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December 16, 2014 Agenda
tru�ltl �'� � k, City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Tuesday, December 16, 2014 1:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, December 16, 2014 at 1:00 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: 1. Citizen Comments on Consent Auenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he /she wishes that are listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clarification of agenda items listed on the agenda for December 16, 2014. 3. Work Session Reports A. ID 14 -0830 Receive a report, hold a discussion and give staff direction regarding the 2015 State Legislative Program of the City of Denton for the 84th Texas Legislature. Attachments: Exhibit 1 Denton State Legislative Program 2015 B. ID 14 -0834 Receive a report, hold a discussion, and give staff direction regarding the use of economic development incentives in residential development projects. Attachments: Exhibit 1 PID Guidelines Exhibit 2 PowerPoint Presentation C. ID 14 -0807 Receive a report and hold a discussion regarding billboards impacted by the I -35E widening project. Attachments: Exhibit 1 - Billboards (Zoning) 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. 1. Closed Meeting: A. ID 14 -0821 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the David City ofDenton Page I Printed on 1211212014 City Council Meeting Agenda December 16, 2014 Hough Survey, Abstract Number 646, located generally in the 3900 block of Quailcreek Road, located in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and 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: Parcel M139 - Robert Donnelly) B. ID 14 -0824 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition or the condemnation of fee simple tracts, utility easement tracts, slope easement tracts, drainage easement tracts and temporary construction easement tracts for the Bonnie Brae Street Widening and Improvements project, the limits of which are generally between the intersection of Bonnie Brae Street and Interstate Highway 35 East and the intersection of Bonnie Brae Street and U.S. Highway 380, affecting real property tracts in the Robert Beaumont Survey, Abstract No. 31, the Buffalo Bayou, Brazos and Colorado Railroad Survey, Abstract No. 192, and the Eugene Puchalski Survey, Abstract No. 996, in the City and County of Denton, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the tracts referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the Denton City Council under the Texas Rules of Disciplinary Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. C. ID 14 -0833 Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; Deliberations regarding Consultation with the City Attorney - Under Texas Government Code, Section 551.071; Deliberations regarding Economic Development Negotiations - Under Texas Government Code, Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding economic development incentives for a business prospective in the Cole Ranch Development. This discussion shall include commercial and financial information the City Council may receive from the business owners which the City seeks to have locate, stay, or expand in or near the territory of the City, and with which the City Council is conducting economic development negotiations, including the offer of financial or other incentives. Also hold a discussion with the City's attorneys on the referenced topic where 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. City ofDenton Page 2 Printed on 1211212014 City Council Meeting Agenda December 16, 2014 D. ID 14 -0850 Consultation with Attorneys - Under Texas Government Code, Section 551.071 Consult with and provide direction to City's attorneys regarding potential litigation and legal issues and strategies associated with the City's sign code and sign regulations, where a public discussion of such matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. E. ID 14 -0847 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding real estate matters related to the site selection for the DME Hickory substation, presently located at the intersection of West Hickory and South Bonnie Brae in the City of Denton, Texas, and concerning certain real property within the immediate vicinity, and the potential acquisition of real property interests. Consultation with the City's attorneys regarding legal issues associated with the condemnation or acquisition of the real property interests 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. F. ID 14 -0796 Consultation with Attorneys - Under Texas Government Code, Section 551.071. 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 vested rights; impacts of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance, both current and proposed; settlement matters concerning gas well drilling in the City; surface development issues involving surface and mineral estates; and legal matters associated with a citizen's initiative ordinance and pending litigation styled Jerry Patterson, Commissioner, Texas General Land Office v. City of Denton Texas, Cause No. D- 1- GN -14- 004628 currently pending in the 53rd District Court of Travis County and Texas Oil and Gas Association v. City of Denton, Cause No. 14- 09833 -431 currently pending in the 431st District Court of Denton County regarding hydraulic fracturing where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City ofDenton Page 3 Printed on 1211212014 City Council Meeting Agenda December 16, 2014 ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071- 551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS /PRESENTATIONS A. ID 14 -0838 Denton Humanity Restored's Actively Caring for People Month 3. 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 — K). 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 — K 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. ID 14 -0736 Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2013 -335, prescribing the number of positions in each classification of police officer; providing a repealer clause; and declaring an effective date. Attachments: Exhibit 1 Sworn Classification Chart Exhibit 2 Ordinance Exhibit 3 Position Title Change B. ID 14 -0815 Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Agreement with the Texas Woman's University (TWU) under Chapter 791.001 of the State of Texas Government Code, to authorize the City of Denton to City ofDenton Page 4 Printed on 1211212014 City Council Meeting Agenda December 16, 2014 provide five (5) electronic tickets writers including software, implementation services, training and licensing fees, which will be loaned to the TWU Police Department to assist with Class C Misdemeanor enforcement; authorizing the expenditure of funds therefor; and declaring an effective date (File 5706). Attachments: Exhibit 1- Ordinance Exhibit 2- Agreement C. ID 14 -0816 Consider adoption of an ordinance of the Council of the City of Denton, Texas accepting a proposal and awarding an "Agreement for the P.L.U.S. One program by and between the City of Denton, Texas and Interfaith Ministries, Inc." for a utility assistance program for low - income Denton residential households in an amount not -to- exceed $100,000 per year; providing for the expenditure of funds therefor; and providing an effective date (RFP 5630 - Utility Assistance Program for the City of Denton, Texas -for a one (1) year term with two (2) one year renewal options). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1- Pricing Sheet Exhibit 2- Program Guidelines Exhibit 3 -PLUS One Funds Administered Exhibit 4 -PUB Minutes Exhibit 5- Ordinance Exhibit 6- Agreement D. ID 14 -0818 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a Fifth Amendment to a contract with Mann Robinson and Sons, Inc. for the procurement of services and materials to prepare substation sites and transmission line easements for construction; providing for the expenditure of funds therefor; and providing an effective date (RFP 5086- providing for an additional expenditure amount of $595,000 with the total contract amount not -to- exceed $2,975,000). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1 -PUB Agenda Sheet Exhibit 2- Proiected Expenditures Exhibit 3 -PUB Minutes Exhibit 4- Ordinance Exhibit 5 -Fifth Amendment E. ID 14 -0819 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a Fourth Amendment to a contract with Falcon Steel Company for the procurement of galvanized, tapered, steel structures for substations for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5115- providing for an additional expenditure amount of $415,000 with the total contract amount not -to- exceed $2,075,000). The Public Utilities Board recommends approval (7 -0). City ofDenton Page 5 Printed on 1211212014 City Council Meeting Agenda December 16, 2014 Attachments: Exhibit 1 -PUB Agenda Information Sheet Exhibit 2- Contract Pricing Exhibit 3 -PUB Minutes Exhibit 4- Ordinance Exhibit 5 -4th Amendment F. ID 14 -0822 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, on behalf of the City, to exercise the options to purchase real property, and to purchase real property, generally located in the 100 block of N. Bonnie Brae ST., 2500 block of W. Hickory St., and 2300 block of W. Oak St., Denton, Denton County, Texas, which is for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines, facilities, and structures, including substations, from John R. Lott and his related entities, for the total purchase of $1,500,000.00; authorizing the expenditure of funds; and, providing an effective date. Attachments: Exhibit 1 Ordinance G. ID 14 -0829 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of storm drain, water, and sanitary sewer improvements for the McKinney Street Substation addition; providing for the expenditure of funds therefor; and providing an effective date (RFP 5610- awarded to Nu -Way Construction in the not -to- exceed amount of $184,505.75.) The Public Utilities Board recommends approval (6 -0). Attachments: Exhibit 1- Evaluation and Ranking Sheet Exhibit 2 -PUB Minutes Exhibit 3- Ordinance H. ID 14 -0831 Consider approval of a resolution of the City of Denton, Texas, adopting the City of Denton's 2015 State Legislative Program for the 84th Texas Legislature; and providing an effective date. Attachments: Exhibit 1 Resolution L ID 14 -0836 Consider adoption of an ordinance of the City Council of Denton, Texas authorizing the City Manager to execute a Sewer Main Pro -Rata Reimbursement Agreement by and between the City of Denton, Texas and Peck Construction, LLC for reimbursement of the costs of building a sewer main, through pro -rata charges paid to the City; authorizing the transfer of funds pursuant to the agreement; and providing an effective date. Attachments: Exhibit 1 - Location Map Exhibit 2 - Peck Prorata Exhibit 3- PUB AIS Exhibit 4 - Ordinance Exhibit 5 - Agreement I ID 14 -0846 Consider approval of the minutes of October 21, 2014 and October 28, 2014. City ofDenton Page 6 Printed on 1211212014 City Council Meeting Agenda December 16, 2014 Attachments: Exhibit 1 October 21, 2014 Minutes Exhibit 2 October 28, 2014 Minutes K. ID 14 -0856 Consider adoption of an ordinance of the City of Denton, Texas, authorizing a Special Called Joint Public Hearing with the City Council and the Planning and Zoning Commission to be held on Tuesday, January 6, 2015, pursuant to Texas Local Government Code §211.007(b) at the City Council Chambers at 6:30 p.m., to consider recommendation and possible action upon an ordinance amending Ordinance No. 2014 -137, as amended, which established a moratorium of the acceptance, processing and approval of certain applications related to gas well drilling and production activities; prescribing notice of the joint meeting pursuant to Texas Local Government Code §211.007(d); providing for a recommendation by the Planning and Zoning Commission; superseding the provisions of all ordinances on the same subject matter to the extent of a conflict; and providing for an effective date. Attachments: Exhibit 1 - Ordinance 4. 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 of Closed Meeting topics, above posted. Special Called Session of the City of Denton City Council on December 16, 2014 at 6:30 p.m. in the City Council Chambers located at City Hall, 215 E. McKinney Street, Denton, Texas at which the following item will be considered: 1. PUBLIC HEARINGS A. DCA14 -0009 Hold a Joint City Council and Planning and Zoning Commission Public Hearing to receive public input, consider, make recommendations and /or take appropriate action, including adoption, concerning an ordinance amending Subchapters 5, 7, 16 and 22 of the Denton Development Code, relating to Gas Well Drilling and Production, Definitions and Procedures; amending Ordinance No. 2013 -248, relating to planning and development fees and road damage remediation fees relating to gas well drilling and production activities; adding new Subchapter 22A to the Denton Development Code, relating to Oil and Gas Pipelines, Definitions, Procedures; providing a cumulative clause; providing a severability clause; providing for a penalty; and providing for an effective date. City ofDenton Page 7 Printed on 1211212014 City Council Meeting Agenda December 16, 2014 Attachments: Exhibit 1 Table of Revised Ordinances Exhibit 2 Clean Ordinance and Redlined Draft of DDC Subchapter 22 Exhibit 3 Clean Ordinance Draft of DDC Subchapter 7.16 Exhibit 4 Clean Ordinance Draft of DDC Subchapter 16.7 Exhibit 5 Clean Ordinance Draft of DDC Subchapter 5 Exhibit 6 Clean Ordinance Draft of DDC Subchapter 22A Exhibit 7 Fee Ordinance At the election of the City Council and the Planning and Zoning Commission, the City Council and the Planning and Zoning Commission may jointly convene in a Closed Meeting, either before or after the Joint City Council and Planning and Zoning Commission Public Hearing to consider specific items when these items are listed below under the Closed Meeting section of this agenda. Both the City Council and the Planning and Zoning Commission reserve the right to adjourn into a Closed Meeting, either jointly or separately, on any item on its Special Session agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. A. ID 14 -0852 Consultation with Attorneys - Under Texas Government Code Section 551.071. Hold a Joint City Council and Planning and Zoning Commission Closed Meeting to consult with and provide direction to City's attorneys regarding legal issues and strategies associated with the current Gas Well Ordinance, and proposed Gas Well Ordinance amendment, 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 vested rights; impacts on federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance, both current and proposed; settlement matters concerning gas well drilling in the City; surface development issues involving surface and mineral estates; and legal matters associated with a citizen's initiative ordinance and pending litigation styled Jerry Patterson, Commissioner, Texas General Land Office v. City of Denton, Texas, Cause No. D- 1- GN -14- 004628 currently pending in the 53rd District Court of Travis County and Texas Oil and Gas Association v. City of Denton, Cause No. 14- 09833 -431 currently pending in the 431st District Court of Denton County regarding hydraulic fracturing where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. 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 City ofDenton Page 8 Printed on 1211212014 City Council Meeting Agenda December 16, 2014 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. City ofDenton Page 9 Printed on 1211212014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 14 -0830, Version: 1 DEPARTMENT: CM/ ACM: Date: Agenda Information Sheet CMO John Cabrales, Jr. December 16, 2014 SUBJECT Receive a report, hold a discussion and give staff direction regarding the 2015 State Legislative Program of the City of Denton for the 84h Texas Legislature. BACKGROUND The City Council received a report and held a discussion regarding the draft 2015 State Legislative Program of the City of Denton on November 18 and December 2. As a result of public input at the December 2 meeting, the City Council directed staff to bring back the legislative program for further discussion and clarification of certain items on December 16. OPTIONS 1. Adopt the City of Denton's 2015 State Legislative Program. 2. Direct staff to amend the legislative program and approve as amended on December 16. RECOMMENDATION Adopt the City of Denton's 2015 State Legislative Program. EXHIBITS Resolution for consideration to approve the City of Denton's State Legislative Program. Respectfully submitted: Lindsey N. Baker Intergovernmental Relations /Public Information Officer City of Denton Page 1 of 1 Printed on 12/12/2014 City of Denton 2015 State Legislative Agenda 84th Texas Legislature TABLE OF CONTENTS I. City of Denton Mayor and Council Contact Information 3 II. City Manager, City Attorney and City Staff Contact Information 4 III. 2015 State Legislative Program Adopting Resolution 5 IV. General Legislative Policy 6 V. Priority Legislative Agenda 8 VI. Discussion of Priority Legislative Issues 9 VII. General Legislative Agenda 15 Page 2 Greg Johnson At- Large, Place 6 Greg.Johnson @cityofdenton.com Joey Hawkins District 4 Joey.Hawkins @cityofdenton.com City of Denton City Council Members Mayor Chris Watts Chris.Watts @cityofdenton.com Dalton Gregory At- Large, Place 5 Dalton.Gregory @cityofdenton.com Mayor Pro Tern Jim Engelbrecht District 3 Jim.Engelbrecht @cityofdenton.com John Ryan District 2 John.Ryan @cityofdenton.com Kevin Roden District 1 Kevin.Roden @cityofdenton.com Page 3 City of Denton City Hall: (940) 349 -8200 215 E. McKinney Denton, Texas 76201 www.cityofdenton.com Please feel free to contact the Denton City Council and staff to provide additional information and research on legislative issues. George Campbell Anita Burgess City Manager City Attorney o/ (940) 349 -8306 o/ (940) 349 -8336 George. CampbellLcityofdenton.com Anita.BurgessLcityofdenton.com Howard Martin Assistant City Manager Utilities o/ (940) 349 -8232 Howard. MartinLcityofdenton. com John Cabrales, Jr. Assistant City Manager Development Services o/ (940) 349 -8509 John. Cabrales ncityofdenton. c om Lindsey Baker Intergovernmental Relations /Public Information Officer o/ (940) 349 -8234 c/ (817) 994 -7133 Lindsey.BakerLcityofdenton.com Jon Fortune Assistant City Manager Operations o/ (940) 349 -8535 Jon.FortuneLcityofdenton.com Bryan Langley Assistant City Manager Administrative Services o/ (940) 349 -8224 Bryan.LangleyLcityofdenton. com Page 4 RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON, TEXAS, ADOPTING THE CITY OF DENTON'S 2015 STATE LEGISLATIVE PROGRAM FOR THE 84th TEXAS LEGISLATURE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the 84th Texas Legislature will commence in January 2015; and WHEREAS, appraisal caps, revenue caps, budgeting authority and revenue sources, and many other legislative issues affecting local government will be considered; and WHEREAS, the City of Denton desires to adopt its 2015 State Legislative Program for the 84th Texas Legislature; NOW, THERFORE, THE COUNCIL OF THE CITY OF DENTON HERBY RESOLVES: SECTION 1. That the City of Denton's 2015 State Legislative Program for the 84th Texas Legislature is adopted as set forth herein and made a part of this resolution for all purposes. SECTION 2. That the Mayor and City Council, City Manager and the City Attorney, or their designees shall communicate the items included in the 2015 State Legislative Program to members of the Texas Legislature. SECTION 3. The City Manager, or his designee, is directed to draft appropriate legislation, seek a sponsor, and actively pursue passage of such legislation by providing testimony from the Mayor and City Council and City Staff and through other appropriate means. PASSED AND APPROVED this the day of December 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY ffig APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY • CHRIS WATTS, MAYOR Page 5 GENERAL LEGISLATIVE POLICY PRESERVE THE CITY'S STRATEGIC GOALS & INTERESTS STATEMENT OF PRESERVATION As a general policy, the City will oppose any legislation viewed as detrimental to the City's strategic goals; or that is contrary to the health, safety, and welfare of its citizens; or that mandates increased costs or loss of revenues; or that would diminish the fundamental authority of the City. SUPPORT LEGISLATION THAT ADVANCES THE CITY'S STRATEGIC GOALS & INTERESTS STATEMENT OF SUPPORT Likewise, the City supports any legislation viewed as advancing the City's strategic goals; or that improves the health, safety, and welfare of its citizens; or that responsibly increases revenues; or that advances the City's authority to conduct the public's business. The City will oppose any initiatives that seek to erode municipal authority or that otherwise have a negative impact on municipal operations, including but not limited to legislation that would: • Erode home rule authority; • Detrimentally affect the City's financial position by reducing revenue streams or increasing costs; • Erode the authority of Texas cities to manage and control their rights -of -way or other public property, and to be reasonably compensated for such use; • Erode current municipal economic development authority; • Erode the current authority of Texas cities to enact a system and set the level of impact fees for new development; and • Further restrict cities' ability to adopt or amend zoning regulations, and annex property in a city's extraterritorial jurisdiction. FORM COALITIONS WITH PARTIES THAT SHARE COMMON GOALS AND INTERESTS WITH THE CITY FORM COALITIONS The City will form strategic partnerships with cities, political subdivisions, and private sector entities that share common goals with the City of Denton. Additionally, the City will work in coordination with organizations such as the Texas Municipal League when their adopted positions are in -line with the legislative objectives and goals of the City. The formation of strategic partnerships and coordinated efforts is intended to provide the City with a stronger presence in the legislative process. GOALS OF THE CITY'S LEGISLTIVE ACTIVITIES Page 6 STATEMENT OF GOALS The fundamental goal of all City of Denton's legislative activities is to produce positive outcomes for the citizens of Denton as a whole. Numerous proposals in the Texas Legislature have the potential to seriously impact the ability of the City to carry out its overall mission. By taking a proactive role in monitoring and commenting on proposals in the Texas Legislature, we are working to ensure that the citizens of Denton can continue to enjoy the quality of life they have come to expect and deserve. Page 7 PRIORITY LEGISLATIVE AGENDA PRIORITY LEGISLATIVE ISSUES 1. Preserve Local Budgeting Authority and Revenue Sources Oppose legislation that would unduly �^est�^ict the ability of the City to set its own budget or raise the necessary revenue to provide services to City residents and businesses. 2. Preserve Local Control of Land Use Planning and Zoning Support legislation that preserves local land use authority. Oppose legislation that would erode local land use authority by restricting the ability of cities to zone or rezone properties. Support legislation that would clarify that the state's vested rights law does not apply to subsurface mineral development as it relates to permits issued by the municipality for oil and gas development activities. 3. Preserve Local Control of Denton Municipal Electric • Oppose legislation that would deregulate Municipally Owned Utilities or amend their governing structure. 0 Support legislation that would preserve Municipally Owned Utilities' authority and governing structure that maintain a diversified energy portfolio. Page 8 DISCUSSION OF PRIORITY LEGISLATIVE ISSUES Preserve Local Budgeting Authority and Revenue Sources The City of Denton will oppose legislation that will unduly restrict the ability of the City to set its own budget or raise the necessary revenue to provide services expected by City residents and businesses. ISSUE During the last several Texas Legislative Sessions, proposals have been set forth that would severely limit the ability of cities to set their budgets or raise adequate revenues to carry out their fundamental functions. For example, numerous proposals to "cap" local revenues and property appraisals have been filed in the Texas Legislature. Every elected official in the City of Denton is sensitive to the tax burden our citizens and businesses pay, and is accountable to the local electorate for the decisions they make. We are also mindful, however, that it takes a great deal of flexibility with our local budget to meet the unique demands for services while at the same time preserving the high standards our community has come to expect. PROBLEM Appraisal and revenue caps undermine the ability of local governments to meet the individual needs and circumstances of their cities. Additionally, one size fits all "caps" violate the fundamental principle of local control. Citizens and businesses have numerous opportunities to provide input to the City of Denton's budget and tax rate setting processes. Most importantly, the citizens of our City get to voice their approval or disapproval of our budgeting performance and tax rates every time we hold a City election. Unfortunately, extremely low appraisal and revenue caps can produce numerous problems. For instance, appraisal caps shift the inequitable tax burden to businesses and new homeowners. This inequitable shift can produce serious long -term negative consequences for the local economy. Revenue caps, on the other hand, require the City to cut services or take on more debt to fund local projects and services. These types of "caps" are particularly harmful to a city like Denton, because it prevents the City from adequately dealing with the infrastructure needs brought on by tremendous population growth. It is inappropriate for the State of Texas to expect local governments to provide numerous public services with no funding from the State, while at the same time unduly restricting the ability of local governments to raise the necessary levels of revenue to provide the required services. SOLITTInN If revenue caps are going to be applied to local governments they should be applied uniformly to the state budget as well. In short, the same rules should apply to all levels of government. The State could also supplement local government funding as other states that impose revenue caps have done. Page 9 Preserve Local Control of Land Use Planning and Zoning The City of Denton will support legislation that preserves local land use authority and oppose legislation that will erode local land use authority by restricting the ability of cities to zone or rezone properties. ISSUE Over the past few legislative sessions various proposals have been introduced to restrict the ability of cities to enforce their traditional land use controls. Specifically, legislation that requires cities to compensate landowners any time a zoning classification change is effected (often referred to as a "downzoning "), has come dangerously close to becoming the law. Under these proposals, cities would have to compensate landowners, even if the proposed zoning changes did not interfere with the current or intended use of the property. In addition to compensating landowners for zoning changes, proposals have been considered that would require compensation for numerous types of city regulations. For example, previously proposed legislation would have required cities to compensate landowners if they restricted the ability of patrons to smoke on premises or limited the time of day that alcohol could be served. All of these types of local restrictions have been debated under the theory of "regulatory takings." Additional legislative proposals would have prevented cities from ever changing the zoning classification of a property if any type of basic permit or site plan has been filed with any governmental entity. Since 1999 the Texas Legislature has continually expanded the "permit vesting" statute to include different aspects of city land use authority. The expansion of the "permit vesting" statute is beginning to interfere with the ability of cities to impose orderly, efficient, and comprehensive land use and development plans for their communities. PROBLEM Restricting the ability of cities to properly regulate land uses ultimately prevents them from being able to respond to the needs and demands of their citizens. For example, land use controls are used to keep undesirable businesses from locating in neighborhood -type settings. Additionally, one of the main reasons people live in cities is to have the protection of a regulated land use system. In short, when a home or business locates in a particular city they do so, in part, to ensure that an incompatible structure will not be placed next to their property. SOLUTION The ability of most cities to manage growth and development is based on the Texas constitution's home rule provisions. Cities are allowed to amend charters and pass ordinances as long as they do not conflict with the constitution or general laws enacted by the state legislature. This means that each home rule city can make its own decisions about what planning tools and techniques are most appropriate to its situation unless those tools have been proscribed by the Texas legislature. The State should be very cautious in proscribing solutions that are only applicable to individual situations because of the vast differences between cities in this large state. Page 10 Preserve Local Control of Land Use Planning and Zoning Support legislation that would clarify that the state's vested rights law does not apply to subsurface mineral development as it relates to permits issued by the municipality for oil and gas development activities. ISSUE Denton, Texas is a home rule city acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code. Denton, along with other cities in North Texas, identified that its gas well regulations did not fully implement the goals of allowing gas well operations while protecting the public's health, safety and general welfare. The rising demand for clean alternative fuel sources, and the advent of new drilling and production technologies, including hydraulic fracturing, has encouraged mineral development, including in the Barnett Shale gas play, a massive reservoir of natural gas underlying a substantial portion of southern Oklahoma and North Central Texas. The most active production zone of the Barnett Shale is situated under the highly urbanized Denton, Tarrant, and Wise counties. The City of Denton has witnessed significant conflict between increased drilling and urban expansion. The conflict between land use issues, that of gas well operations and that of surface owners seeking the peaceful and quiet enjoyment of their property, has become commonplace. Potential harmful impacts of gas well drilling and production within municipal boundaries fall heavily on neighborhoods and properties adjacent to gas well drilling and production operations, and the balancing of interests of the mineral owners and operators as against quality of life issues for those citizens working and living near drilling sites and production infrastructure has proven challenging. By way of example, during our ordinance review, citizens presented compelling evidence of the impacts of gas well drilling in an urban environment, to include noise, dust, odor, light pollution, vibrations, fire safety, visual aesthetics, surface property value impacts, negative changes to neighborhoods, incompatibility of land uses, impacts to infrastructure related to public health and welfare such as water wells, concerns over setbacks, landscaping, public notice, signage, issues related to operating hours, operator insurance issues, road impacts, and other quality of life issues. Additionally, gas well flaring, gas well completion techniques, closed loop systems, vapor recovery units, water and soil impacts, other environmental impairment issues, methods of plugging and abandoning wells, pits involved in gas well operations, emergency operation plans, and other operational aspects of extraction of minerals trigger public health, safety, property preservation, and order and security of the City of Denton and its inhabitants. Gas well operations have the propensity for polluting or degrading streams, drains, recharge features, or tributaries that may constitute or recharge the City of Denton's drinking water supply. Notwithstanding these concerns, the City encountered substantial resistance from local operators on its ability to prevent or moderate potentially harmful impacts of gas well drilling and production activities on adjacent and proximate land uses. Page 11 PRORLF,M The concept of vested rights, in particular, is argued to restrict a City's authority to address impacts of gas well drilling: vested rights, regulatory takings, and preemption. This paper is offered in support of the City's Resolution asking the Texas Legislature to clarify the state's vested rights law. "Vested rights" claims are grounded in Tex. Loc. Gov't Code, Chapter 245, as interpreted by the case of Harper Park Two, LP v. Austin, 359 S.W. 3d 247 (Tex. App. -Austin 2011). Under Chapter 245, once an application for the first permit required to complete a property development "project" is filed with the municipality that regulates the use of the property, the municipality's regulations applicable to the project are frozen in their then - current state and the city is prohibited from enforcing subsequent regulatory changes to further restrict the property's use. However, these vested rights protections are lost to the extent that the development being pursued constitutes a new or different "project" from the one for which the initial permit was sought. A "project" is defined in Chapter 245 is an "endeavor" that requires a series of permits to complete. It is the filing of the first permit in the series of required permits that triggers the vested rights protection under the statute. In the context of commercial or residential development, the application of the vested rights law is somewhat problematic, as illustrated by Harper Park Two. In the context of gas well drilling, it is even more difficult to apply. For example, assume that a gas well operator filed a gas well plat in 1992, identifying one well and a series of tank batteries on the plat. In 2007, the operator desires to drill five more wells, one of which is on the pad site of the original well, and three of which are on a pad site 5,000 feet distant from the original site. What is the project? Is it only that pad site identified on the original plat? Is it one well, or two wells, or five wells? Is the project the complete exhaustion of the mineral stores of the mineral lease, no matter the necessity of burdening the surface estate with additional wells and gas infrastructure? In an urban environment with underlying gas plays, the answer to these questions determines the health and safety and the quality of life of a municipality's citizens. SOLUTION It is Denton's position that the Texas Legislature never intended the vested rights analysis to apply to subsurface mineral development and that legislative clarification is need in this respect. Page 12 Preserve Local Control of Denton Municipal Electric The City of Denton will oppose legislation that deregulates Municipally Owned Utilities or amends their governance authority. ISSUE For the first time in over a decade, the 2011 State Legislative session saw bills introduced regarding partial deregulation for specific Municipally Owned Utilities (MOU). Ultimately, none of the bills passed into law. However, this type of legislative pressure toward specific MOUs can have a widespread, negative impact and unforeseen consequences on MOUs throughout the state. Municipalities owning an electric utility, such as in Denton's case, retain local regulatory authority through its main governing body, the City Council. It is the role and choice of these City Councils to determine each MOUs energy future by exercising its authority whether to opt - in to the deregulated market or to retain its local authority. In April, 2001, the Denton City Council took a wait - and -see approach and exercised its authority choosing not to opt -in to deregulation. To date, there has been no viable reason for Denton to enter into the deregulated market. Requiring MOUs to participate in the deregulated market essentially eliminates the authority of the governing bodies of MOUs and forces them to operate under the same guidelines as investor owned utilities. Historically, DME electric rates have remained stable and competitively priced. Mandating that an MOU participate in the deregulated market not only increases its financial burden, but also ensures that the increased costs are passed through to the DME ratepayers, thus placing DME at a competitive disadvantage in the electric market. In addition, should an MOU such as that owned by the citizens of Denton be required to opt -in, it mitigates the strategic measures that the local citizens have enacted such as requiring more renewable resources from their MOU. PRnRLF,M Austin Energy's (AE) rate increase has raised the deregulation issue and it is anticipated that legislation will be proposed to deregulate all or a portion of AE. The opt -in discussions concerning AE may be expanded to include all MOUs. For Denton to enter the deregulated market, the additional operating expense would be substantial. The current and additional operating expenses could be spread across a smaller customer base should customers exercise their "power to choose." A reduction in DME's customer base would ensure that its remaining customers would have to absorb the increased costs in the form of higher electric rates. SOLUTION MOUs must preserve the local authority and governing structure to provide affordable electric service and energy portfolio diversity to its ratepayers. Page 13 Preserve Local Control of Denton Municipal Electric The City of Denton will support legislation that preserves the authority and governance structure of Municipally Owned Utilities that maintain a diversified energy portfolio. ISSUE During recent sessions of the Texas State Legislature, proposals were sent forth regarding Texas' Renewable Portfolio Standard (RPS) and its proposed soft target for non -wind renewable generation. Restricting the types of generation which would qualify for inclusion in the RPS essentially eliminates the authority of the governing bodies of Municipally Owned Utilities (MOU) to procure renewable energy sources that are financially feasible for the MOU to maintain a diversified energy portfolio. As such, the increased financial burden for the City of Denton would be passed through to Denton Municipal Electric (DME) ratepayers. The City of Denton is a nationally recognized environmental leader because of its continued diversification of DME's energy portfolio. At no additional cost to its ratepayers, DME provides more wind energy per capita than any other city in the United States and offers one of the largest rebates for the installation of renewable energy generation in Texas. The City of Denton and DME recognize the importance of reducing the overall dependence on fossil fuel generation, while, at the same time being fiscally responsible to its citizens and ratepayers. PROBLEM Any legislation that eliminates MOUs' authority to determine and maintain a diversified energy portfolio is fiscally irresponsible to the ratepayers. While some areas are more suited for specific types of renewable generation, not all utility scale generation is appropriate in all locations. For example, the cost of constructing and operating solar energy generation can be prohibitive. While solar costs have declined over recent years, the capital costs, scarcity of land, lack of electric infrastructure, and diminished levels of generation output, as compared to conventional generation, can substantially drive the cost per megawatt -hour of solar energy production upward. It is unrealistic and cost prohibitive for the State of Texas to expect MOUs to provide economically priced electricity to its citizens, while requiring a diversified energy portfolio that includes predetermined amounts of specific renewable sources without funding from the State. SOLUTION MOUs must preserve the local authority and governing structure to provide affordable electric service to its ratepayers. If energy portfolio diversity becomes a requirement, MOUs should have the option to determine which renewable generation source is most suited to each MOU's service area. If a generation requirement is mandated, it should be applied uniformly to investor owned utilities, cooperatives, and MOUs. In addition, the State should supplement local government funding of the construction of utility scale renewable generation to offset the impact to the citizens of Denton. Page 14 GENERAL LEGISLATIVE AGENDA Revenue and Taxation Support legislation that would improve the appraisal process to ensure equal and uniform application of property taxes. • Oppose legislation that would restrict the ability of cities to impose and collect municipal impact fees from new developments. Land Use and Resources Support legislation that would provide municipalities the authority to regulate and enforce zoning, building codes, and property maintenance codes within extraterritorial jurisdictions (ETJ). Support legislation that would address the failure of utility companies to relocate their facilities in a timely manner as required by current law. • Oppose legislation that would reduce a municipality's authority and discretion to approve the creation of a special district within a city's incorporated area or ETJ, including the expansion of a district's boundaries or powers. • Oppose legislation that would erode city annexation authority. • Oppose legislation that would reduce or eliminate development fees, exactions, or building permits. • Oppose legislation that would restrict cities' ability to adopt or amend zoning regulations, vest, or otherwise create a property right in a zoning classification. Support legislation that would allow local governments to enact ordinances relating to health and safety regulations as applied to gas drilling and production activities. Support legislation that would allow cities to enact ordinances regulating zoning and development, including but not limited to issues related to Chapter 245 Local Government Code. Support the preservation of municipal authority to reduce the effects of oil and gas development on city residents. Utilities Support legislation that preserves Congestion Revenue Rights (PCRRs) assigned to municipal utilities in exchange for supporting the nodal market construct. 0 Support legislation that preserves the Self Regulation of Municipal Electric Utilities. Page 15 Support legislation that protects the ability of governmental entities to maintain confidentiality of certain critical documents and activities. Support legislation that requires market participants and Retail Electric Providers (REPS) to be properly capitalized before they are allowed to participate in the ERCOT market. Support legislation that requires more stringent credit requirements for the startup of Retail Electric Providers (REPS). • Oppose legislation that requires municipal electric utilities to pay uplifted charges for those ERCOT Retail Electric Providers (REP) that declare bankruptcy or for any other ERCOT short pay charges. • Oppose legislation that would extend electric subsidies provided by municipal utilities to four -year state universities, upper level institutions, Texas state technical colleges, or liberal arts colleges. • Oppose any legislation that will increase ERCOT Fees. • Oppose legislation that provides any further exemptions to the drainage fee. • Oppose any legislation that would limit or prohibit a city's ability to make and sell compost/mulch products, inside and outside of the city limits. • Oppose legislation that would impose state "tap fees" or any other type of state charge on municipal water systems. Support legislation that would raise the exemption amounts for public works projects in the Texas Engineering Practices Act. 0 Support legislation that clarifies TCEQ's sanitary sewer overflow reporting standards. Transportation Support legislation that would retain limited authority for TxDOT to enter into public - private partnerships on specific projects. • Support legislation that would identify additional transportation revenue to enhance statewide and regional ability to maintain and improve transportation infrastructure, and that would provide metropolitan areas with flexible solutions to solve problems and ensure that areas contributing to transportation solutions will not be penalized with a loss of traditional transportation funding. Support legislation that would constitutionally protect all revenues in Fund 6 and discontinue the diversion of transportation revenues to non - transportation purposes, and appropriate all revenues from highway user fees and taxes to fund transportation. Support legislation that would index the motor fuels tax to reduce the decline in purchase power of transportation funding. Page 16 Support legislation that would increase vehicle registration fees to address transportation funding needs. Support legislation that would enforce existing regulations and penalties of driving requirements (e.g. vehicle registrations, driver licenses, and vehicle insurance). • Oppose legislation that would remove or negate the strictly voluntary nature of highway turnbacks. • Oppose legislation that would create a Regional Mobility Authority in the four county area of North Central Texas including Dallas, Denton, Collin and Tarrant Counties for the purpose of administering funds received through revenue sharing agreements. Support legislation that directly benefits Denton County Transportation Authority, if such proposals do not adversely affect the city's interest. Public Safety Support legislation that would require 100 percent reimbursement of costs incurred by cities for services provided during emergency evacuation and shelter operations resulting from an emergency evacuation ordered by the governor or the governor's Division of Emergency Management. • Oppose legislation that further restricts a city's ability to implement a photographic red light enforcement system to use cameras at traffic lights and impose a civil penalty for running the light. • Oppose legislation that would allow open -carry firearms in municipally -owned facilities. • Oppose legislation that would restrict a city's authority to use license plate readers by law enforcement agencies. General Government • Oppose state preemption of municipal authority in the regulation of payday lenders, unless proposed legislation provides adequate protections from aggressive and harmful lending practices. Support legislation that heightens environmental standards, improves air and water quality and protects the health, safety, and welfare of Texans. Support legislation that would exempt cities from any federal collective bargaining legislation that may become law in the future. Support legislation amending Section 11.1825 of the Tax Code by adding that community housing development organizations (CHDOs) must receive an exemption from taxation from any affected municipality prior to receiving a tax exempt status from the local property appraisal district. Page 17 Support legislation that would provide additional state funding for local and regional initiatives related to reducing the number of homeless persons and those at risk of homelessness in our community. Support legislation that would provide state funding to assist local non - profits in providing adequate and coordinated mental health services throughout Denton County. Support legislation that would provide funding for Early Childhood Programs, including full -day service pre- kindergarten programs. Support legislation that directly benefits UNT and /or TWU, if such proposals do not adversely affect the city's interest. Support legislation that directly benefits Denton ISD, if such proposals do not adversely affect the city's interest. • Oppose legislation that would further reduce funding to Denton ISD, if such proposals do not adversely affect the city's interest. Page 18 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 14 -0834, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley, Assistant City Manager Date: December 16, 2014 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the use of economic development incentives in residential development projects. BACKGROUND The City Council has discussed the need to increase home values in Denton on several occasions. This goal is reflected in the City of Denton's Strategic Plan which was adopted by the City Council in September 2014. Additionally, the City Council discussed this issue during the September retreat, and staff presented area housing information to the Council as part of this discussion. Recently, the City has been approached by developers seeking to utilize Public Improvement Districts (PIDs) and Tax Increment Reinvestment Zones (TIRZs) as a financing mechanism for residential developments. A PID allows special assessments to be levied and collected in a defined area, and a TIRZ allows the incremental growth in property tax revenues to be split between a developer and the taxing authorities. As proposed, these instruments would be utilized to pay for infrastructure costs and greater amenity packages in these developments. The City first adopted PID guidelines in 2007, and they were amended earlier this year. Per the guidelines, the use of a PID is intended to bring a unique, high quality desired product to the City of Denton that does not currently exist, or exists in a limited manner. While the City does not have a formal TIRZ policy, these instruments have been used only for projects that provide a significant economic impact to the community. The Public Improvement District guidelines are attached as Exhibit 1. PIDs and TIRZs have been used in residential developments around the Metroplex, but they have not previously been used in Denton for similar projects. As such, staff is seeking direction from the Council on whether these mechanisms are appropriate to consider in future residential developments. RECOMMENDATION: Staff recommends that development incentives (PID/TIRZ) be considered if. ➢ Homes prices will significantly exceed current market offerings in Denton. City of Denton Page 1 of 2 Printed on 12/12/2014 File #: ID 14 -0834, Version: 1 ➢ Amenity packages offer substantial value to the community. ➢ Public infrastructure provides a public benefit and enables future development in the City. ➢ TIRZ only "incentivizes" development that exceeds a specific target for home values. ➢ TIRZ incentive represents only the O &M portion of the tax rate (e.g. excludes debt service rate). ➢ Development furthers other strategic goals of the City (e.g. comprehensive plan, compact development, rehabilitation of blighted areas, etc.) The attached PowerPoint presentation in Exhibit 2 will be used to facilitate a discussion of these issues. EXHIBITS I- Public Improvement District (PID) Guidelines 2- PowerPoint Presentation Respectfully submitted: Bryan Langley Assistant City Manager City of Denton Page 2 of 2 Printed on 12/12/2014 Public Improvement District (PID) Guidelines Mixed -Use or Residential PIDs The Public Improvement District (PID) Assessment Act (the "Act ") allows a city to levy and collect special assessments on property that is within the city or within the city's extraterritorial jurisdiction (ETJ) to make certain improvements as authorized by the Act to the infrastructure to facilitate economic growth within an area. The following guidelines are intended to aid the City Council in determining if the creation of a PID is financially feasible, practical and in the best interest of the citizens of Denton. This document does not require the City Council to participate in PIDs, nor does it prevent the City Council from establishing PIDs with elements that vary from these guidelines. Section I - Policy Statement The City Council reserves the right to consider PID applications on a case -by -case basis. Projects that bring a unique, high quality desired product to the City of Denton, and such uniqueness or high quality could not be created unless PID funding is available, may be considered. Consideration will be given to developments that provide the types of development that diversify and enhance the tax base. Desired product is defined as a high quality mixed -use development that does not exist within the City of Denton (or is limited) at the time the PID application is presented. The development must promote the policy of the Denton Plan. Elements of the development may include: • The development should exceed Denton Development Code standards in a combination of areas. Examples might be: • Park land /development • Architectural design • A high quality in building materials not seen in other developments • Lot sizes that exceed the average lot size in Denton o A higher quality of amenities not provided in other developments in Denton • The development provides a significant impact in the quality of residential units on the community. PIDs may also be considered for redevelopment areas such as downtown. • Developments of significant size should have a commercial component that provides services and products that serve the needs of the neighborhood, i.e., cleaners, pharmacy, bank, etc. • The development must have a cohesive theme throughout that identifies the unique nature of the project. • Amenities or characteristics that describe the project as unique must be clearly definable and measurable as the developer will be required to demonstrate the project has been completed as proposed. • Ongoing operation and maintenance costs for amenities or public facilities where the costs are borne by the City of Denton (i.e., library, dedicated parks) may eliminate a project from consideration. Section 2 - Eligible expenditures Public amenities and facilities must be available to all City of Denton citizens. Some or all of the following list of improvements may be financed through PID funds; however, the City Council reserves the right to consider each project on a case -by -case basis and will determine the appropriate improvements applicable to any project. Water, wastewater, health and sanitation, or drainage improvements (including acquisition, construction, or improvements of water, wastewater or drainage improvements); • Street and sidewalk improvements (acquiring, constructing, improving, widening, narrowing, closing or rerouting sidewalks, streets or any other roadways or their right-of- way); • Mass transit improvements (acquisition, construction, improvement or rerouting of mass transportation facilities); • Parking improvements (acquisition, construction or improvement of off - street parking facilities); • Library improvements (acquisition, construction or improvement of libraries); • Park, recreation and cultural improvements (the establishment or improvement of parks); • Landscaping and other aesthetic improvements (erection of fountains, distinctive lighting and signs); • Art installation (acquisition and installation of pieces of art); • Creation of pedestrian malls (construction or improvements of pedestrian malls) • Similar improvements (projects similar to those listed above); • Supplemental safety services, including public safety and security services; • Supplemental business - related services for the improvement of the district, including advertising and business recruitment and development. Section 3 - Funding /Reimbursement of Costs The City Council may consider one of three options to reimburse public improvement districts for eligible costs. The City Council will review each development on a case -by -case basis to determine the appropriate funding option. A. Funding Option 1 - Pay As You Go. Under this option, the assessed funds are disbursed annually in an amount that does not exceed the expenditures incurred for eligible project costs. No bonds secured by PID assessments shall be sold. Although this option is used most frequently for maintenance projects, the City Council may consider the Pay As You Go Option for any project. The term for Pay As You Go PIDs may not exceed 30 years for capital expenditures. Operation and Maintenance PIDs may be ongoing. B. Reimbursement Option 2 — Revenue Bond Sales After Construction. Under this option, the City Council may approve the sale of bonds secured solely with PID assessments to reimburse eligible costs once a minimum of 50% of the planned residential /commercial construction is at full completed value. If the project is built in phases, bonds may be sold for each phase. The comparative size of each phase must be acceptable to the City. A minimum of 50% of the planned residential /commercial development of each phase must be constructed and accepted by the City of Denton at full completed value before bonds may be sold. Financial security of the developer and feasibility of the project will be reviewed by the City's financial advisors and bond counsel to ensure viability of the project and that PID assessment funds are sufficient to retire the bond debt. The minimum percentage of completion may be reduced if the City believes the financial feasibility report justifies the reduction in completion percentage. The term may not exceed 30 years for capital expenditures. Operation and Maintenance PIDs may be ongoing. C. Financing Option 3 — Revenue Bond Sale for Construction Financing. Under this option, the City Council may approve the sale of bonds secured solely with PID assessments to finance construction with a minimum appraised value to lien ratio of 3:1 at each bond issue. If the project is built in phases, bonds may be sold for each phase. Financial security of the developer and feasibility of the project will be reviewed by the City's financial advisors and bond counsel to ensure viability of the project and that PID assessment funds are sufficient to retire bond debt. The term may not exceed 30 years for capital expenditures, and the maximum number of years of capitalized interest will not exceed two years for each bond issue. Section 4 - Assessment Cap The City Council must consider an assessment amount at the time a PID is created. Assessments should not exceed $0.40 per $100 valuation regardless of whether the project is within the City limits or the City's ETJ. The assessment may be less than $0.40, and the City Council may even consider an amount higher than the recommended $0.40 cap if they believe it is in the best interest of the community. Section 5 - PID Petition /Documentation Developers requesting a PID are required to submit a completed PID petition /application to the Economic Development Partnership Board (EDPB). The EDPB will review the proposal and make recommendation to City Council. The application will provide the following: A. Description of the development that clearly defines the elements of the project that exceed the Denton Development Code and how those elements of the project will be measured. B. Documentation that the project provides a desired product that is not available or is limited within the city limits or the ETJ. C. Detailed project financials and developer financial information to ensure the viability of the company. If the developer has participated in previous PIDs, success of previous PIDs must be demonstrated. D. Developers must declare whether they will hold ownership of the residential property within the development or sell sections /lots to builders, and the proposed timing of the sale of such sections /lots. E. Sample documentation to be provided at the time of sale that clearly discloses the existence of the PID, the amount of the assessment, options for payment, and liability to owner should assessment become delinquent. F. Project financial documents must include payment for City of Denton administrative costs. G. Project financial documents must declare the party responsible for maintenance of the improvements and describe how maintenance will be funded. If an element of the PID funds operation and maintenance, a list of improvements supported by PID funds must be provided. H. Project financial documents must include payment for administrative and reasonable legal costs that may be incurred by the City to foreclose on any property within the project for non - payment of PID assessment. Section 6 — Administrative Costs The PID documentation must provide for the reimbursement of the City's on -going administrative and legal costs relative to reviewing, preparing, auditing the feasibility report, preliminary costs estimates, five -year service and assessment plan and assessment roll, and costs relating to foreclosures, etc. A $2,500 deposit must accompany all PID applications to be applied toward administrative costs related to the processing and review of the application, which may include staff time, public notices, etc. The City will track costs and refund any excess monies once the PID has been established or denied. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 14 -0807, Version: 1 DEPARTMENT: CM/ ACM: Date: Agenda Information Sheet CMO /Planning John Cabrales, Jr. December 16, 2014 SUBJECT Receive a report and hold a discussion regarding billboards impacted by the I -35E widening project. BACKGROUND With the adoption of the Denton Development Code (DDC) in 2002, the regulation of private signs was incorporated into Subchapter 15 Sign and Advertising Devices. This Sign Ordinance regulated the construction, reconstruction, erection, installation, placement, relocation, maintenance, display use, modification, alteration and removal of private signs within the Corporate City Limits. Off - premise signs were prohibited within the City and defined as: "a sign displaying advertising copy that pertains to a business, person, organization, activity, event, place, service or product not principally located or priinarily inanufactured or sold on the preinises on which the sign is located". Section 35.15.4 addressed prohibited signs and made it unlawful, by this ordinance, to place signs within public right -of -way and billboards were therefore defined as off - premise signs. Furthermore, with the adoption of Subchapter 15 of the DDC (Section 35.15.10.2), and as of or after March 1, 1989, it became unlawful for any person to maintain any off - premises (billboard) sign on any premises within the Corporate Limits and within the Extra Territorial Jurisdiction (ETJ) without having a valid registration tag. Those signs not registered would be considered illegal signs and would have to be removed. Subsequently, with the adoption Ordinance 2014 -406 on December 1, 2014, the sign ordinance in Subchapter 15 of the DDC was repealed and a (revised) Sign Ordinance was incorporated in Chapter 33 of the Code of Ordinances. Additionally, Section 33.1A.G of Ordinance 2014 -406 states, as part of Basic Principles, Billboard Policy, "New billboards, as defined herein, are prohibited. Existing legal billboards may not be converted to digital display ". A billboard is defined as "a permanent structure sign in a fixed location which meets any one or more of the following criteria: 1) it is used for general advertising for hire; 2) it is used to display off -site commercial messages; 3) it constitutes a separate principal use of the property, in contrast to an auxiliary or accessory use to the principle use of the property." The purpose of this report is to discuss the requirements of the Sign Ordinance as it relates to the relocation of City of Denton Page 1 of 3 Printed on 12/12/2014 File #: ID 14 -0807, Version: 1 the billboards that are impacted by the I -35E widening project. In preparation for this discussion, Staff has created a case study of the existing billboards along the I -35E corridor impacted by the widening of I -35E. Based on the research, there are a total of 89 billboards along the I -35E corridor. Of this total, 27 are contained within the I -35E right -of -way expansion and would have to be removed and (or) relocated as a result of roadway improvements. The remaining 62 billboards are not impacted by the expansion of I -35E. It should also be taken into consideration these billboards contain front and back copy area and therefore, may not, and in most instances, do not contain the same advertisement/slogan. The Sign Ordinance states, in Section 33.10.6, the relocation requirements of off - premise /billboards signs that are impacted as a result of eminent domain issues, which is applicable to the 27 billboards impacted by the widening of I -35E. Specifically, this Section states; "Relocation Under Eminent Domain. Notwithstanding any other provision of this Chapter, any sign which is a legally existing nonconfor^ining sign inay be relocated if the property upon which the sign is located is acquired by any condeinning authority through the exercise or threat of its power of eininent doinain. A. Restrictions. The land upon which the sign is to be relocated shall: 1. Be within the saine lot or tract as the original location; or 2. If on a different lot or tract, establish a relocation site within one thousand (1,000) feet of the area acquired by the condeinning authority. If the relocation site is not already owned or leased by the sign owner, it inay be acquired at the expense of the sign owner or the condeinning authority. B. Such relocated sign shall be placed, insofar as possible, as to coinply with all the provisions of this Chapter. In essence, the aforementioned Section allows the 27 signs impacted by eminent domain, as a result of the roadway widening, to be relocated. However, the relocation site can be on the same lot or tract or if an alternative location is proposed, it has to be within 1,000 feet of the area acquired for expansion by TXDoT. Furthermore, with regard to Section 33.10.6A1, in the event a billboard is located on the same lot, and the zoning district prohibits the billboard sign, and as long as the residents are not put into worse condition as the existing one, the billboard will be permitted. However, if the sign is relocated on an alternative lot or tract but the zoning on the property prohibits the off - premise sign/billboard, alternate location would have to be found. It should be taken into consideration, and per Section 33.14.1, billboards signs are prohibited in the following residential districts if they are being relocated per Section 33.10.6A2; Rural District 5 (RD -5) Neighborhood Residential 1 (NR -1) District Neighborhood Residential 2 (NR -2) District Neighborhood Residential 3 (NR -3) District Neighborhood Residential 4 (NR -4) District Neighborhood Residential 6 (NR -6) District Neighborhood Residential Mixed Use 12 (NRMU12) District Downtown Residential (DR -1) District Downtown Residential (DR -2) District The relocation of an affected billboard is permitted within certain parameters. However, in some instances, the City of Denton Page 2 of 3 Printed on 12/12/2014 File #: ID 14 -0807, Version: 1 existing structural integrity of the sign may not be in compliance with current code. Therefore, a sign can be re built to current code specifications; however, the copy area and height of the billboard may not be larger than the existing sign. Furthermore, engineered drawings would have to be submitted the permit application for review and approval/denial by the Building Inspection Department. In conclusion, the intent of this report is to provide the City Council specific details on the number of off - premise /billboards signs that are being impacted as a result of the I -35E right -of -way expansion project. Two applications for relocation have already been submitted and are currently under review. The sign ordinance regulations, as discussed, allows for the these billboards to be relocated under the specific parameters already detailed in the body of this report. EXHIBITS 1. Billboard Location and Zoning Map Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Munal Mauladad Assistant Director Planning and Development City of Denton Page 3 of 3 Printed on 12/12/2014 r � iBVum II �IIV' "Y i i „II ililil n mm h � uumi is / /r uuuH'lllluumi� � � � � IIIIIIIIII "Mo, City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 14 -0821, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the David Hough Survey, Abstract Number 646, located generally in the 3900 block of Quailcreek Road, located in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and 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: Parcel M139 - Robert Donnelly) City of Denton Page 1 of 1 Printed on 12/12/2014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 1'uw ww.cityofdenton.com DENTO Legislation Text File #: ID 14 -0824, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition or the condemnation of fee simple tracts, utility easement tracts, slope easement tracts, drainage easement tracts and temporary construction easement tracts for the Bonnie Brae Street Widening and Improvements project, the limits of which are generally between the intersection of Bonnie Brae Street and Interstate Highway 35 East and the intersection of Bonnie Brae Street and U.S. Highway 380, affecting real property tracts in the Robert Beaumont Survey, Abstract No. 31, the Buffalo Bayou, Brazos and Colorado Railroad Survey, Abstract No. 192, and the Eugene Puchalski Survey, Abstract No. 996, in the City and County of Denton, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the tracts referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the Denton City Council under the Texas Rules of Disciplinary Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. City of Denton Page 1 of 1 Printed on 12/12/2014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 14 -0833, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; Deliberations regarding Consultation with the City Attorney - Under Texas Government Code, Section 551.071; Deliberations regarding Economic Development Negotiations - Under Texas Government Code, Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding economic development incentives for a business prospective in the Cole Ranch Development. This discussion shall include commercial and financial information the City Council may receive from the business owners which the City seeks to have locate, stay, or expand in or near the territory of the City, and with which the City Council is conducting economic development negotiations, including the offer of financial or other incentives. Also hold a discussion with the City's attorneys on the referenced topic where 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. City of Denton Page 1 of 1 Printed on 12/12/2014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 14 -0850, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071 Consult with and provide direction to City's attorneys regarding potential litigation and legal issues and strategies associated with the City's sign code and sign regulations, where a public discussion of such matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of Denton Page 1 of 1 Printed on 12/12/2014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 14-0847, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. City of Denton Page I of I Printed on 12/12/2014 povvoi(d by I oqlshi ''I City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 14 -0796, Version: 1 Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071. 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 vested rights; impacts of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance, both current and proposed; settlement matters concerning gas well drilling in the City; surface development issues involving surface and mineral estates; and legal matters associated with a citizen's initiative ordinance and pending litigation styled Jerry Patterson, Commissioner, Texas General Land Office v. City of Denton Texas, Cause No. D- 1- GN -14- 004628 currently pending in the 53rd District Court of Travis County and Texas Oil and Gas Association v. City of Denton, Cause No. 14- 09833 -431 currently pending in the 431st District Court of Denton County regarding hydraulic fracturing where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of Denton Page 1 of 1 Printed on 12/12/2014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 1'&IM111iffidrith w ww.cityofdenton.com DENTO File #: ID 14 -0838, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Denton Humanity Restored's Actively Caring for People Month City of Denton Page 1 of 1 Printed on 12/12/2014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 14 -0736, Version: 1 Agenda Information Sheet DEPARTMENT: Police CM/ ACM: Jon Fortune Date: December 16, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2013 -335, prescribing the number of positions in each classification of police officer; providing a repealer clause; and declaring an effective date. BACKGROUND Texas Local Government Code Chapter 143 requires the governing bodies of all jurisdictions with Civil Service employees to officially authorize the exact number of Civil Service employees. In the FY 2014 -2015 budget, the Police Department received funding for three (3) additional police officers. The chart in Exhibit 1 depicts the authorized Civil Service positions for the Police Department in FY 2013 -2014 and the changes to the authorized positions for FY 2014 -2015. Staff requests City Council to authorize the Civil Service positions for the Police Department as budgeted for FY 2014 -2015. In addition to the authorization of new positions from the FY 14 -15 budget, the Police Department is changing the position title of Police Captain to Police Deputy Chief. This change reflects a growing trend among law enforcement agencies in the Metroplex, and the Police Department feels this change is appropriate given a comparison of overall job duties, responsibilities, and rank structures with comparator cities. A detailed memorandum is attached as Exhibit 3. FISCAL INFORMATION There will be no additional fiscal impact due to the fact that all authorized positions have been funded in the FY 2014 -2015 budget. EXHIBITS Exhibit 1 - Sworn Classification Chart Exhibit 2 - Sworn Position Ordinance Exhibit 3 - Position Title Change Memo Respectfully submitted: City of Denton Page 1 of 2 Printed on 12/12/2014 File M ID 14 -0736, Version: 1 Lee Howell Chief of Police Prepared by: Scott Fletcher Captain City of Denton Page 2 of 2 Printed on 12/12/2014 h rvvm d by I cx:ls i''I Exhibit A Police Department: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CLASSIFICATION . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 2013/2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014/2015 Sworn Sworn Positions Positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chief of Police . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Deputy Chief 0 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Captain . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Lieutenant 8 8 Sergeant 16 16 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Police Officer (and Recruits) . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . 132 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135 TOTALS 160 163 c:\ users \100861\appdata \local\microsoft \windows \temporary internet files \content.outlook \fo I6cug9\2014 -201 S swom officer ordinance (2).docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING ORDINANCE NO. 2013 -335, PRESCRIBING THE NUMBER OF POSITIONS IN EACH CLASSIFICATION OF POLICE OFFICER; PROVIDING A REPEALER CLAUSE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on December 17, 2013, the City Council passed Ordinance No. 2013 -335, adopting and approving a schedule of Authorized Positions which relates to compensation and classification of police officers and fire fighters; and WHEREAS, since the passage of Ordinance No. 2013 -335, the Police Department has determined that this ordinance needs to be amended to more correctly reflect the total number of Police Department positions; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Ordinance No. 2013 -335 is hereby amended as provided herein. SECTION 2. The City Council hereby adopts and approves a schedule prescribing the number of positions for each classification of police officer in the City of Denton, attached hereto and incorporated by reference herein as Exhibit "A." SECTION 3. This ordinance shall be cumulative of all provisions of ordinances of the City of Denton, Texas, except where the provisions of the ordinance are in direct conflict with the provisions of such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 4. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph, or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs, and sections of this ordinance, since ' the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph, or section. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY Im APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Lot• Page 2 CHRIS WATTS, MAYOR EXHIBIT "A" Police Department: CLASSIFICATION 2013/2014 NUMBERS 2014/2015 NUMBERS Chief of Police 1 1 Deputy Chief 0 3 Captain 3 0 Lieutenant 8 8 Sergeant 16 16 Police Officer (and Recruits) 132 135 TOTALS 1601 163 Page 3 DEPAR'll MENT O1F POLICE 60 V E. I IfCKORY STREET, SUITE E 0 DENTON, TEXAS 76205 0 940 -349 818 � 0 FAX 940 ..349 ®7966 MEMORANDUM DATE: September 17, 2014 TO: Carla Romine - Haggmark, Director of Human Resources FROM: Lee Howell, Chief of Police SUBJECT: Position Title Change Please accept this memo as an official request to change the position title of Police Captain to Police Deputy Chief. Driven primarily by growth, a recent evolution in command structure of comparable sized and larger local agencies has trended toward lowering the status of the title of Captain, or replacing it with other rank titles. Many Chapter 143 agencies have replaced the title with Deputy Chief, Commander, or Major, and some agencies including Dallas and Ft. Worth are phasing out the rank title. Police command structure typically follows a military style hierarchy. All departments will not have all levels so some are interchangeable especially when examining job description duties. The following is an example of the usually accepted police command chain: Chief Assistant Chief Deputy Chief Commander Colonel Major Captain Lieutenant Sergeant Corporal Officer Comparing job duties and responsibilities of our Captains to other agencies, they more closely fall into the range of the Assistant Chief to Commander level. The Captain title at other agencies falls into a similar comparison of Lieutenants at DPD, and in some cases are first line supervisors more equivalent with our Sergeants. Since we currently do not have an Assistant Chief, the duties of this position are shared between the three Captains. In the absence of the five listed ranks between Chief and Captain, the title of Deputy Chief better fits this position at DPD. All three of our Captains have applied and competed for open chief positions at this or other agencies in the last few years. Each brings a slightly different experience from those processes but all agree they believe the title of Captain puts them at a disadvantage when competing against Assistant or Deputy Chiefs, Majors or Commanders, even though the duties and responsibilities may compare. While Chapter 143 specifically refers to Assistant Chief and Captain ranks, the position immediately below the level of Chief is appointable regardless of its title. This change would not affect the ranks below Captain under the current organizational structure. It may be that in the future we assess the overall structure of the organization and find the need to fill an Assistant Chief position, and reevaluate all command ranks. This is called for in our department staffing study recently conducted by Dr. Eric Fritsch of UNT. If you have any questions or need any additional information please contact me. Lee Howell Chief of Police 10/ kl') � City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 14 -0815, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: December 16, 2014 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Agreement with the Texas Woman's University (TWU) under Chapter 791.001 of the State of Texas Government Code, to authorize the City of Denton to provide five (5) electronic tickets writers including software, implementation services, training and licensing fees, which will be loaned to the TWU Police Department to assist with Class C Misdemeanor enforcement; authorizing the expenditure of funds therefor; and declaring an effective date (File 5706). FILE INFORMATION TWU Public Safety Officers currently issue paper citations and parking tickets to violators who commit Class C Misdemeanor offenses and civil parking violations that occur on the University Campus and surrounding area. TWU officers issue City of Denton citations and file them in the Denton Municipal Court. All fines and fees collected from TWU citations are considered revenue to the City of Denton which includes mandated court costs remitted to the State of Texas. Under the current manual process, a TWU officer drives over to the Court and delivers the paper citations once a week. These citations are manually entered into the court software. The use of the electronic ticket writers will create an automated web based upload and import process that will expedite the Court's data entry process and provide a one day filing time. During the Fiscal Year 2014 -15 budget process, the Court reduced a full time data entry position to a part time position based on the planned implementation of the automated ticket writers. The savings from this staffing change fully offset the cost of the ticket writers. The electronic ticket writers are currently in use by the City of Denton and University of North Texas Police Departments. Tyler Technologies, which is the Municipal Court's current software provider, performs the interface to import the data. This interface has been in place with the Denton Police Department since 2009 and University of North Texas since 2010. RECOMMENDATION Approve an Interlocal Agreement with the Texas Woman's University for the loan of five (5) electronic tickets writers and supporting hardware to be utilized by the TWU Public Safety Officers. PRINCIPAL PLACE OF BUSINESS Texas Woman's University Police Department City of Denton Page 1 of 2 Printed on 12/12/2014 File #: ID 14 -0815, Version: 1 Denton, Texas ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by both parties and will remain in effect until terminated by either party. F,XHIHITS Exhibit l: Ordinance Exhibit 2: Interlocal Agreement with Texas Woman's University Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Toby May at 349 -8515. City of Denton Page 2 of 2 Printed on 12/12/2014 EXHIBIT 1 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH TEXAS WOMAN'S UNIVERSITY (TWU) UNDER CHAPTER 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE, TO AUTHORIZE THE CITY OF DENTON TO PROVIDE FIVE (5) ELECTRONIC TICKETS WRITERS INCLUDING SOFTWARE, IMPLEMENTATION SERVICES, TRAINING AND LICENSING FEES, WHICH WILL BE LOANED TO THE TWU POLICE DEPARTMENT TO ASSIST WITH CLASS C MISDEMEANOR ENFORCEMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 5706). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute an Agreement with Texas Woman's University under Section 791.001 of the Texas Government Code, a copy of which is attached hereto and incorporated by reference herein (the "Agreement "). SECTION 2. The City Manager or his designee is authorized to expend funds pursuant to the Agreement for the purchase of various goods and services. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5706 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY _ M BY: kixtyllsorsiffmLo e A= EXHIBIT 2 This Interlocal -Agreement (the "Agreement") is made and entered into this day of _, 2014, between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter and TE ' XAS WOTNIAN'S LJNIVERSITY I I I I I i, (hereinafter) , WtJ" arid air agency of the State of Texas. WHEREAS, both the City and the State of Texas have the authority to enter into this Agreement pursuant to Chapter 791, Texas Government Code; and WHEREAS, the purchase of five (5) Electronic Ticket Writers supported by Brazos Technology in partnership with Tyler. Technologies, owner of Incode Court software currently used by the City of Denton Municipal Court contemplated under this Agreement is of mutual interest and benefit to TW[J and the City. The purpose of the ticket writers is to issue Class C Misdemeanor citations and parking tickets on behalf of the City. The City shall provide and loan five (5) Electronic Ticket Writers to the TWLJ police Department to assist with the enforcement activity related to Class C Misdemeanors. WHEREAS, it is inutuaUy beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the public safety and welfare of the residents of the ("try and students attending TWU. WHEREAS, all fines, and fees collected by the City from citations issued by TWLJ will be considered revenue to the City of Denton and the State of Texas as mandated by legislation governing State and Local court costs. WHEREAS, TWU agrees to utilize the equipment purchased by the City in this agreement for the express purpose of issuing citations which will be filed with the City's Municipal Court. NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties hereby agree as follows: 1. STATEMENT OF WORK: The City of Denton will purchase, five Nlotorola MC67 devices, one. fOLir-bay docking cradle, one four-bay battery charger, five Zebra Bluetooth Printers, Brazos ;Mobile Application Soft-ware, implementation services, training and licensing fees along with extended warranties as described in the quote submitted by Tyler Technologies. The City will pay the annual maintenance fee for the equipment and system interface. 2. LOCATION: All equipment relating to the operation of the ticket writers will reside pit TW_LJ and subject to inspection by the City. 3. DAMAGE: The cost of equipment. damaged or destroyed while in use by TW1,J (if not covered under warranty) will be paid by 'IWLJ. 4. TOTAL AMOUNT OF THE PURCHASE BY THE CITY. $31,385.00 with maintenance fees of $3,988.00 annually. Purchase of equipment will be made in fiscal 14 '15 through a supplemental package submitted by the ,'Municipal Court and approved through the budget process. 5. TERMINATION. Upon the termination of the relationship and agreement between the City and 'IVIU all equipment shall he returned to the City within 15 days. 6. BREACH / OPPORTUNITY TO CURE. The parties hereto expressly covenant and agree that in the event either party is in default of its obligations herein, the party not in default shall provide to the party tit default at least thirty (30) days written notice to cure said default before exercising any of its rights as provided for in this Agreement. 7. LIABILITY. The parties to this Agreement arid their respective officers and employees shall not be deemed to assume any liability for the acts, omissions and negligence of the other party. 8. FORCE MAJUERE, Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereurider when such failure is clue to art act of God, or other circumstance beyond its reasonable control, then said failure shall be excused for the duration of such event and for Such a time thereafter as is reasonable to enable the pat-ties to resume performance wider this Agreement. 9.' DISPUTE RESOLUTION. The (,try must use the dispute resolution process provided in Chapter 2260 of the Texas Government Code to attempt to resolve a dispute arising under this contract and such process is a required prerequisite to suit in accordance with Chapter 107, Texas Civil practice and Remedies Code. The City must submit written notice of a claim of breach of contract under this chapter to TWI.) is an agency of the State of '.Texas and EXHIBIT 2 nothing in this Yygrcement waives or relinquishes the right of'fWU to claim any exemptions, privileges and immunities as may be provided by law. 10. REMEDIES. 'fluffs Agreement shall be construed by and governed by the laws of the State of Texas. Venue for any legal action necessary to enforce the Agreement will be in Denton County, Texas. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be Cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof. 11. ENTIRE REPRESENTATION. 'I I his Agreement contains the entire agreement between the parties and supersedes any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of the ilgreernent. No amendments or modification of this zlgrcemcnt shall be effective unless set forth in writing executed by duly authorized representatives of each party. This \grcernent shall be construed in accordance with the laws of the State of "Texas. 12. WAIVER. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future exercise thereof. U ASSIGNMENT. ]'his l\greement may not be assigned in whole or in part by any of the parties without prior written consent of the other Party. 14. SEVERABILITY. In tyre event that any section, paragraph, sentence,, clause or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Y\greement and the same shall remain in full force arid effect. 15. AMENDMENTS. This Agreement may be amended from time to time by written amendment by both parties. 16. NOTICE. Any notice required to be given in connection with this Agreement shall be in writing and shall be deemed effective if hand delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, or if sent by private receipted courier guaranteeing same day or next-day delivery, addressed to the respective party at its address provided below. If sent by U.S. certified mail in accordance with this Section, such notices shall be dcerned given and received on the earlier of (a) actual receipt at the address of the named addressee, or (1)) on the third (3rd) business day after deposit with the United States Postal Service. Notice given by any other means shall be deemed given and received only upon actual receipt at the address of the named addressee. TexasWoman'sUniversity Police Department 301 Administration Drive Denton,'I'cxas. 76204 (,try of Denton Purchasing Department 901B Texas Street Denton, `Texas 76201 Attu: purchasing i'vlanager Telephone: 940--349 7133 17. NO THIRD PARTY BENEFICIARIES. Ivor purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) the Agreement only affects matters/disputes between the parties to this z�greement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with the State or (-',try, or both; arid (2) the terms of this Agreement are not intended to release, either by contract or by operation of law, any third person or entity from obligations owed by them to either the State or City. 18. ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between the County and ("try and supersedes all other negotiations, representations or agreement, written or oral, relating to this Agreement. The parties have caused this z\greement to be executed by their duly authorized representative. TEXAS WOMANS UNIVERSITY CITY Ol,'I)F,,N'.L'C)N'.['I,'XjkS By: as to Form 0 Date ACKNOWLEDGEMENT STAT17, OFTEXAS EXHIBIT 2 Title: Datc COUNTY OF DENTON 6 go14 This instrument was acknowledged bcfore me on the 2-441 day of ;4t by on behalf of the City of Denton, "Texas. rM M = I Lj0Z4"qmW,dM=m0D4q 40 Svm .40 gamm's oqqm &mom 0 Notary I? lic in and for e State <>f "I "exas City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 14 -0816, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: December 16, 2014 SUBJECT Consider adoption of an ordinance of the Council of the City of Denton, Texas accepting a proposal and awarding an "Agreement for the P.L.U.S. One program by and between the City of Denton, Texas and Interfaith Ministries, Inc." for a utility assistance program for low - income Denton residential households in an amount not -to- exceed $100,000 per year; providing for the expenditure of funds therefor; and providing an effective date (RFP 5630 - Utility Assistance Program for the City of Denton, Texas -for a one (1) year term with two (2) one year renewal options). The Public Utilities Board recommends approval (7 -0). BACKGROUND Denton Municipal Utilities' Prevent Loss of Utility Service (P.L.U.S. One) program was created in 1983 to provide qualifying customers facing a temporary financial crisis with the funds necessary to pay their utility bills. Since April 2011, the program has been funded by a combination of customer donations and allocations from Denton Municipal Utilities (DMU). For the past 16 years, Interfaith Ministries, Inc., has administered the program on the City's behalf. Since April 2011, 844 families have received assistance through the P.L.U.S. One program. The funds provided to those families have helped them reestablish themselves following a financial crisis while ensuring that their power, water, wastewater and solid waste services are not interrupted. A set of program guidelines provide the City of Denton's partner agency with the criteria necessary to screen and evaluate applications for assistance. As part of the Request for Proposal (RFP) process to secure a partner agency, City staff updated the program guidelines (Exhibit 2) to ensure assistance continues to be available for low and fixed income families with postpaid or prepaid utilities accounts. RFP INFORMATION On September 3, 2014, staff issued a Request for Proposals (RFP) to vendors qualified to administer a utility assistance program. Requests for proposals were sent to three (3) agencies. In addition, specifications were advertised in the local newspaper and placed on the Materials Management website for prospective agencies to download. A selection committee comprised of three representatives from Customer Service, Denton Municipal Electric, and Community Development reviewed the one proposal that was submitted. Proposals were solicited utilizing the following criteria to evaluate the best value: City of Denton Page 1 of 3 Printed on 12/12/2014 File #: ID 14 -0816, Version: 1 1. Delivery timeframe and project schedule 10% 2. Compliance with specifications, quality, and reliability 20% 3. Indicators of probable performance under contract 20% 4. Price, total cost of ownership 50% The evaluation committee's approach was to find the most qualified firm at a reasonable price to ensure the best value for the organization. The committee's goal while evaluating the agency's qualifications was to confirm that the agency had adequate experience in the administration of a utility assistance program while being accessible to citizens residing within Denton. Given Interfaith Ministries, Inc.'s successful administration of the P.L.U.S. One program for the past 16 years, the committee felt comfortable awarding the contract to the agency. The City's prior agreement with Interfaith Ministries, Inc. allowed for $85,000 of utility funds to be allocated each year in order to supplement funds received via donation from utility customers. At the time, customer donations were approximately $15,000 per year and declining. Administrative expenses up to $14,000 per year were allowed to be deducted from the trust fund. The proposed agreement allows a total allocation of $100,000 per year through any combination of donations or utility funds. This change provides greater flexibility should donations increase or decrease during the course of the agreement. The total for allowable administrative expenses will remain at $14,000 per year (Exhibit 1- Pricing Sheet). Because economic conditions, changes in weather, and the availability of assistance from other agencies greatly influence demand for financial assistance, the amount of funds meeting customer and community needs tends to fluctuate (Exhibit 3). As a result, staff reevaluates the allocation amount each quarter, and in the event of a financial reserve, the City reserves the right to reduce the allocation in order to draw down on funds held in reserve. In addition, the City Council may elect to increase or decrease funding levels at any time during the course of this agreement. The selection of Interfaith Ministries, Inc. enables the City to continue providing financial assistance to those customers in the utility system that need it most. Because Interfaith Ministries, Inc. is currently administering the program on behalf of Denton Municipal Utilities, staff anticipates no interruption of service following the execution of the ordinance and service agreement. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) The P.L.U.S. One program was initiated by Denton Municipal Electric and approved by the City Council in 1983. Interfaith Ministries, Inc. partnered with the City of Denton to administer the program in 1998. On March 28, 2011, the Public Utilities Board recommended a one year agreement with Interfaith Ministries, Inc. for the administration of the P.L.U.S. One program. On April 5, 2011, the City Council approved a one year agreement with Interfaith Ministries, Inc. for the administration of the P.L.U.S. One program. On March 26, 2012, the Public Utilities Board approved an extension to the agreement with Interfaith Ministries, Inc. for the administration of the P.L.U.S. One program. On April 3, 2012, the City Council approved an extension to the agreement with Interfaith Ministries, Inc. for City of Denton Page 2 of 3 Printed on 12/12/2014 File #: ID 14 -0816, Version: 1 the administration of the P.L.U.S. One program. RECOMMENDATION Staff recommends a contract for the administration of a utility assistance program for low - income households be awarded to Interfaith Ministries, Inc. in the three (3) year not -to- exceed amount of $300,000. PRINCIPAL PLACE OF BUSINESS Interfaith Ministries, Inc. Denton, TX FISCAL INFORMATION The attached agreement (Exhibit 5) allows for a total allocation of $100,000 per year through any combination of donations or utility funds. Utility Customer Service account 630800.7883 will be used to process the payments to the P.L.U.S. One program. FYHIRITC Exhibit l: Pricing Sheet Exhibit 2: Program Guidelines Exhibit 3: Program Expenditures Exhibit 4: PUB Minutes Exhibit 5: Ordinance Exhibit 6: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Ethan Cox at 349 -7421. City of Denton Page 3 of 3 Printed on 12/12/2014 EXHIBIT 1 RFP 5630 Pricing Sheet for UTILITY ASSISTANCE PROGRAM Respondent's Business Name Interfaith Ministries of Denton, Inc. Principal Place of Business (City and State) Denton, TX Services Proposal Pricing: ITEM Type of Service Requested Cost of Service 1 One -time program setup cost. $ Project Schedule (10%).1 Annual administrative reimbursement. Please detail the total reimbursement requested for TOTAL 2 administering the program for one year. The sum total should include all cost recovery sought by the agency for personnel, technology, supplies, and other costs associated with administering the program. $ 14,000.00 Total Cost $ 14,000.00 Payment Term Discounts Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated below. Price, Total Cost of Ownership (50 %) 50 Comp with specifications, quality, reliability, characteristics to meet stated or implied needs (20 %) 20 Indicators of Probable Performance under contract (20 %) 20 Project Schedule (10%).1 10 TOTAL 100 Personnel /Adm 11,350 Phone /technology 950 Occupancy 1,500 Office Supplies 200 TOTAL 14,000 EXHIBIT 2 P.L.U.S. ONE — (PREVENTION OF LOSS OF UTILITY SERVICE) CITY OF DENTON - UTILITY ASSISTANCE PROGRAM GUIDELINES This utility funding program is set up by the City of Denton, Texas to encourage utility customers to add a voluntary monthly contribution amount to their utility bill or payment. In addition, the Customer Service Department of Denton Municipal Utilities, may from time -to- time allocate an agreed upon amount of utility late payment penalty funds and other revenue from Denton Municipal Electric ( "DME ") to supplement the customer donations. The funds will be used to provide financial assistance to utility customers experiencing financial hardship and whose service is pending termination or has been terminated for reason of non - payment. These funds are first collected by the City of Denton and then placed in a special Trust Fund designated solely for the "P.L.U.S. One" Program ( "Program ") for the purpose of utility payment assistance. The City of Denton then disburses the funds on a monthly basis to the CONTRACTOR, who administers the Program. A. The following guidelines will apply to the use of Program funds to provide assistance: 1. Denton Municipal Utility customers who qualify for the Program will be eligible for only one payment from the Program fund during a twelve -month period, unless otherwise qualified and designated as an extreme hardship by CONTRACTOR. 2. Persons receiving assistance must be a City of Denton residential service customer, and provide evidence of a financial hardship. In order to be eligible, customers must produce documentation verifying an unpaid utility account balance payable to the City of Denton, Texas, or demonstrate that utility service from the City of Denton, Texas is in jeopardy of delinquency and /or disconnection. 3. Assistance may be used for short -term crisis intervention to restore or maintain utility service. Additional assistance may be approved by CONTRACTOR if the financial circumstances of the person(s) receiving assistance is designated as an extreme hardship. 4. Apparent consistent excessive utility usage will be a negative factor in determining eligibility. These cases will be referred to the City of Denton Customer Service Department for review prior to considering and /or providing Program assistance. EXHIBIT 2 5. The overall financial resources available to the applicant will be considered in determining eligibility. 6. Program assistance will be solely in the form of payment made or obligated to the City of Denton for Denton Municipal Utility service only. There will no disbursements other than to the City of Denton, Texas by CONTRACTOR. 7. Priority will be given to residential households whose circumstances are as follows: a. Gross family income is 65% or less of the Area Median Income ( "AMI ") b. Electricity powered life support systems are in use. c. Serious illness exists with a member of the household. d. Disabled or homebound or elderly residents age 65 years or above, existing on a fixed income reside there. e. Small children of that household reside at the dwelling. f Recent emergencies such as a home fire, layoffs from work, excessive medical expenses, etc., have occurred and are beyond the applicant's control. 8. Preferences will be given to families that meet the income guidelines, who have also resided in Denton for at least six (6) months, and families who have not received utility assistance within twelve months of the current application. 9. Although income is not the only criteria for determining eligibility, it will serve as a strong indicator of need and ability to pay. All requests will be treated on a case -by -case basis. B. The following are the current guidelines for Program administration: 1. CONTRACTOR is required to provide monthly financial and beneficiary reports to the CITY and give a Program accounting to the Public Utilities Board, not less than once per year, if requested. The annual report for the preceding calendar year shall be delivered to the CITY no later than April 1, of each subsequent year that this Agreement is in effect, beginning on April 1, 2015. 2. A portion of Program funds may be used by CONTRACTOR to help cover reasonable Program administration costs. 3. It is the responsibility of the Utilities Customer Service Department to obtain the dollar amount donated by customers each month and deposit funds in the Trust EXHIBIT 2 Fund. The Department shall also determine the total amount of utility late charges collected for the preceding month for accounting purposes. 4. The Community Development Division of the City of Denton will provide the Contractor with necessary information to allow the Contractor to provide Program services. C. Denial of Utility Assistance Trust Funds ( "Trust Funds ") to utility customer: 1. Except in designated cases of "extreme hardship," the guidelines for the distribution, use and administration of the Utility Assistance Trust Funds provided by the City shall be distributed and or applied under these utility assistance program guidelines. 2. In the event the Contractor does not approve the distribution or use of Trust Funds to a utility customer and the customer requests a review and or appeal of the denial, the Contractor shall first have the right to require a written request from the customer in accordance with current policy guidelines as may be established from time to time by the Board of Directors of the Contractor. 3. In the event the Contractor does not approve the distribution or use of Trust Funds to a utility customer after the review and or appeal of the denial, the Contractor shall provide customer with a copy of this EXHIBIT "A" (a copy of these "Guidelines ") of this Service Agreement, and identify the applicable guideline or guidelines used for denial of utility assistance. 4. Monthly reports submitted by Contractor to the City will include information on number of clients denied assistance and the various reasons for denial. 5. Periodically or on a case -by -case basis, the City may request a copy of the Contractor's review and /or appeal file established for purposes of the City's P.L.U.S. One - Utility Assistance Program. Qualifyin2 Income Limits for P.L.U.S. One - Utility Assistance Program Maximum Income Levels FY 2014 Income Limits Summary — Denton County Median Income $67,900 Family Low Income Very-Low Income Extremely -Low Income Size 65% AMI — 50% AMI 50% AMI — 30% AMI <30% AMI 1 $38,050 $23,800 $14,250 2 $43,450 $27,200 $16,300 3 $48,900 $30,600 $18,350 4 $54,300 $33,950 $20,350 5 $58,650 $36,700 $22,000 6 $63,000 $39,400 $23,650 7 $67,350 $42,100 $25,250 8 $71,700 $44,850 $26,900 Prepared by the Economic and Market Analysis Division, HUD. M yC W 4—j L= LL • ui J N C N :3 C O 4-J ca -F- O O O O O O O O O O O O O 00 l0 � N qj)- qj)- qj)- qj)- O m 0 N m r-i O N i N rH r-i O c N N •L CL N O N b.0 r-I � r-i cn O N r-I � r-I 4- O O N cO O +_� r-j cc O o N Q EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD December 8, 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 open meeting on Monday, December 8, 2014 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, Barbara Russell, Lilia Bynum and Charles Jackson Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 1. Consider recommending approval of an ordinance accepting competitive proposals and awarding a contract for a utility assistance program for low - income households, providing for the expenditure of funds therefor; and providing an effective date (RFP 5630 — awarded to Interfaith Ministries in the three year not -to- exceed amount of $300,000). Motion was made to approve item 1 by Board Member Bynum with the second by Board Member Gallivan. The vote was 7 -0 approved. Adjournment 10:48 a.m. EXHIBIT 5 ORDINANCE NO. 2014- AN ORDINANCE OF THE COUNCIL OF THE CITY OF DENTON, TEXAS ACCEPTING A PROPOSAL AND AWARDING AN "AGREEMENT FOR THE P.L.U.S. ONE PROGRAM BY AND BETWEEN THE CITY OF DENTON, TEXAS AND INTERFAITH MINISTRIES, INC." FOR A UTILITY ASSISTANCE PROGRAM FOR LOW - INCOME DENTON RESIDENTIAL HOUSEHOLDS IN AN AMOUNT NOT -TO- EXCEED $100,000 PER YEAR; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5630 — UTILITY ASSISTANCE PROGRAM FOR THE CITY OF DENTON, TEXAS —FOR A ONE (1) YEAR TERM WITH TWO (2) ONE YEAR RENEWAL OPTIONS). WHEREAS, the City Manager has reviewed the proposal of Interfaith Ministries, Inc. regarding a Utility Assistance Program known as the P.L.U.S. One Program ( "Prevent Loss of Utility Service "), which provides for utility assistance for low - income households; and hereby recommends that the proposal of Interfaith Ministries, Inc. is appropriate for the administration of the Utility Assistance Program in the City, as proposed and submitted; and WHEREAS, funding for the Utility Assistance Program will be provided by: (1) voluntary charitable contributions made to the P.L.U.S. One program by citizens of Denton, Texas and ratepayers of Denton Municipal Utilities and (2) by an allocable portion of Denton Municipal Utilities, utility late payment penalty funds; such funds to be contributed to the Utility Trust Fund to be determined by the City of Denton on a regular basis; and WHEREAS, the proposal of Interfaith Ministries approved herein shall be the successor to the existing P.L.U.S. One Program, which is also administered by Interfaith Ministries, Inc.; the Council finds that this program is and will be beneficial to the City of Denton's municipal utility ratepayers and is in the best interest of its citizens; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. The recitations contained in the preamble hereto are incorporated herewith for all purposes. SECTION 2. The City Manager, or his designee is hereby authorized to execute and accept the "Agreement for the P.L.U.S. One Program by and between the City of Denton, Texas and Interfaith Ministries, Inc." (hereafter the "Agreement ") for the administration of the Utility Assistance Program for such services, which Agreement is substantially in the form, as that Agreement attached hereto as Exhibit "A," which Agreement is incorporated herewith by reference SECTION 3. By the approval and acceptance of the above Agreement, the City accepts the offer of Interfaith Ministries, Inc. and agrees to fund the services in accordance with the terms and standards as set forth in the Agreement. SECTION 4. By the acceptance and approval of the above Agreement, the City Council EXHIBIT 5 hereby authorizes the expenditure of funds therefore, by the City Manager, in accordance with the Agreement. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY �Iyt By: EXHIBIT 6 AGREEMENT FOR THE P.L.U.S. ONE PROGRAM BY AND BETWEEN THE CITY OF DENTON, TEXAS AND INTERFAITH MINISTRIES, INC. This Agreement is made and entered into by and between the City of Denton, Texas, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as "CITY;" and Interfaith Ministries, Inc., 1109 North Elm Street., Denton, Texas 76201, a Texas non - profit corporation, hereinafter referred to as "CONTRACTOR." WHEREAS, CITY has received certain charitable contributions and allocated a portion of late utility payment penalty funds, and if the late utility payment funds are insufficient, then possibly other Denton Municipal Electric receipts, received by it in order to assist utility customers of the CITY who face termination of CITY utility services due to financial hardship, through the CITY's "P.L.U.S. One - Utility Assistance Program;" and WHEREAS, CITY has issued a Request for Proposal No. 5630, and CONTRACTOR has been selected as the entity to continue to carry out such Project; NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. 1. TERM 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. 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. 2. RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described in the "P.L.U.S. One - Utility Assistance Program Guidelines" attached hereto as Exhibit "A," and incorporated herein by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CITY will consider CONTRACTOR's executive officer to be CONTRACTOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and approved by CITY. The CITY's Community Development Administrator will be CITY's representative responsible for the administration of this Agreement. Page 1 of 28 EXHIBIT 6 3. CITY'S OBLIGATION A. Limit of Liability. On a monthly basis, CITY will initially provide CONTRACTOR with a set amount of funding equal to or less than the amount of funding CITY has available in the Utility Assistance Trust Fund account. The Utility Assistance trust account holds funds that have been contributed by citizens. Supplemental funding will be provided by CITY using funds received through the collection of late utility payment penalties. The amount of late utility payment penalty funds to be provided by CITY will be determined by staff based on community needs as reported by CONTRACTOR. The City Council shall review the annual funding levels, if any, beginning in January 2015. The annual funding amount to be provided to. CONTRACTOR is initially $100,000 to be allocated at a rate of $8,333.33 per calendar month during the term ending one year from the date of City Council approval of this Agreement; provided however, in January 2015 or at any later time, the City Council shall establish what funding levels are appropriate to transfer to CONTRACTOR, either more or less than the above amount, depending on the facts and relevant circumstances. B. Distribution of Funds by Contractor. Funds are to be distributed by CONTRACTOR to those utility customers who meet the criteria of the Utility Assistance Program. On a quarterly basis, CITY will review expenditure documentation and reconcile payments and expenditure records. At any time, if CITY funds on hand are exhausted, CONTRACTOR may submit additional payment requests to CITY. If excess funds are on hand at the time of the quarterly review, CITY may elect to decrease the subsequent month's funding, if any, by the amount in reserve. C. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY agrees that CONTRACTOR can recover its reasonable administrative costs from the funds; subject however, to the limitations and provisions set forth in Section 9 of this Agreement. (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of contributions from the utility customers of the CITY as well as the annual approval by the City Council to allocate funds collected for late utility payment penalties and possibly other Denton Municipal Electric receipts. If there are no contributions in the Utility Assistance trust fund account or the allocation of late utility payment penalty funds changes for any month, CITY shall notify CONTRACTOR in writing within a reasonable time after such facts have been determined. Changes to contributions or funding for any particular month shall not make the CITY liable for any costs that the CONTRACTOR may incur for the administration of the Utility Assistance Program. (2) It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City of Denton. (3) CITY shall not be obligated or liable under this Agreement to any party for providing funds or providing any goods or services other than to CONTRACTOR. Page 2 of 28 EXHIBIT 6 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS CONTRACTOR shall comply with all applicable federal laws, the laws of the State of Texas and the ordinances of the City of Denton. 5. REPRESENTATIONS A. CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement. B. The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and provisions herein set forth. C. CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter into this Agreement. CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section 5. D. CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Agreement not been executed. 6. PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the "P.L.U.S. One - Utility Assistance Program Guidelines," attached hereto and incorporated herein for all purposes as Exhibit "A," and in accordance with all other terms, provisions and requirements of this Agreement. No modifications or alterations may be made in the Utility Assistance Program's guidelines without the prior written approval of the CITY. 7. WARRANTIES CONTRACTOR represents and warrants that: A. All information, reports and data heretofore or hereafter requested by CITY and furnished to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to CITY. Page 3 of 28 EXHIBIT 6 (3) Any alterations or relocation of the facilities on and in which the activities specified in Exhibit "A" are conducted. (4) Costs or fees for temporary employees or services. (5) Any fees or payments for consultant services payable to CONTRACTOR or CONTRACTOR'S Consultants. (6) Fees for attending out of town meetings, seminars or conferences. Written requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by CITY. CONTRACTOR must obtain written approval by CITY prior to the commencement of procedures to solicit or purchase services, equipment, or real or personal property. Any procurement or purchase which may be approved under the terms of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. Program administration costs are to be recovered monthly by CONTRACTOR for Utility Service Trust Funds. Upon approval of this Contract by the City Council, the City shall pay to CONTRACTOR for its estimated expenses, the sum of $1,200 per calendar month, beginning in November 2014, during the term of this Agreement, ending November 30, 2015, unless modified by the Council. 10. MAINTENANCE OF RECORDS A. CONTRACTOR agrees to maintain written records that will provide accurate, current, separate, and complete disclosure of the status of the funds received under this Agreement, in compliance with the provisions of this Agreement and the Utility Assistance Program Guidelines, and with any other applicable Federal and State regulations establishing standards for financial management. CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Agreement or any applicable law. CONTRACTOR shall include the substance of this provision in all subcontracts. B. CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the operation of programs and expenditures of funds under this Agreement for a period of four years following completion of the plan year. C. Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. Page 5 of 28 EXHIBIT 6 D. Notwithstanding any other provisions of this Agreement or Utility Assistance Program guidelines, at any reasonable time and as often as CITY may deem necessary, the CONTRACTOR shall make available to, all of its records pertaining solely to the matters only dealing with this Agreement, and not otherwise and shall permit CITY, or any of its authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives. 11. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Agreement. Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit the most recent yearly audit conducted by independent examiners within ten (10) days after receipt of such written request from the CITY. 12. MONITORING AND EVALUATION A. CITY may perform on -site monitoring of CONTRACTOR's performance under this Agreement. B. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Utility Assistance Program guidelines which are attached hereto as Exhibit A, as well as other provisions of this Agreement. C. CONTRACTOR agrees to cooperate fully with CITY in the development, implementation and maintenance of record - keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation responsibilities. D. CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to designate one of its staff to coordinate the monitoring process as requested by CITY staff. E. After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings. F. CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within ten (10) days of receipt of each by CONTRACTOR. Page 6 of 28 EXHIBIT 6 13. DIRECTORS' MEETINGS During the terms of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall be delivered to CITY in a timely manner, so that the City receives said notice at least, not less than 72 hours prior to the meeting time, to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings. Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY within ten (10) working days of approval. 14. INSURANCE A. CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement. CONTRACTOR shall be allowed a reasonable time to obtain such insurance and bonding from the time of the signing of the contract. B. The premises on and in which the activities described in Exhibit "A" are conducted, and the employees conducting these activities, shall be covered by premises liability insurance, commonly referred to as "Owner /Tenant" coverage with CITY named as an additional insured, within a reasonable time of signing this Agreement. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrangements. C. CONTRACTOR will comply with applicable workers' compensation statuies and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable. D. CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR. All employees of CONTRACTOR who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance in the amounts and coverage required by law. Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis in CONTRACTOR's files. E. Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR. F. The policy or policies of insurance shall contain a clause which requires that City and CONTRACTOR be notified in writing of any cancellation of change in the policy at least thirty (30) days prior to such change or cancellation. Page 7 of 28 EXHIBIT 6 15. EQUAL OPPORTUNITY A. CONTRACTOR shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. CONTRACTOR will furnish all information and reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, state and Federal rules and regulations. C. In the event of CONTRACTOR's non- compliance with the non - discrimination requirements, CITY may cancel or terminate the Agreement in whole or in part, and CONTRACTOR may be barred from further contracts with CITY. 16. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for examination. Such personnel policies shall: A. Be consistent with CITY's personnel policies, procedures, and practices, including policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, unless exceptions are approved in advance, by CITY; and B. Be in writing and shall be approved by the governing body of CONTRACTOR and by CITY. 17. CONFLICT OF INTEREST A. CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself, or others, particularly those with which he has family, business, or other ties. C. No officer, member, or employee of CITY and no member of its governing body, and no member of the Public Utility Board who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest; or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof. Page 8 of 28 EXHIBIT 6 18. NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by CONTRACTOR, or is a member of CONTRACTOR's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in -laws, aunt, uncle, nephew, niece, step - parent, step - child, half - brother and half - sister. 19. PUBLICITY Where such action is appropriate, CONTRACTOR shall publicize the activities conducted by CONTRACTOR under this Agreement. In any and all news releases, signs, brochures, or other advertising media, disseminating information prepared or distributed by or for CONTRACTOR, the advertising medium shall state that funding through the City of Denton has made the Project possible. 20. NON - RELIGIOUS ACTIVITIES The CONTRACTOR will provide all services under this Agreement in a manner that is exclusively non - religious in nature and scope. There shall be no religious services, proselytizing, instruction or any other religious preference; influence or discrimination in connection with providing the services hereunder. 21. POLITICAL OR SECTARIAN ACTIVITY A. None of the performances rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation. B. None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to the construction, operation, maintenance or administration, or be utilized so as to benefit in any manner any sectarian or religious facility or activity, unless specifically authorized in writing by this contract and ordinance authorizing Utility Assistance Program. 22. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. Page 9 of 28 EXHIBIT 6 B. CONTRACTOR may not make transfer from the funds provided in this agreement to any other budget item or fund unless provided for in this Agreement and Utility Assistance Program guidelines. C. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. D. CITY may, from time to time during the term of the Agreement, request changes in Exhibit A. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. E. CONTRACTOR agrees to notify CITY in writing of any proposed change in physical location for work performed under this Agreement at least thirty (30) calendar days in advance of the change. F. CONTRACTOR shall notify CITY of any and all changes in personnel or governing board composition. G. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted. 23. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly perform each of the requirements, time conditions and duties provided herein, CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days written notice to CONTRACTOR, withhold further payments to CONTRACTOR. Such notice may be given by mail to the Executive Officer and the Board of Directors of CONTRACTOR. The notice shall set forth the default or failure alleged, and the action required for cure. The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendar days. At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and paid all eligible funds withheld or impounded during the suspension period. If however, CITY determines that CONTRACTOR has not come into compliance, the provisions of SECTION 24 may be effectuated. 24. TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph: Page 10 of 28 EXHIBIT 6 (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section 21; or (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement; or (3) Finding by CITY that CONTRACTOR: a) is in such unsatisfactory financial condition as to endanger performance under this Agreement; or b) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business; or (4) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or the institution of bankruptcy, reorganization, rearrangement of, or liquidation proceedings by or against CONTRACTOR; or (5) The commission by CONTRACTOR of an act of bankruptcy; or (6) CONTRACTOR's violation of any law or regulation to which CONTRACTOR is bound or shall be bound under the terms of the Agreement. CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination. CONTRACTOR will refund any funds not yet distributed less any administrative cost allowed by this Agreement within thirty (30) days receipt of written notice of termination. B. CITY reserves the right to, and may terminate this Agreement for convenience at any time. If this Agreement is tenninated by CITY for convenience, the termination shall be made effective by the CITY giving written notice to the CONTRACTOR. C. CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder. CONTRACTOR may terminate this Agreement upon the dissolution of CONTRACTOR's organization not occasioned by a breach of this Agreement. D. Upon receipt of notice to terminate by CITY or by termination of contract under subsection C of this paragraph, CONTRACTOR shall return any funds not yet distributed less any administrative costs allowed by this Agreement, within thirty (30) days of the termination. E. Notwithstanding any exercise by CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by CONTRACTOR. Page 11 of 28 EXHIBIT 6 25. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any person(s), firm, corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two (2) working days after being notified of such claim, demand, suit or other action. Such notice shall state the date and hour of notification of any such claim, demand, suit or other action; the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding; the basis of such claim, action or proceeding; and the name of any person(s) against whom such claim is being made or threatened. Such written notice shall be delivered either personally, by e -mail or by mail. 26. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor and that as such, CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless from all loss or liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of CONTRACTOR. B. CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. 27. MISCELLANEOUS A. CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder, to any party or parties, company or other institution without the prior written approval of CITY. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by CITY of any breach of covenant or default which may then or subsequently be committed by CONTRACTOR. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of CITY may waive the effect of this provision. Page 12 of 28 EXHIBIT 6 D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever; nor shall an agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. In the event any disagreement or dispute should arise between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY will have the final authority to render or to secure an interpretation. F. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid or hand - delivered to the parties at the address set forth below: TO CITY: TO CONTRACTOR: Community Development Administrator Condell Garden, Exec. Director City of Denton, Texas Interfaith Ministries, Inc. 101 South Locust, Suite 500 1109 North Elm St. Denton, Texas 76205 Denton Texas 76201 G. This Agreement shall be interpreted in accordance with the laws of the State of Texas and exclusive venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF this Agreement has been executed on this the day of December, 2014. "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation 13Y.- GEORGE C. CAMP.......... .m� ....... ,.... BELL, , CI TY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY Page 13 of 28 EXHIBIT 6 AT ROVE[) AS "1"0 f,f,',GAI, F,'ORM: ANITA BURGESS, CITY ATTORNEY 02 "COWRACTOR" INTERFAITH MINISTRIES, INC. ATexas Not-for-Profit Corporation IT:_ CONDELL, GAJ I )EN EXE("UTIVE DIREC"J.'OR ATE MST' : -4, By: BOMMSSECRETARY EXHIBIT 6 EXHIBIT A P.L.U.S. ONE — (PREVENTION OF LOSS OF UTILITY SERVICE) CITY OF DENTON - UTILITY ASSISTANCE PROGRAM GUIDELINES This utility funding program is set up by the City of Denton, Texas to encourage utility customers to add a voluntary monthly contribution amount to their utility bill or payment. In addition, the Customer Service Department of Denton Municipal Utilities, may from time -to- time allocate an agreed upon amount of utility late payment penalty funds and other revenue from Denton Municipal Electric ( "DME ") to supplement the customer donations. The funds will be used to provide financial assistance to utility customers experiencing financial hardship and whose service is pending termination or has been terminated for reason of non - payment. These funds are first collected by the City of Denton and then placed in a special Trust Fund designated solely for the "P.L.U.S. One" Program ( "Program ") for the purpose of utility payment assistance. The City of Denton then disburses the funds on a monthly basis to the CONTRACTOR, who administers the Program. A. The following guidelines will apply to the use of Program funds to provide assistance: Denton Municipal Utility customers who qualify for the Program will be eligible for only one payment from the Program fund during a twelve -month period, unless otherwise qualified and designated as an extreme hardship by CONTRACTOR. 2. Persons receiving assistance must be a City of Denton residential service customer, and provide evidence of a financial hardship. In order to be eligible, customers must produce documentation verifying an unpaid utility account balance payable to the City of Denton, Texas, or demonstrate that utility service from the City of Denton, Texas is in jeopardy of delinquency and /or disconnection. 3. Assistance may be used for short -term crisis intervention to restore or maintain utility service. Additional assistance may be approved by CONTRACTOR if the financial circumstances of the person(s) receiving assistance is designated as an extreme hardship. 4. Apparent consistent excessive utility usage will be a negative factor in determining eligibility. These cases will be referred to the City of Denton Customer Service Department for review prior to considering and /or providing Program assistance. ' 5. The overall financial resources available to the applicant will be considered in determining eligibility. Page 15 of 28 EXHIBIT 6 6. Program assistance will be solely in the form of payment made or obligated to the City of Denton for Denton Municipal Utility service only. There will no disbursements other than to the City of Denton, Texas by CONTRACTOR. 7, Priority will be given to residential households whose circumstances are as follows: a. Gross family incorne is 65% or less of the Area Median Income ( "AMI "). b. Electricity powered life- support systems are in use. c. Serious illness exists with a member of the household. d. Disabled or homebound or elderly residents age 65 years or above, existing on a fixed income reside there. e. Small children of that household reside at the dwelling. f. Recent emergencies such as a home fire, layoffs from work, excessive medical expenses, etc., have occurred and are beyond the applicant's control. 8. Preferences will be given to families that meet the income guidelines, who have also resided in Denton for at least six (6) months, and families who have not received utility assistance within twelve months of the current application. 9. Although income is not the only criteria for determining eligibility, it will serve as a strong indicator of need and ability to pay. All requests will be treated on a case -by -case basis. B. The following are the current guidelines for Program administration; CONTRACTOR is required to provide monthly financial and beneficiary reports to the CITY and give a Program accounting to the Public Utilities Board, not less than once per year, if requested. The annual report for the preceding calendar year shall be delivered to the CITY no later than April 1, of each subsequent year that this Agreement is in effect, beginning on April 1, 2015. 1 A portion of Program funds may be used by CONTRACTOR to help cover reasonable Program administration costs. 3. It is the responsibility of the Utilities Customer Service Department to obtain the dollar amount donated by customers each month and deposit funds in the Trust Fund. The Department shall also determine the total amount of utility late charges collected for the preceding month for accounting purposes. Page 16 of 28 EXHIBIT 6 4. The Community Development Division of the City of Denton will provide the Contractor with necessary information to allow the Contractor to provide Program services. C. Denial of Utility Assistance Trust Funds ( "Trust Funds ") to utility customer: Except in designated cases of "extreme hardship," the guidelines for the distribution, use and administration of the Utility Assistance Trust Funds provided by the City shall be distributed and or applied under these utility assistance program guidelines. 2. In the event the Contractor does not approve the distribution or use of Trust Funds to a utility customer and the customer requests a review and or appeal of the denial, the Contractor shall first have the right to require a written request from the customer in accordance with current policy guidelines as may be established from time to time by the Board of Directors of the Contractor. 3. In the event the Contractor does not approve the distribution or use of Trust Funds to a utility customer after the review and or appeal of the denial, the Contractor shall provide customer with a copy of this EXHIBIT "A" (a copy of these "Guidelines ") of this Service Agreement, and identify the applicable guideline or guidelines used for denial of utility assistance. 4. Monthly reports submitted by Contractor to the City will include information on number of clients denied assistance and the various reasons for denial. 5. Periodically or on a case -by -case basis, the City may request a copy of the Contractor's review and /or appeal file established for purposes of the City's P.L.U.S. One - Utility Assistance Program. Page 17 of 28 EXHIBIT 6 EXHIBIT B Qualifyin2 Income Limits for P.L.U.S. One - Utility Assistance Program Maximum Income Levels FY 2014 Income Limits Summary — Denton County Median Income $67,900 Family Low Income Very -Low Income Extremely -Low Income Size 65% AMI — 50% AMI 50% AMI — 30% AMI <30% AMI 1 $38,050 $23,800 $14,250 2 $43,450 $27,200 $16,300 3 $48,900 $30,600 $18,350 4 $54,300 $33,950 $20,350 5 $58,650 $36,700 $22,000 6 $63,000 $39,400 $23,650 7 $67,350 $42,100 $25,250 8 $71,700 $44,850 $26,900 Prepared by the Economic and Market Analysis Division, HUD, Page 18 of 28 EXHIBIT 6 RFP 5630 Utility Assistance Program for the City of Denton Interfaith Ministries of Denton, Inc. 1109 N. Elm St. Denton, TX 76201 Contact i; Page 19 of 28 0 GJ O 4-1 E m Z 0 co - (A 4.1 C w _0 C 0 0- UJ cc x uj W m x O 4� m 4r V) 4� U N Ln cu C: 00 4-- 0 0) u m a: -FO CL 4i M E :E 0 m 5 E 0 .2 12 c O vi c 0 o. u u Qj 0 c 0 0 uj Z 2 u < -C .2 t to F- s -2 0 is L V) CL dq E o u _c 0 cc 0 Ln CL 0. LL. Qj EXHIBIT 6 0 Ln 0 ri Ln 93 C, 0 E -9 0 . -0 : Ln W, U W u CL a, c C: 0 c (D CML o u 0 u 0 0 0 0 O Page 20 of 28 H .0 0 0 u . . .... . . ........... . . . 0 .0 0 o rya m 0 0 0 :J Y Hy C O 0) u 0 0 0 E .0 0 U E u lu 4) :2 V -0 0 = 0 u M M cy Oj - C " cu o) ro .2 0 m a -0 .2 CL M w m E c 'a 0) in = V w � 0 A M -a u CL :3 CL E QP 0 w 0 'r� 0 u E E -0 w CL :3 t�o C E 12 t; M, fto S C, yr m (U E m m m E ba , c w C 0 -3 m tb 2 1 E w . E E 0 a - - in 0 L 0 0 Lu rN > c 0 u .2 0 rya 0 0 0 0 0 0 .Y 0 M M 76 m Ll .2 CL M o 0 w E w 0 'r� -0 w S yr m m m c c _0 '0 1 E w . E E 0 a - - in 0 L 0 0 :I- m > > > . . . ....... .. EXHIBIT 6 City ot` Denton RFP for Utility Assistance Program SOL1C1'I'AHON CHECKLIST Submit response, with tabs marking each section, in the following order: �.- �...... Order for �.... _ ...._ .e� .. _ ..... .,..._�. ............. Submission Document 1 �w... _ Cover Sheet ......... 2 ............... Pricing, Sheet -Exhibit I 3 Solicitation Checklist .... ,......-- 4 Attaclunent A- Business Overview S Attachment B Exception Form 7 AttachmentC - Reference __,. .... ......�..W_ .. . —. . .... _ �....�. _.,__.._�... — aclunenl D - Conflict of Questionnaire Form _.�.. —._ .� — . 9 Attachment E - Acknowlcd-gment. ... m _ Page 21 of 28 EXHIBIT 6 City of Denton RFP for Utility Assistance Program ATTACHMENT A- BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor Legal Name (for contracting purposes): Interfaith Ministries of Denton, Inc. 2. Subsidiary of: Not Applicable 3. Organization Class (circle): 0 . n. rp on Individual Association Partnership � C orati a 4. Tax Payer ID #: 75- 2442459 5. Date Established: 1991 6. Historically Underutilized Business: Yes or No -No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? Yes, City of Denton 8. Please provide a detailed listing of all products and/or services that your company provides. Emergency financial assistance in the areas of Utilities, Rent, Medical prescriptions /supplies, transportation, eye exams and eyeglasses, Adult and children's diapers and incontinence products, personal hygiene items, school supplies, shoes, backpacks and clothing, summer box fan distribution, Children's winter coat distribution, and Christmas assistance, 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. No 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). No Page 22 of 28 EXHIBIT 6 City of Denton RFP for Utility Assistance Program 12. Has your company implemented an Employee Health and Safety Program compliant with 29 C.FR 1910 "General Industry Standards" and /or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? To the best of our knowledge, we are compliant with any OSHA standards that apply to our organization. 13. Resident/Non- Resident Bidder Determination: Texas Government Code Section 2252.002: Non - resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non - resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non- resident bidders' state. In order to make this determination, please provide the name address and phone number of a. Responding firms principle place of business: Interfaith Ministries of Denton, Inc. 1109 N. Elm St. Denton, TX 76201 (940) 566 -5927 b. Company's majority owner principle place of business: Interfaith Ministries of Denton, Inc, 1109 N. Elm St. Denton, TX 76201 (940) 566 -5927 c, Ultimate Parent Company's principle place of business: Interfaith Ministries of Denton, Inc. 1109 N. Elm St. Denton, TX 76201 (940) 566 -5927 26. Provide details on how firm meets the minimum qualifications stated in Section 3; w11cludiml cr t tTM of rot "ession l licer�scs dtlit;iott tl attacl rt�ents rrttt, be included for reference). • Interfaith Ministries has been registered with the State of Texas as a 501(c)3 charitable organization since April of 1992. • Interfaith Ministries has been providing utility assistance to City of Denton customers and customer of other utility companies since its incorporation. s EXHIBIT 6 City of Dcnton RFP for Utility Assistance Program 27. P1'0VidC del�ti]s 10 srrli)rrr ( tine e�v "rltt,al�iorrr Criteria, ir�w ��lrNdirl � c�� ���� �t °etc °e "I'll d delivery. Interfaith Ministries has been providing emergency utility assistance to Denton Municipal Utility Customers since its incorporation in April of 1992. In 1978, upon the closing of Denton County Cooperative Ministries, Interfaith was asked by the City of Denton to take over administration of the P -L -U -S One Utility Assistance Program. Interfaith .Ministries has been administering this program from 1998 until the present. In 2005, Interfaith Ministries began administering the TXU Energy Aid program for TXU Electric customers. That contract also continues. Additionally, Interfaith has provided utility assistance to customers of Atmos, CoSery Electric, Reliant, City of Sanger, various Propane companies, and other utility providers since 1992. For several years, Interfaith Ministries had a contract with the City of Denton to administer utility assistance funded by a HUD Community Development Block Grant. During that time we were audited by HUD and found to be in compliance. Interfaith Ministries has consistently remained in compliance with the terms of City of Denton contracts, submitted documentation (including receipts, board minutes, financial records and audit records) in a timely manner, maintained a minimum of 90 days operating reserve, and maintained a $1,000,000 insurance rider naming the City of Denton as a co- insured. Page 24 of 28 EXHIBIT 6 City of Denton RFP for Utility Assistance Program ATTACHMENT B- SUBMISSION EXCEPTIONS Any exceptions taken to this solicitation must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions. please sign where indicated at the bottom of the page. Item # Description Signature Company Dale No Exceptions taken to this solicitation. I Ministries 01 I"nto� Jj" )/15/2 014 ...... ....Com any �Date Page 25 of 28 EXHIBIT 6 City of Denton RIP for Utility Assistance Program Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. .. . . . . ......... ................ . ....... .. REFERENCE ONE GOVERNMENT /COMPANY NAME: TXU Energy LOCATION� 6555 Sierra Drive,. Irvin .TX 75039 ... .. . ... . - — -------- - CONTACT PERSON AND TITLE: Kim Campbell, Seni r Manag�r,,Q r voqgy�(_'nstorner Relations -N—T ol' yqq! . . . . . ...................... .. . ........ ....... ................ TELEPHONE NUMBER: (972), . .. . . . ..................... SCOPE OF WORK: Administer TXIJ's Fner Aid, Ei-neracnevAssi.gtance,(lt.()(,Yi-a-!iI . .... ... . .... ..... . ........ .-- . . ... . ... Assistance ..... . .. . . CONTRACT PERIOD: 2005 to the present REFERENCE TWO GOVERNMENT /COMPANY NAME: CoSery Electric LOCATION: 7701 S. Sternmons Freeway. Corin CONTACT PERSON AND TITLE: Mary, WpqW,pgWp,,A0!inistrator, CoSery Charitable Foundation . . . . . Foundation . . . . .. . ... . . ............ ... ................ . .... . ............ TELEPHONE NUMBER: (.94,Q)321-7800 extension 6833 . .... . ........................... . . ... . .............. SCOPE OF WORK: Provide emergujU utility.-assistance to CoSery ctistorners . . ............ ....... . ....... CONTRACT PERIOD: no contract shave been p_roviding.a5sistance to CoSery custorners since 1996. REFERENCE THREE GOVERNMENT/COMPANY NAME: Community Services Inc. LOCATION: 501._S. Carroll Blvd-Suite 123 . . . ....... . . .... . .... . .. . . ... . ..... CONTACT PERSON AND TITLE: Dee Hatchell,, Case, Management Coordim t n-,Area 3 . . . ........... . . .......... - Dee . . ..... Case .... . . . . . . ... ...... ............ . ........ .............. TELEPHONE NUMBER: (940)4 3H -9396 . . . ..... .. . SCOPE OF WORK. Coordinate utility 5,sistance between agencies . . ..... -- . . .. . ... . . .. .. ......... .......... - -...p ......... . ................ . ..... . .. 9 - - - -- --- - ---- - - CONTRACT PERIOD: no contract - have been c ]lab ra inp- on client services since 1996 - ---- RFP 5630 - Utility Assistance Program Page 16 of 18 Page 26 of 28 EXHIBIT 6 ATTACHMENT &CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ vendor or other person doing business with loca�ernmental end For ve ....... _.m.. _...M�....����_.. _ ..... This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 person business relationship _ vern l entity. Name of terson who has i with local governmental entity. _. ........m ... -. --- — 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 °i business day after the date the on finally filed c�uestionnairc becomes incomplete or inacouratew) - w�........ _. .— __�...._— — ...._......._ — ... 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 tiler 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? pp El l Yes Vl No tl. 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? - - Yes No C. Is the filer ofthis 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? �. .- Yes E No D. Describe each affiliation or business relationship. 0 4. `m 1 have nu Conflict of Interest to disclose. ........ ....... ., Signature of person doing business with the t cwrot.tnvsialluil entity Date EXHIBIT 6 City of Denton RFP for Utility Assistance Program ATTACHMENT E- ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms lie has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied Himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, gt seq. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: `% to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my hull permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated Received Addendum No 2 Dated Received Addendum No 3 Dated Received NAME AND ADDRESS OF COMPANY: A1JTJ1011It,'Z+ IEPIi ?E1 rSi naturIiitetfatth Minstncs tai mmDentan Inc, g 1w109 N, fl]ni...St, Date Denton, TX 76201 Name (ondell (1irden Title Executive Director Tel. No (940 566 - -927 Fax No. ,1 -888- 293 -5840 Email. info(rr),ifmdenton.org RFP 5630 — Utility Assistance Program Page 28 of 28 Page 18 of 18 TRYTON INSURANCE GROUP LLC/PHS 615135 P: (866) 467-8730 F: (888) �PO :BOX 33015 SAN ANTONIO TX '78265 . . . . .. . . ................ . ........ ............ _ - - - -- . . . . ............. ....... INSURED (A /C, N., E'.S: (866) 467-8730 . . . . . . ............ . ....... . . .......................1. . ............................. 443--- 61..1.2 ADDRESS: INTERFAITH MINISTRIE.S OP' DENTO N INC 11.09 N ELM ST DENTON TX 76201 . . . . . . ...... . . ................ . .... . . ..... ............. COVERAGES CERTIFICATE NUMBER: No): (888) 443-6112 Ili CITY OF' DENTON 215 E MCKINNEY ST' DENTON, TX -76201 Fmslaa�� AUTHORIZED REPRESEWTAHIAE ........ . . ...................................... . . . . . - ----- .... ........ 11 ..... . ...... . . . . ................... ..... . .. . ©1988 -2 0,14 ACORD CORPORA The ACORD name and logo are registered marks of ACORD T,' ...... . . . . ..... . . . . . . ......... . — --- ................ . . .................... - - — - --------- . . . . . . ............ . . ..... . . . . . ... . .................... . . . .......... . . ..... 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 CONTRACT OR 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. - --------- - BVSB ..... ........... ................ . . ..... . . ...................... - TVP,1,'011VVSURANCF ------- AIVUSVIU? .. .. ...... POLICYIVUMBER POLICYFF1, . . . ...... . Pol ICY FXP ..... . ................ . . . . . ...... . .......... . . 1111, 1111.. "Allys -L. ......... . ..... jy . .. ...................... COMMERCIAL GENERAL LIABILITY EACH OCCURRF NCE A.-F 000, 000 CLAIMS MADE ] X I OCCUR 6WX6�`f 'RF.::N'FbD ---30--0- --000 . . ........ — PREMISES (Ea occu 1111-11-1 ...................... ... . ..... . . --rrpnu, .1 --------- ...... . . . ................. A X General Liab . . ................................. .. . . . fiI M)A. 1 Y1 2 0 11 1 1 1'1/201 5 MED EXP (Any one person) -,10,000 ... . PERSONAL&ADV INJURY ................ . . . .......... ,I, 000, 000 UFNT AUCIREGA I F- LIMIT APPIAES PER: ---, . .......... . . . ..... GENERAL AGGREGATE . . . ...... ..... . . . . . . . . ... ........ s2, 000, 000 ,y[ PRO- I LOC 1 -111-1-1-1-11 PRODUCTS - COMPIOP AGG — �2, 000, 000 OTHER: ...................... . . . . . AUTOMOBILE LIABILITY ... ................ . . . . . . . . . ........... . . ........... . ........... . . . __1111.. . . . .. - ----- . . ..... ... ...... . - COMBINED SINGLE LIMIT . . . . ................. . . . ----------- -- (Ea accident) 1 -111111111111-- ... ....... 1111., . . .............. . . . ANY AUTO BODILY INJURY (Per person) ,,: ALI.. OWNED AUTOS . ............ SCHEDULED AUTOS . ..... ............. ............................................ BODILY INJURY (Per accident) . . ............... . ...... ... . . . . . .. .... --- �: HIRED MJIFOS NON-OWNED ........... . . .................... .. PROPERTY DAMAGE . . ..... ..... . AU FOS (Per accident) ----------------------- .. .. ....... ......... . . ...... .. . ............ . . . - ------------- --------- UMBRELLA LIAB ............................ . . ...... . . .... OCCUR .......................... . .......... . . . . . ...................... . . ........... . . . ......... . . . . . . .. EACH OCCURRF NCE . ............. . - ----------- EXCESS LIAR . . ... . ........ . CLAIMS -MADE . ............ . . . . . ................. . . . . . ....... . .. .. -- - -- 114 AGGREGA FE ........................ - .... .. . . . . . .... .................... . . . . ................ . . . f ]RETENTION 9 ..... . . ............ . . . ..... . ... WORUIRS, .. .... C0ffP'E2VSA7T0N ..... . . ....... ................... . . . . ................ . . ................ -- -------------------- . . . . ...... . ....... ...... . . . ........................ . .. ...... . . . A] VD FMPL LfAfiffr" arp'" E.R -------- -- . . . . ANY PROPRIETOR/PARTNER/EXECUTIVE.YIN E.L. EACH ACCIDENT ........................... . . OFFICER/MEMBER EXCLUDED? NIA . . ............. . ................ ...... .. ...... ... ...................... . ...... . . .... (MaadatoffV in Nil) E I D I S E A S F FA E M P 1. 0 Y E E . If yes, describe under EA.. DISEASE - POLICY i..imi r . . . . ........... .. .. ... ... . '2tSCRIPTION or OPERATIONS below ...... . . ........ . . .... . ....... .. .. . ............ . . . . ................. .. . . ......... . . . .... .... ....... .. . ..... . ..... . .......... . . . .... . .. . . . . ....... . ............. . ........... . . ..... ..... . ...... .... ............... . . . ..... DESCR§P RON OF OPERATIONS LOCA-IFTONS VEHXPMkD 64, Addiflonal Renaaft Schadule, may Ire attached If more space is required) Those usual.. to the 1.nSured's Operations. City of Denton is named Additional. Insured per.- the Business L.-Labil..i ty Coverage form 550008 as per written ,contractual- agreement. ................................................. CERTIFICATE HOLDER . . ..... .. .... ...... ................... ......... . . -------- - ----- . . . .. . . .. ..... . ................ .... , . . ...... . . . ........................... . . ..... - .... . . . ..... . . ..................... ............. . - .......... . ........................... . ... CANCELLATION -I-- - - - - -- - - -- - --- - - - ---------- - ----------- - _- ..__._,m. ---- ---- - - - - SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE CITY OF' DENTON 215 E MCKINNEY ST' DENTON, TX -76201 Fmslaa�� AUTHORIZED REPRESEWTAHIAE ........ . . ...................................... . . . . . - ----- .... ........ 11 ..... . ...... . . . . ................... ..... . .. . ©1988 -2 0,14 ACORD CORPORA The ACORD name and logo are registered marks of ACORD T,' City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 14 -0818, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: December 16, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a Fifth Amendment to a contract with Mann Robinson and Sons, Inc. for the procurement of services and materials to prepare substation sites and transmission line easements for construction; providing for the expenditure of funds therefor; and providing an effective date (RFP 5086- providing for an additional expenditure amount of $595,000 with the total contract amount not -to- exceed $2,975,000). The Public Utilities Board recommends approval (7 -0). RFP INFORMATION Substation sites require a number of activities including clearing, stripping, import, export, cutting, filling, grading, and compaction to structure the site to conform with the project grading plan prior to the start of construction. Mann Robinson and Sons, Inc. have provided site preparation construction services under RFP 5086 since February 2013. The original amount for the contract ($2,380,000) was based on the history that Denton Municipal Electric had experienced for previous project site preparation costs and before actual designs were completed for any new substation sites, but staff has subsequently determined that the geology of the area and soil composition is drastically different from conditions previously encountered. Four previous amendments have been made to the contract to add minor line items needed after construction has been underway. These four minor amendments did not increase the total contract value, but better clarified unit pricing utilized on the jobsite. This Fifth Amendment is for additional costs associated with the Kings Row, Arco, and North Lakes substations. A detailed explanation of the anticipated costs is included in the attached Public Utilities Board Agenda information Sheet (Exhibit 1). A summary of the additional costs is included as Exhibit 2. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 8, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a Fifth Amendment to RFP 5086 in the additional expenditure amount of $595,000 for a the total contract amount not -to- exceed $2,975,000 City of Denton Page 1 of 2 Printed on 12/12/2014 File #: ID 14 -0818, Version: 1 PRINCIPAL PLACE OF BUSINESS Mann Robinson and Sons, Inc. Aubrey, TX ESTIMATED SCHEDULE OF PROJECT This was an initial one (1) year contract which automatically renews for two (2) additional one (1) year periods through February 5, 2016, with all terms and conditions remaining the same. FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. The work proposed will be mostly in the Electric Utility Capital Improvement Plan transmission category. The transmission costs for projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). EXHIBITS Exhibit 1: Public Utilities Board Agenda Sheet without Exhibits Exhibit 2: Summary of Proposed Costs Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Exhibit 5: Amendment to Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Chuck Sears at 349 -7111. City of Denton Page 2 of 2 Printed on 12/12/2014 EXHIBIT 1 PUBLIC UTILITIES BOARD AGENDA ITEM #3 AGENDA INFORMATION SHEET AGENDA DATE: December 8, 2014 DEPARTMENT: Utilities UTILITIES ACM: Howard Martin, Utilities, 349 -8232 SUBJECT Consider recommending approval of an Amendment to a contract with Mann Robinson & Sons, Inc., for procurement of services and materials to prepare substation sites and transmission line easements for construction in the amount of $595,000 (RFP 5086 — Amendment to construction contract in the original not -to- exceed amount of $2,380,000; with the not -to- exceed amount now totaling $2,975,000). BACKGROUND Denton Municipal Electric (DME) has transmission line and substation projects approved in its five year Capital Improvement Plan. Substation sites will require a number of activities including clearing, stripping, import, export, cutting, filling, grading, and compaction to structure the site to conform with the project grading plan prior to the start of construction. Drainage and access installation may also be required. Mann Robinson has provided site preparation construction services under File No. 5086 since February 2013. Mann Robinson has performed site preparation work for four substation projects to date, totaling approximately $1,531,000. The initial contract amount for RFP 5086 was $2,380,000. The original amount for the contract was based on the history DME had experienced for previous project site preparation costs and before actual designs were completed for any new substation sites. All of DME's substation construction from 2008 until 2012 was on the western side of Denton, and the work required was simple clearing, limited fill import, and final grading and compaction. Three projects that have been completed by Mann Robinson were located in east Denton. The geology of the area and soil composition is drastically different from the conditions previously encountered. Cooper Creek required extensive sub grade manipulation and import of approximately 20,000 cubic yards of fill. The McKinney Substation is located about a mile southwest of Cooper Creek, and the site required extensive site preparation work similar to Cooper Creek along with demolition of two houses and two outbuildings. State procurement rules allow a contract to be amended to add up to 25% of the original contract. DME proposes to add 25% to the contract not -to- exceed amount to provide funds to continue to work under the current contract. This will provide funds to complete the Kings Row and Arco substations and allow work to proceed on North Lakes or other projects as needed. The additional funds will also allow the initial work for the new access road into RD Wells Interchange to be undertaken. It is expected that DME will publish an RFP for a new contract in 2015 depending on the construction schedules for further projects. It should be noted that AIS — PUB Agenda Item 43 EXHIBIT 1 December 8, 2014 Page 2 of 3 performance of the current contractor has been very good. DME would like to continue to work with Mann Robinson. Exhibit 1 is a summary of the costs to date and the work that is expected to be completed if the additional contract funds are approved. A brief description of the contract and of the original RFP may be helpful. REP 45086 was structured to obtain a variety of unit prices for all aspects of site preparation work that could be used for multiple projects over time and that could accommodate differences in scope, types of work needed, and quantities of work required. The contract does not obligate DME to expend any minimum amount and can be terminated with notice. Purchase orders are issued for each project based on the unit prices and the engineer's estimate of the work required. The contractor is required to review the plans and engineers estimate and may suggest changes in the quantities or suggest work that may be needed for each project. DME, the engineer, and the contractor agree on the units to be used and the quantities for each prior to the issue of the purchase order for each project. Final amounts for export, import, and disposal are adjusted based on weigh tickets. The contract structure has been found to be very good for both parties. OPTIONS 1. Recommend approval. 2. Not recommend approval and direct that other actions be taken. RECOMMENDATION DME recommends approval of an amendment to the contract with Mann Robinson & Sons, Inc., to increase the not to exceed amount by $595,000 for a total not to exceed amount of $2,975,000. ESTIMATED SCHEDULE OF PROJECT Work will be authorized based on project schedules. PRIOR ACTION /REVIEW (Council, Boards, Commissions) This contract was approved by the City Council and originated on February 5, 2013. The proposed amendment is consistent with project information detailed in CIP and budget presentations. DATE SCHEDULED FOR COUNCIL APPROVAL December 16, 2014 FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. Depending on the project, the work will average approximately 70% in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). RFP INFORMATION The information for the amendment is summarized in Exhibit 1. AIS — PUB Agenda Item 43 EXHIBIT 1 December 8, 2014 Page 3 of 3 EXHIBITS 1. Summary of Proposed Amendment 2. Unit Prices for RFP 45086 Respectfully submitted: Phil Williams General Manager Denton Municipal Electric Prepared by: Chuck Sears Transmission Engineering Manager Denton Municipal Electric Exhibit 2 Summary of Proposed Amendment to Contract with Mann Robinson Substation and Transmission Line Site Preparation (RFP 5086 - Original Contract 2013) December 8, 2014 Original Contract Amount: $2,380,000 Proposed Contract Amendment: $595,000 New Contract Total (not -to- exceed amount): $2,975,000 Purchase Orders Issued to Date: Cooper Creek $627,483 Pockrus $271,855 Ft. Worth $21,420 McKinney $610,163 Subtotal $1,530,921 Purchase Orders Needed December 2014 to April 2015: Kings Row $478,998 Arco $590,200 North Lakes * $347,690 Subtotal $1,416,888 Estimated total for Specific Substation Projects: $2,947,809 Balance Remaining for Misc and RD Wells Road: $27,191 * Not including final compaction or rock and spoil removal for this project. EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD December 8, 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 open meeting on Monday, December 8, 2014 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, Barbara Russell, Lilia Bynum and Charles Jackson Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 3. Consider recommending approval of an Amendment to a contract with Mann Robinson & Sons, Inc., for procurement of services and materials to prepare substation sites and transmission line easements for construction in the amount of $595,000 (RFP 5086 — Amendment to construction contract in the original not -to- exceed amount of $2,380,000; with the not -to- exceed amount now totaling $2,975,000). Chair Smith pulled this item for further explanation of the increase. Heath stated that DME is actively involved in a large capital improvement project. Staff has been very successful recently acquiring new sites and getting things approved for the substation sites. In 2013 there was some per unit pricing for several contracts. The per unit pricing has worked well just going through the money a little quicker than expected. The projects have been released a little sooner than expected. Chuck Sears added that when the CIP was started staff was early getting the contracts but not a lot of the designs were complete. Staff had no experience with projects going this high in cost. The substation contractor unit prices were about 100% higher than what the site work contractor bid. Smith stated that the backup indicated that there were some geology issues that were not accepted. Sears stated that the RD Wells is about a seven acre site. DME spent about $65,000 total for site preparation. On this site staff had to import 20,000- 30,000 yards of fill. Cooper Creek site was essentially a swamp DME had to have approximately three feet excavated out replace and re- compact; this is about a four acre site. Another example is Bonnie Brae substation; DME spent less than $20,000 on site preparation. Rayzor Ranch had come in and removed a portion of a hill which helped with the site preparation. Heath added that they were not able to utilize the full three years of the three year contract and this will allow for that. DME will go back out for another RFP to supplement and do work beyond what this amount allows for. Purchasing is on board with this direction. Board Member Russell motioned to approve this item with a second from Board Member Robinson. Vote 7 -0 approved. Adjournment 10:48 a.m. EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A FIFTH AMENDMENT TO A CONTRACT WITH MANN ROBINSON AND SONS, INC. FOR THE PROCUREMENT OF SERVICES AND MATERIALS TO PREPARE SUBSTATION SITES AND TRANSMISSION LINE EASEMENTS FOR CONSTRUCTION; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5086- PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT OF $595,000 WITH THE TOTAL CONTRACT AMOUNT NOT -TO- EXCEED $2,975,000). WHEREAS, on February 5, 2013 by Ordinance No. 2013 -024, the City awarded a contract for services and materials to prepare substation sites and transmission line easements for construction to Mann Robinson and Sons, Inc. in the not -to- exceed amount of $2,380,000; and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council this Fifth Amendment be authorized to amend such contract agreement with respect to increasing the annual contract amount to not -to- exceed $2,975,000; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Fifth Amendment increasing the amount of the contract between the City and Mann Robinson and Sons, Inc., which is on file in the office of the Purchasing Agent, in an amount not -to- exceed Five Hundred Ninety Five Thousand and 0 /100 ($595,000) Dollars, is hereby approved and the expenditure of funds therefore is hereby authorized in accordance with said amendment. The total contract amount increases to $2,975,000. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5086 to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12014. CHRIS WATTS, MAYOR EXHIBIT 4 ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY _ A BY: EXHIBIT 5 THE STATE OF TEXAS § COUNTY OF DENTON § FIFTH AMENDMENT TO CONTRACT Y AND B 1mWl EN 1.1-1L CITY 01m D l 1 "ONI'E A AND MANN ROBINSON, & SON, INC O 5 fRFP N. 0861 THIS FIFTH AMENDMENT TO CONTRACT 5086 ( "Amendment ") by and between the City of Denton, Texas ( "City ") and Mann Robinson & Son, Inc ( "Contractor "); The CITY deems it necessary to further expand the services provided by Contractor to the CITY; NOW THEREFORE, 1. Exhibit F "Special Terms and Conditions ", Total Contract Amount of the Agreement is hereby amended to read as follows: "The contract total for services shall not exceed $2,975,000 per total contract term. Pricing shall be per Exhibit G attached." All other provisions of the contract 5086, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the CONTRACTOR, have each executed this Amendment in three (3) original counterparts, by and through their respective duly authorized representatives and officers on this the day of _....... 20 . RFP 5086 — Amendment #5 Page 1 of 2 EXHIBIT 5 "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY LIM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY "CONTRACTOR" MANN ROBINSON & SON, INC A Corporation 11�:L SIGNATURE, TITLE ATTEST: ,M k RFP 5086 — Amendment #5 Page 2 of 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 14 -0819, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: December 16, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a Fourth Amendment to a contract with Falcon Steel Company for the procurement of galvanized, tapered, steel structures for substations for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5115- providing for an additional expenditure amount of $415,000 with the total contract amount not -to- exceed $2,075,000). The Public Utilities Board recommends approval (7 -0). RFP INFORMATION Denton Municipal Electric (DME) has substation projects approved in its five (5) year Capital Improvement Plan. Substation construction projects will require galvanized, tapered, tubular transmission line termination structures and static poles. Falcon Steel was awarded a three (3) year contract in the amount of $1,660,000 for providing these structures, on February 5, 2013 pursuant to RFP 5115. The RFP and contract contained provisions for the addition of structures and modifications to structures after award. Three previous amendments have been made to the contract to add minor line items needed after contract award. These three minor amendments did not increase the total contract value. DME proposes to amend the contract to cover the cost of the Arco and North Lakes substations and have another approximately $320,000 for use with other projects. A description of the proposed costs is included in the attached Public Utilities Board Agenda Information Sheet (Exhibit 1). The pricing structure for the RFP is included as Exhibit 2. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On December 8, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a Fourth Amendment to RFP 5115 for an additional expenditure amount of $415,000 with the total contract amount not -to- exceed $2,075,000. PRINCIPAL PLACE OF BUSINESS Falcon Steel Company City of Denton Page 1 of 2 Printed on 12/12/2014 File #: ID 14 -0819, Version: 1 Haltom City, TX ESTIMATED SCHEDULE OF PROJECT This was an initial one (1) year contract which automatically renews for two (2) additional one (1) year periods through February 5, 2016, with all terms and conditions remaining the same. FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. The work proposed will be mostly in the Electric Utility Capital Improvement Plan transmission category. The transmission costs for projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). EXHIBITS Exhibit l: Public Utilities Board Agenda Sheet Without Exhibits Exhibit 2: Pricing Structure Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Exhibit 5: Amendment to Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Chuck Sears at 349 -7111. City of Denton Page 2 of 2 Printed on 12/12/2014 EXHIBIT 1 PUBLIC UTILITIES BOARD AGENDA ITEM #4 AGENDA INFORMATION SHEET AGENDA DATE: December 8, 2014 DEPARTMENT: Utilities UTILITIES ACM: Howard Martin, Utilities, 349 -8232 SUBJECT Consider recommending approval of an Amendment to a contract with Falcon Steel Company, for procurement of galvanized, tapered, tubular steel structures for substations in the amount of $415,000 (RFP 5115 — Amendment to materials contract in the original not -to- exceed amount of $1,660,000; with the not -to- exceed amount now totaling $2,075,000). BACKGROUND Denton Municipal Electric (DME) has substation projects approved in its five year Capital Improvement Plan. Substation construction projects will require galvanized, tapered, tubular transmission line termination structures and static poles. Falcon Steel was awarded a three year contract for providing these structures in February of 2013 pursuant to RFP 5115. RFP 5115 included information on all standard DME tapered, tubular structures that had been designed up to the time the RFP was advertised. The RFP and contract contained provisions for addition of structures and modifications to structures after award. Falcon has received purchase orders to date for approximately $1,030,000 for tapered, tubular structures for four substations. After award of the contract, designs for the Pockrus and Arco substations were completed. These stations contain more equipment and had to be designed with transmission termination structures that are significantly larger than originally expected. Exhibit 1 is a summary that contains information on the tapered, tubular structures for several stations and illustrates the impact of this necessary design change for Pockrus and Arco. Since there is still approximately $600,000 available on the existing contract, DME proposes to amend the contract to add the 25% permitted by procurement rules and allow the existing contract to remain in force. This amount will cover the cost of Arco and North Lakes substations and leave another approximately $315,000 for use with other projects. As shown by the amounts in Exhibit 1, the remaining funds in the contract will not cover these two projects. It is expected that DME will publish an RFP for a new contract in in mid to late summer 2015 depending on the construction schedules for further projects. The performance of the current contractor has been very good. Their location in Haltom City (north Fort Worth near I -35W and Loop 820) is convenient for collaboration. Coordination for deliveries has been good. Falcon uses Edsco in Denton to manufacture the anchor bolt cages. Due to these factors, DME would like to continue to work with Falcon. AIS — PUB Agenda Item 44 EXHIBIT 1 December 8, 2014 Page 2 of 3 Exhibit 2 is a drawing showing the relative sizes and weights of the two types of structures and where they are used in the stations. Exhibit 3 is a listing of the unit costs in the contract. A brief description of the contract and of the RFP may be helpful. RFP 45115 was structured to obtain unit prices and adjustments for the purchase of steel structures that could be used for multiple projects over time and that could accommodate differences in structures, the addition of new structures, and changes in quantities required. The contract does not obligate DME to expend any minimum amount and can be terminated with notice. Purchase orders are issued for each project based on the unit prices. This contract arrangement has been beneficial. OPTIONS 1. Recommend approval. 2. Not recommend approval and direct that other actions be taken. RECOMMENDATION DME recommends approval of an amendment to the contract with Falcon Steel Company to increase the not -to- exceed amount of the contract by $415,000 for a total not -to- exceed amount of $2,075,000. ESTIMATED SCHEDULE OF PROJECT Work will be authorized based on project schedules. PRIOR ACTION /REVIEW (Council, Boards, Commissions) This contract was approved by the City Council and originated on February 5, 2013. The proposed amendment is consistent with project information detailed in CIP and budget presentations. DATE SCHEDULED FOR COUNCIL APPROVAL December 16, 2014 FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. The work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). RFP INFORMATION The information for the amendment is summarized in Exhibit 1. EXHIBITS 1. Summary of Amendment 2. Drawing — Structure Comparison 3. Unit Prices for RFP 45115 AIS — PUB Agenda Item 44 EXHIBIT 1 December 8, 2014 Page 3 of 3 Respectfully submitted: Phil Williams General Manager Denton Municipal Electric Prepared by: Chuck Sears Transmission Engineering Manager Denton Municipal Electric Cf3 N Goq Cf3 Cf3 Cf3 Goq 4f3 4f3 Cf3 Cf3 Cf3 O C�3 o w � C15 t � Q cz cz w ai cn IA cz U W 3 a o o CIS O CIS CIS cz CIS cCIS mCIS mCIS Q an ap N `n x M) "o 0 0 0 C c cN cn o a. a Q o 4 1 M N C'' v ON v Q op o Q 1 41 U U V � at ri "Li � N N N N N N N N A N N EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD December 8, 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 open meeting on Monday, December 8, 2014 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, Barbara Russell, Lilia Bynum and Charles Jackson Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 4. Consider recommending approval of an Amendment to a contract with Falcon Steel Company, for procurement of galvanized, tapered, tubular steel structures for substations in the amount of $415,000 (RFP 5115 — Amendment to materials contract in the original not -to- exceed amount of $1,660,000; with the not -to- exceed amount now totaling $2,075,000). Motion was made to approve item 4 by Board Member Bynum with the second by Board Member Gallivan. The vote was 7 -0 approved. Adjournment 10:48 a.m. EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A FOURTH AMENDMENT TO A CONTRACT WITH FALCON STEEL COMPANY FOR THE PROCUREMENT OF GALVANIZED, TAPERED, STEEL STRUCTURES FOR SUBSTATIONS FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5115- PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT OF $415,000 WITH THE TOTAL CONTRACT AMOUNT NOT -TO- EXCEED $2,075,000). WHEREAS, on February 5, 2013, by Ordinance No. 2013 -029, the City awarded a contract for galvanized, tapered, tubular steel structures for substations to Falcon Steel Company, in the not - to- exceed amount of $1,660,000; and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council this Fourth Amendment be authorized to amend such contract agreement with respect to increasing the annual contract amount to not -to- exceed $2,075,000; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Fourth Amendment increasing the amount of the contract between the City and Falcon Steel Company, which is on file in the office of the Purchasing Agent, in an amount not - to- exceed Four Hundred Fifteen Thousand and 0 /100 ($415,000) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $2,075,000. SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5115 to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • EXHIBIT 4 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY m BY: EXHIBIT 5 THE STATE OF TEXAS § COUNTY OF DENTON § FOURTH AM1�INDMEN'r TO CONTRACT BY AND BETWHEN °1 HE CITY Y O D1,.N ]LONjF,XAS AND FALCON STEEL COMPANY [RFP NO. 51151 THIS FOURTH AMENDMENT TO CONTRACT 5115 ( "Amendment ") by and between the City of Denton, Texas ( "City ") and Falcon Steel Company ( "Supplier "); The CITY deems it necessary to further expand the goods /services provided by SUPPLIER to the CITY; NOW THEREFORE, 1. Exhibit B "Special Terms and Conditions ", Total Contract Amount of the Agreement is hereby amended to read as follows: "Total Contract Amount for services shall not exceed $2,075,000 per term. Pricing shall be per Exhibit C attached." 2. If needed (if only one change, delete the numbering) All other provisions of the contract 5115, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the SUPPLIER, have each executed this Amendment in three (3) original counterparts, by and through their respective duly authorized representatives and officers on this the day of ... ............ ., ... ............................ 20 RFP 5115 — Amendment Page 1 of 2 EXHIBIT 5 "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY go APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Lo "SUPPLIER" FALCON STEEL COMPANY A Corporation By 1110 "1���� �`.�� ._ IJ..I,�I �,.... �. SIGNA�1 ATTEST: RFP 5115 — Amendment #4 Page 2 of 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 14 -0822, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric ACM: Howard Martin, 349 -8232 Date: December 16, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager, or his designee, on behalf of the City, to exercise the options to purchase real property, and to purchase real property, generally located in the 100 block of N. Bonnie Brae ST., 2500 block of W. Hickory St., and 2300 block of W. Oak St., Denton, Denton County, Texas, which is for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines, facilities, and structures, including substations, from John R. Lott and his related entities, for the total purchase of $1,500,000.00; authorizing the expenditure of funds; and, providing an effective date. BACKGROUND: The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct Hickory Substation. The existing station capacity is inadequate for expected future load. Also, DME is working toward conversion of the 69KV transmission system to 138KV. Since this station is rated at 69KV it will need to be rebuilt to 138KV requirements. Rebuilding on the existing site is not feasible because of the space required for 138KV equipment. The DME Capital Improvement Plan includes the reconstruction of the Hickory Substation. The real estate involved in this transaction constitutes the majority of the site that was selected by the City Council on December 2, 2014 for the reconstruction of the Hickory Substation. OPTIONS: 1. Approval of ordinance exercising the option contracts and purchase of the property subject to these options. 2. Do not recommend approval. RECOMMENDATION: DME recommends that the City Council approve the ordinance to exercise the option contracts and execute the purchase of the related properties. City of Denton Page 1 of 2 Printed on 12/12/2014 File #: ID 14 -0822, Version: 1 PRIOR ACTION/REVIEW (Council, Boards, Commissions): The City Council passed Ordinance No. 2014 -306 on September 16, 2014 approving the purchase of these option contracts. The Public Utilities Board held a public hearing on November 10, 2014 and recommended the site which includes these properties. The City Council held a public hearing on December 2, 2014 and passed Resolution No. 2014 -043 and thus selecting the site which includes these properties subject to the option contracts approved earlier in September. EXHIBITS: 1. Ordinance, with attachments Respectfully submitted: Phil Williams General Manager Denton Municipal Electric Prepared by: Smith L. Day Compliance Manager Denton Municipal Electric City of Denton Page 2 of 2 Printed on 12/12/2014 EXHIBIT 1 ��], M1 D -a[y901 to] will EA AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, ON BEHALF OF THE CITY, TO EXERCISE THE OPTIONS TO PURCHASE REAL PROPERTY, AND TO PURCHASE REAL PROPERTY, GENERALLY LOCATED IN THE 100 BLOCK OF N. BONNIE BRAE ST., 2500 BLOCK OF W. HICKORY ST., AND 2300 BLOCK OF W. OAK ST., DENTON, DENTON COUNTY, TEXAS, WHICH IS FOR THE PUBLIC USE OF EXPANSION, CONSTRUCTION, MAINTENANCE, OPERATION, AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, AND STRUCTURES, INCLUDING SUBSTATIONS, FOR THE TOTAL PURCHASE PRICE OF $1,500,000.00; AUTHORIZING THE EXPENDITURE OF FUNDS; AND, PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas ( "City ") has approved plans for the construction of multiple electric transmission and distribution lines and substation projects ( "DME Expansion Projects "); WHEREAS, the DME Expansion Projects serve the public interest of the citizens of the City by continuing to provide reliable electric service through electric utility infrastructure expansion and improvements; WHEREAS, numerous real property interests need to be acquired by the City to construct the DME Expansion Projects; NOW, THEREFORE: THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble of this ordinance are incorporated by reference as findings of the City Council. SECTION 2. The City Council further finds that: a. On September 16, 2014, the City Council passed Ordinance No. 2014 -306 which allowed the City to secure options to purchase certain real property located in the 100 block of N. Bonnie Brae St., 2500 block of W. Hickory St., and 2300 block of W. Oak St., Denton, Denton County, Texas, for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines, facilities, and structures, including substations. b. Specifically, the Options to Purchase referred to in paragraph 2.a. above are for the following properties (collectively referred to as "the Hickory Substation Property ") and include the purchase amount, seller, and contract for sale reference for each: Property: Lots 3 and 4, Whitten Addition, City of Denton, Denton County, Texas; Purchase Amount: $632,750.00; Seller: John H. Lott, individually, and as manager of Hickory Med, LLC, a series of Opal Estelle Holdings, LCC, a Texas series limited liability company; Contract for Sale Reference: Exhibit A. ii. Property: Lots 4 and 5, Whitten Addition, City of Denton, Denton County, Texas; Purchase Amount: $632,750.00; and Seller: John H. Lott, individually, and as manager of Oak Med Park, LLC, a series of Opal Estelle Holdings, LCC, a Texas series limited liability company; Contract for Sale Reference: Exhibit B. iii. Property: Lot 4, Oak Street Terrace Addition, City of Denton, Denton County, Texas; l Purchase Amount: $117,750.00; and Seller: John H. Lott, individually, and as manager of 102 -8 BB, LLC, a series of Opal Estelle Holdings, LCC, a Texas series limited liability company; Contract for Sale Reference: Exhibit C. iv. Property: Lot 5, Oak Street Terrace Addition, City of Denton, Denton County, Texas; Purchase Amount: $1 17,750.00; and Seller: John H. Lott, individually, and as manager of 102 -8 BB, LLC, a series of Opal Estelle Holdings, LCC, a Texas series limited liability company; Contract for Sale Reference: Exhibit D. C. On December 2, 2014, the City Council passed Resolution No. 2014 -043 which approved the "Purple Site" as the site for the relocation and reconstruction of the Hickory Substation. d. The Purple Site consists of the Hickory Substation Property. SECTION 3. The City Manager, or his designee, is (a) authorized to exercise the rights under the Options to Purchase described in Section 2 above to purchase the Hickory Substation Property including, but not limited to, (i) executing the Contracts of Sale attached as Exhibits A, B, C, and D, and (ii) delivering the same to the Seller in accordance with the terms of the Options to Purchase; (b) take any other action and execute any other documents necessary for the purchase of the Hickory Substation Property as contemplated by the attached Contracts of Sale; and, (c) to make expenditures in accordance with the terms of the attached Contracts of Sale. SECTION 4. It is the intention of the City Council of the City of Denton, Texas, that if any phrase, sentence, section, or paragraph of this ordinance shall be declared unconstitutional or otherwise invalid by final judgment of a court of competent jurisdiction such unconstitutionality or invalidity shall not affect any of the remainder of this ordinance since the same would have been enacted by the City Council without the incorporation of the unconstitutional or invalid phrase, sentence, section or paragraph. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: EXHIBIT A TO ORDINANCE (Hickory SS — Exercise of Option and Contract) CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract ") is made this day of , 2014, between Seller, JOHN R. LOTT, individually, and as manager of HICKORY MED, LLC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company, and Buyer, the City of Denton, Texas, a Texas home rule municipal corporation. The Effective Date of this Contract is the date of execution of the same by the Buyer. RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exhibit "A" attached, being located in Denton County, Texas (the "Land "); and WHEREAS, Seller wants to sell to Buyer, and Buyer wants to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property "). ARTICLE I SALE OF PROPERTY For the consideration set forth, and upon the terms, conditions and provisions contained, and subject to the reservations.. Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. Seller, subject to the limitation of such reservation made, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved , 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. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized , shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). 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. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of SIX HUNDRED THIRTY -TWO THOUSAND TWO HUNDRED FIFTY and NO /100 US Dollars ($632,250.00) (the "Purchase Price "). 2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No /100 Dollars ($1,000.00), as Earnest Money with Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205, ( "Title Company "), as escrow agent, within seven (7) calendar days of the Effective Date. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated is consummated in accordance with the terms and the provisions of this Contract, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within seven (7) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (the "Independent Contract Consideration "), which amount the parties acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non- refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. Contract of Sale (Hickory Med) Page 2 of 20 ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights -of -way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to as an "Exception "). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents "), including those described in the Title Commitment as exceptions to which the conveyance will be subject and /or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of ten (10) calendar days (the "Title Review Period ") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. Contract of Sale (Hickory Med) Page 3 of 20 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within ten (10) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed ten (10) calendar day period, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions, or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession "; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and /or deletions, Buyer may object to any Exception it deems material, in its sole discretion. Contract of Sale (Hickory Med) Page 4 of 20 ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period "), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non - confidential and non - privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. Contract of Sale (Hickory Med) Page 5 of 20 (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (h) The Seller shall convey the Property free and clear of all debts, liens and encumbrances. (i) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (j) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos - containing material, petroleum products and raw materials, that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean -up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state superlien and environmental clean -up statutes and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. Contract of Sale (Hickory Med) Page 6 of 20 (k) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. (1) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and /or occupancy agreements and /or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments t (the "Leases "). (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments t, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable Contract of Sale (Hickory Med) Page 7 of 20 attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(x). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract Contract of Sale (Hickory Med) Page 8 of 20 have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date shall be on or before 5:00 p.m. seventy five (75) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached as Attachment "1 ", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Evidence of Seller's authority to close this transaction; and (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. Contract of Sale (Hickory Med) Page 9 of 20 Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Buyer will be responsible for paying fees, costs and expenses for the closing of this transaction. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which Contract of Sale (Hickory Med) Page 10 of 20 event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may, at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: Contract of Sale (Hickory Med) Page I I of 20 SELLER: BUYER: Fax Copies to: For Seller: Fax City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas St. Denton, Texas 76209 Fax: (940) 349 -8951 For Buyer: Larry Collister, Deputy City Attorney City of Denton — Legal Department 215 E. McKinney St. Denton, Texas 76201 Fax: (940) 382-7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE IS, IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage or destruction to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or Contract of Sale (Hickory Med) Page 12 of 20 (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have a period of up to ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and /or deliver, or cause to be performed, executed and /or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Frank Payne, P.E., City Engineer of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. Contract of Sale (Hickory Med) Page 13 of 20 9.12 Removal of Pecan Trees from Property. Seller has one - hundred and eighty (180) days after closing to remove any pecans tree located on the Property. SELLER: JOHN R. LOTT, Individually, and as manager of of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company Executed by Seller on the day of , 2014. BUYER: C GEORGE C. CAMPBELL, CITY MANAGER Executed by Buyer on the day of 12014. ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY M. Contract of Sale (Hickory Med) Page 14 of 20 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Phone: (940) 381-1006 Fax: (940) 898 -0121 li Printed Name: Title: Contract receipt date: 52014 Contract of sale (Hickory Med) Page 15 of 20 EXHIBIT "A" TO CONTRACT OF SALE Legal Description and Depiction of Property All that certain tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, and being all of Lots 3 and 4 of the Whitten Addition, an addition as shown of record in Volume 7, Page 12 of the Plat Records of Denton County, Texas. Contract of Sale (Hickory Med) Page 16 of 20 ATTACHMENT 641" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That JOHN R. LOTT, individually, and OAK MED PARK, LCC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company ( "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 ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which is acknowledged, subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED, and does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A" attached and made a part 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 (collectively, the "Property "). Grantor, subject to the limitation of such reservation made, 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 Contract of Sale (Hickory Med) Page 17 of 20 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, 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. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). The term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. This conveyance is subject to the following: (All of those Exceptions from Coverage found on Schedule B of the Owners Title Policy to which referenced is made for all purposes and incorporated by reference.) TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does 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 Contract of Sale (Hickory Med) Page 18 of 20 to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of GRANTOR: JOHN R. LOTT, individually, and as manager of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company State of Texas § County of § 2014 This instrument was acknowledged before me on this day of , 2014 by JOHN R. LOTT, individually, and as as manager of HICKORY MED, LLC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company. Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, TX 76209 Contract of sale (Hickory Med) Page 19 of 20 Notary Public, State of _ My Commission Expires: Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201 Exhibit "A" PAGE 1 to SWD All that certain tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, and being all of Lots 3 and 4 of the Whitten Addition, an addition as shown of record in Volume 7, Page 12 of the Plat Records of Denton County, Texas. Contract of Sale (Hickory Med) Page 20 of 20 10,6140511 TO ORDINANCE (Hickory SS — Exercise of Option and Contract) CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract ") is made this day of , 2014, between Seller, JOHN R. LOTT, individually, and OAK MED PARK, LLC, a series of OPAL ESTELLE HOLDING, LLC, Texas series limited liability company, and Buyer, the City of Denton, Texas, a Texas home rule municipal corporation. The Effective Date of this Contract is the date of execution of the same by the Buyer. RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exhibit "A" attached, being located in Denton County, Texas (the "Land'*'); and WHEREAS, Seller wants to sell to Buyer, and Buyer wants to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property "). ARTICLE I SALE OF PROPERTY For the consideration set forth, and upon the terms, conditions and provisions contained, and subject to the reservations, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. Seller, subject to the limitation of such reservation made, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved , 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. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized , shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). 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. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of SIX HUNDRED THIRTY -TWO THOUSAND TWO HUNDRED FIFTY and NO /100 US Dollars ($632,250.00) (the "Purchase Price "). 2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No /100 Dollars ($1,000.00), as Earnest Money with Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205, ( "Title Company "), as escrow agent, within seven (7) calendar days of the Effective Date. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated is consummated in accordance with the terms and the provisions of this Contract, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within seven (7) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (the "Independent Contract Consideration "), which amount the parties acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non- refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. Contract of sale (Oak Med Park) Page 2 of 20 ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to as an "Exception "). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents "), including those described in the Title Commitment as exceptions to which the conveyance will be subject and /or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of ten (10) calendar days (the "Title Review Period ") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ( "Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. Contract of Sale (Oak Med Park) Page 3 of 20 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within ten (10) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed ten (10) calendar day period, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions, or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession "; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and /or deletions, Buyer may object to any Exception it deems material, in its sole discretion. Contract of Sale (Oak Med Park) Page 4 of 20 ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period "), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non - confidential and non - privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(x). (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. Contract of Sale (Oak Med Park) Page 5 of 20 (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (h) The Seller shall convey the Property free and clear of all debts, liens and encumbrances. (i) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (j) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos - containing material, petroleum products and raw materials, that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to enviromnental quality, contamination, and clean -up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state superlien and environmental clean -up statutes and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. Contract of Sale (Oak Med Park) Page 6 of 20 (k) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. (1) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and /or occupancy agreements and /or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments t (the "Leases "). (ii) All enviromnental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments t, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable Contract of Sale (Oak Med Park) Page 7 of 20 attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract Contract of Sale (Oak Med Park) Page 8 of 20 have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date shall be on or before 5:00 p.m. seventy five (75) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached as Attachment "1 ", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Evidence of Seller's authority to close this transaction; and (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. Contract of Sale (Oak Med Park) Page 9 of 20 Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Buyer will be responsible for paying fees, costs and expenses for the closing of this transaction. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which Contract of Sale (Oak Med Park) Page 10 of 20 event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may, at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: Contract of Sale (Oak Med Park) Page 1 1 of 20 SELLER: Fax Copies to: For Seller: Fax BUYER: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas St. Denton, Texas 76209 Fax: (940) 349 -8951 For Buyer: Larry Collister, Deputy City Attorney City of Denton — Legal Department 215 E. McKinney St. Denton, Texas 76201 Fax: (940) 382 -7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE IS, IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage or destruction to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or Contract of Sale (Oak Med Park) Page 12 of 20 (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have a period of up to ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and /or deliver, or cause to be performed, executed and /or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Frank Payne, P.E., City Engineer of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. Contract of Sale (Oak Med Park) Page 13 of 20 9.12 Removal of Pecan Trees from Property. Seller has one- hundred and eighty (180) days after closing to remove any pecans tree located on the Property. SELLER: JOHN R. LOTT, Individually, and as manager of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company Executed by Seller on the day of , 2014. BUYER: S GEORGE C. CAMPBELL, CITY MANAGER Executed by Buyer on the day of 12014. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ffiffi Contract of Sale (Oak Med Park) Page 14 of 20 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Phone: (940) 381-1006 Fax: (940) 898 -0121 C Printed Name: Title: Contract receipt date: 12014 Contract of Sale (Oak Med Park) Page 15 of 20 EXHIBIT "A" TO CONTRACT OF SALE Legal Description and Depiction of Property All that certain tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, and being all of Lots 5 and 6 of the Whitten Addition, an addition as shown of record in Volume 7, Page 12 of the Plat Records of Denton County, Texas. Contract of Sale (Oak Med Park) Page 16 of 20 ATTACHMENT 461" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That JOHN R. LOTT, individually, and OAK MED PARK, LCC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company ( "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 ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which is acknowledged, subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED, and does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A" attached and made a part 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 (collectively, the "Property "). Grantor, subject to the limitation of such reservation made, 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 Contract of Sale (Oak Med Park) Page 17 of 20 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, 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. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals'' as utilized, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). The term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. This conveyance is subject to the following: (All of those Exceptions from Coverage found on Schedule B of the Owners Title Policy to which referenced is made for all purposes and incorporated by reference.) TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does 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 Contract of Sale (Oak Med Park) Page 18 of 20 to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of GRANTOR: JOHN R. LOTT, individually, and as manager of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company State of Texas § County of § 2014 This instrument was acknowledged before me on this day of , 2014 by JOHN R. LOTT, individually, and as of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company. Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, TX 76209 Contract of Sale (Oak Med Park) Page 19 of 20 Notary Public, State of _ My Commission Expires: Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201 Exhibit "A" PAGE 1 to SWD All that certain tract or parcel of land lying and being situated in the City and County of Denton, State of Texas, and being all of Lots 5 and 6 of the Whitten Addition, an addition as shown of record in Volume 7, Page 12 of the Plat Records of Denton County, Texas. Contract of Sale (Oak Med Park) Page 20 of 20 EXHIBIT C TO ORDINANCE (Hickory SS — Exercise of Option and Contract) CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract ") is made this day of , 2014, between Seller, JOHN R. LOTT, individually, and as manager of 102 -8 BB, LLC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company, and Buyer, the City of Denton, Texas, a Texas home rule municipal corporation. The Effective Date of this Contract is the date of execution of the same by the Buyer. RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exhibit "A" attached, being located in Denton County, Texas (the "Land "); and WHEREAS, Seller wants to sell to Buyer, and Buyer wants to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property "). ARTICLE I SALE OF PROPERTY For the consideration set forth, and upon the terms, conditions and provisions contained, and subject to the reservations, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. Seller, subject to the limitation of such reservation made, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved , 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. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized , shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). 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. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of ONE HUNDRED SEVENTEEN THOUSAND SEVEN HUNDRED FIFTY and NO /100 US Dollars ($117,750.00) (the "Purchase Price "). 2.02 Earnest Money. Buyer shall deposit the sum of Five Hundred and No /100 Dollars ($500.00), as Earnest Money with Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205, ( "Title Company "), as escrow agent, within seven (7) calendar days of the Effective Date. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated is consummated in accordance with the terms and the provisions of this Contract, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within seven (7) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (the "Independent Contract Consideration "), which amount the parties acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non- refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. Contract of Sale (102 Bonnie Brae) Page 2 of 20 ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights -of -way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to as an "Exception "). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents "), including those described in the Title Commitment as exceptions to which the conveyance will be subject and /or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of ten (10) calendar days (the "Title Review Period ") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ( "Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. Contract of Sale (102 Bonnie Brae) Page 3 of 20 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within ten (10) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed ten (10) calendar day period, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions, or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (e) no exception will be permitted for "rights of parties in possession "; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and /or deletions, Buyer may object to any Exception it deems material, in its sole discretion. Contract of Sale (102 Bonnie Brae) Page 4 of 20 ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period "), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non - confidential and non - privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (e) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. Contract of Sale (102 Bonnie Brae) Page 5 of 20 (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (h) The Seller shall convey the Property free and clear of all debts, liens and encumbrances. (i) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (j) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos - containing material, petroleum products and raw materials, that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean -up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state superlien and environmental clean -up statutes and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. Contract of Sale (102 Bonnie Brae) Page 6 of 20 (k) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. (1) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and /or occupancy agreements and /or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments t (the "Leases "). (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments t, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable Contract of Sale (102 Bonnie Brae) Page 7 of 20 attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract Contract of Sale (102 Bonnie Brae) Page 8 of 20 have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date shall be on or before 5:00 p.m. seventy five (75) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached as Attachment "1 ", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Evidence of Seller's authority to close this transaction; and (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. Contract of Sale (102 Bonnie Brae) Page 9 of 20 Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Buyer will be responsible for paying fees, costs and expenses for the closing of this transaction. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which Contract of Sale (102 Bonnie Brae) Page 10 of 20 event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may, at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: Contract of Sale (102 Bonnie Brae) Page 1 I of 20 SELLER: BUYER: Fax Copies to: For Seller: Fax City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas St. Denton, Texas 76209 Fax: (940) 349 -8951 For Buyer: Larry Collister, Deputy City Attorney City of Denton — Legal Department 215 E. McKinney St. Denton, Texas 76201 Fax: (940) 382 -7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE IS, IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage or destruction to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or Contract of Sale (102 Bonnie Brae) Page 12 of 20 (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have a period of up to ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and /or deliver, or cause to be performed, executed and /or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Frank Payne, P.E., City Engineer of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. Contract of Sale (102 Bonnie Brae) Page 13 of 20 SELLER: JOHN R. LOTT, Individually, and of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company Executed by Seller on the day of , 2014. BUYER: C GEORGE C. CAMPBELL, CITY MANAGER Executed by Buyer on the day of , 2014 ATTEST: JENNIFER WALTERS, CITY SECRETARY MM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY S Contract of Sale (102 Bonnie Brae) Page 14 of 20 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Phone: (940) 381 -1006 Fax: (940) 898 -0121 ma Printed Name: Title: Contract receipt date: , 2014 Contract of Sale (102 Bonnie Brae) Page 15 of 20 EXHIBIT "A" TO CONTRACT OF SALE Legal Description and Depiction of Property All those certain lots, tracts or parcels of land lying and being situated in the City and County of Denton, State of Texas, and being Lot 5 of Oak Street Terrace, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Volume 407, Page 562, Deed Records, Denton County, Texas. Also known as 102 Bonnie Brae Street. Contract of Sale (102 Bonnie Brae) Page 16 of 20 ATTACHMENT "1" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That JOHN R. LOTT, individually, and 102 -8 BB, LLC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company ("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 ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which is acknowledged, subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED, and does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A" attached and made a part 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 (collectively, the "Property ") Grantor, subject to the limitation of such reservation made, 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 Contract of Sale (102 Bonnie Brae) Page 17 of 20 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, 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. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 74' ) (Tex. 1980). The term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. This conveyance is subject to the following: (All of those Exceptions from Coverage found on Schedule B of the Owners Title Policy to which referenced is made for all purposes and incorporated by reference.) TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does 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 Contract of Sale (102 Bonnie Brae) Page 18 of 20 to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of GRANTOR: JOHN R. LOTT, individually, and as manager of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company State of Texas § County of § 2014 This instrument was acknowledged before me on this day of , 2014 by JOHN R. LOTT, individually, and as manager of 102 -8 BB, LLC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company. Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, TX 76209 Contract of Sale (102 Bonnie Brae) Page 19 of 20 Notary Public, State of _ My Commission Expires: Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201 Exhibit "A" PAGE 1 to SWD All those certain lots, tracts or parcels of land lying and being situated in the City and County of Denton, State of Texas, and being Lot 5 of Oak Street Terrace, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Volume 407, Page 562, Deed Records, Denton County, Texas. Also known as 102 Bonnie Brae Street. Contract of Sale (102 Bonnie Brae) Page 20 of 20 EXHIBIT D TO ORDINANCE (Hickory SS — Exercise of Option and Contract) CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract ") is made this day of , 2014, between Seller, JOHN R. LOTT, individually, and as manager of 102 -8 BB, LLC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company, and Buyer, the City of Denton, Texas, a Texas home rule municipal corporation. The Effective Date of this Contract is the date of execution of the same by the Buyer. RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exhibit "A" attached, being located in Denton County, Texas (the "Land "); and WHEREAS, Seller wants to sell to Buyer, and Buyer wants to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property "). ARTICLE I SALE OF PROPERTY For the consideration set forth, and upon the terms, conditions and provisions contained, and subject to the reservations, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. Seller, subject to the limitation of such reservation made, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved , 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. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized , shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). 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. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of ONE HUNDRED SEVENTEEN THOUSAND SEVEN HUNDRED FIFTY and NO /100 US Dollars ($117,750.00) (the "Purchase Price "). 2.02 Earnest Money. Buyer shall deposit the sum of Five Hundred and No /100 Dollars ($500.00), as Earnest Money with Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205, ( "Title Company "), as escrow agent, within seven (7) calendar days of the Effective Date. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated is consummated in accordance with the terms and the provisions of this Contract, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within seven (7) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (the "Independent Contract Consideration "), which amount the parties acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non- refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. Contract of Sale (108 Bonnie Brae) Page 2 of 20 ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to as an "Exception "). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents "), including those described in the Title Commitment as exceptions to which the conveyance will be subject and /or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of ten (10) calendar days (the "Title Review Period ") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ( "Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. Contract of Sale (108 Bonnie Brae) Page 3 of 20 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within ten (10) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed ten (10) calendar day period, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions, or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession "; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and /or deletions, Buyer may object to any Exception it deems material, in its sole discretion. Contract of Sale (108 Bonnie Brae) Page 4 of 20 ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period "), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non - confidential and non - privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. Contract of Sale (108 Bonnie Brae) Page 5 of 20 (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (h) The Seller shall convey the Property free and clear of all debts, liens and encumbrances. (i) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (j) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos - containing material, petroleum products and raw materials, that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean -up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state superlien and environmental clean -up statutes and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. Contract of Sale (108 Bonnie Brae) Page 6 of 20 (k) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. (1) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and /or occupancy agreements and /or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments t (the "Leases "). (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments t, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable Contract of Sale (108 Bonnie Brae) Page 7 of 20 attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract Contract of Sale (108 Bonnie Brae) Page 8 of 20 have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date shall be on or before 5:00 p.m. seventy five (75) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached as Attachment "1 ", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Evidence of Seller's authority to close this transaction; and (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. Contract of Sale (108 Bonnie Brae) Page 9 of 20 Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Buyer will be responsible for paying fees, costs and expenses for the closing of this transaction. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which Contract of Sale (108 Bonnie Brae) Page 10 of 20 event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may, at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: Contract of Sale (108 Bonnie Brae) Page 1 I of 20 SELLER: BUYER: Fax Copies to: For Seller: Fax City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas St. Denton, Texas 76209 Fax: (940) 349 -8951 For Buyer: Larry Collister, Deputy City Attorney City of Denton — Legal Department 215 E. McKinney St. Denton, Texas 76201 Fax: (940) 382 -7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE IS, IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage or destruction to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or Contract of Sale (108 Bonnie Brae) Page 12 of 20 (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have a period of up to ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and /or deliver, or cause to be performed, executed and /or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Frank Payne, P.E., City Engineer of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. Contract of Sale (108 Bonnie Brae) Page 13 of 20 SELLER: JOHN R. LOTT, Individually, and of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company Executed by Seller on the day of , 2014. BUYER: 0 GEORGE C. CAMPBELL, CITY MANAGER Executed by Buyer on the day of '2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY M. Contract of Sale (108 Bonnie Brae) Page 14 of 20 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Phone: (940) 381-1006 Fax: (940) 898 -0121 No Printed Name: Title: Contract receipt date: , 2014 Contract of sale (108 Bonnie Brae) Page 15 of 20 EXHIBIT "A" TO CONTRACT OF SALE Legal Description and Depiction of Property All those certain lots, tracts or parcels of land lying and being situated in the City and County of Denton, State of Texas, and being Lot 4 of Oak Street Terrace, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Volume 407, Page 562, Deed Records, Denton County, Texas. Also known as 108 Bonnie Brae Street. Contract of Sale (108 Bonnie Brae) Page 16 of 20 ATTACHMENT "I" TO CONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS That JOHN R. LOTT, individually, and 102 -8 BB, LLC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company ( "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 ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which is acknowledged, subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED, and does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A" attached and made a part 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 (collectively, the "Property ") Grantor, subject to the limitation of such reservation made, 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 Contract of Sale (108 Bonnie Brae) Page 17 of 20 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, 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. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). The term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. This conveyance is subject to the following: (All of those Exceptions from Coverage found on Schedule B of the Owners Title Policy to which referenced is made for all purposes and incorporated by reference.) TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does 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 Contract of Sale (108 Bonnie Brae) Page 18 of 20 to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of GRANTOR: JOHN R. LOTT, individually, and as manager of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company State of Texas § County of § 2014 This instrument was acknowledged before me on this day of , 2014 by JOHN R. LOTT, individually, and as manager of 102 -8 BB, LLC, a series of OPAL ESTELLE HOLDINGS, LLC, a Texas series limited liability company. Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, TX 76209 Contract of Sale (108 Bonnie Brae) Page 19 of 20 Notary Public, State of My Commission Expires: Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201 Exhibit "A" PAGE 1 to SWD All those certain lots, tracts or parcels of land lying and being situated in the City and County of Denton, State of Texas, and being Lot 4 of Oak Street Terrace, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Volume 407, Page 562, Deed Records, Denton County, Texas. Also known as 108 Bonnie Brae Street. Contract of Sale (108 Bonnie Brae) Page 20 of 20 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 14 -0829, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: December 16, 2014 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of storm drain, water, and sanitary sewer improvements for the McKinney Street Substation addition; providing for the expenditure of funds therefor; and providing an effective date (RFP 5610- awarded to Nu -Way Construction in the not -to- exceed amount of $184,505.75.) The Public Utilities Board recommends approval (6 -0). RFP INFORMATION The construction of McKinney Substation is an approved Capital Improvement Plan (CIP) project. The completed project will provide reliability and expanded distribution capacity in the east central areas of the Denton Municipal Electric service territory. As part of the planning for this project, the City of Denton development review process identified the need for extension of the existing water line and storm drain on the south side of McKinney Street. The water line will be along the north property line of the McKinney Substation and must be completed as a part of the substation project. In addition to the water line extension, storm drain improvements will also be installed. The storm drains will facilitate the construction of the two substation entrances off of McKinney Street. Requests for Proposals were sent to 635 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) proposals meeting specifications were received. The proposals were evaluated by a committee consisting of staff from DME, Materials Management, and the engineering firm of Teague Nall and Perkins. Based upon published criteria listed below, Nu -Way Construction received the highest ranking and was determined to be the best value for the City (Exhibit 1). Proposals were solicited utilizing the following criteria to evaluate the best value: 1. Project schedule 10% 2. Indicators of probable performance under contract 10% 3. Exceptions to the specifications, terms and conditions 20% 4. Price, total cost of ownership 60% PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City of Denton Page 1 of 2 Printed on 12/12/2014 File #: ID 14 -0829, Version: 1 On December 8, 2014, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a contract with Nu -Way Construction in the not -to- exceed amount of $184,505.75. This amount includes the Water Line A Additive Alternative shown on Exhibit 1. PRINCIPAL PLACE OF BUSINESS Nu -Way Construction Corinth, TX ESTIMATED SCHEDULE OF PROJECT Construction is estimated to be completed within 60 working days of issuance of notice to proceed. FISCAL INFORMATION The project will be funded from the Electric Utility Capital account 603103500.1350.3530. Requisition 4122272 has been entered in the Purchasing software system. EXHIBITS Exhibit l: Evaluation/Ranking Sheet Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Chris Lutrick at 349 -7152. City of Denton Page 2 of 2 Printed on 12/12/2014 EXHIBIT 1 RFP 5610 Evaluation Sheet for Public Improvements DME McKinney Street Substation Addition 1 Respondent's Name: Nu -Way Construction Jagoe- Public Co. Flow -Line Construction, Inc. 2 Principal Place of Business (City and State) Corinth, TX Denton, TX Dallas, Tx 3 Respondent is a Corporation, Partnership, sole Proprietorship, Indvidual? LLC Corporation Corporation 4 Total working days (Monday - Friday /Saturday) after Notice to Proceed is issued by City for project start: 45 30 14 5 Total working days (Monday - Friday /Saturday) after Notice to Proceed is issued by City for substatial 15 30 90 Total working days 60 60 104 SECTION I - Project: Furnish all supervision, labor, material, supplies, tools, equipment and transportation to complete: Item Type of Service Requested Quantity Unit Unit Price Extended Price Unit Price Extended Price Unit Price Extended Price GENERAL 6 Mobilization/ Demobilization 1 LS 10,000.00 S 10,000.00 10,000.00 S 10,000.00 27,500.00 S 27,500.00 7 Surety Bonds 1 LS 7,000.00 S 7,000.00 5,000.00 S 5,000.00 7,000.00 S 7,000.00 8 General Site Preparation 1 LS 2,500.00 S 2,500.00 7,500.00 S 7,500.00 8,000.00 S 8,000.00 g Traffic Control, Barricades,Barriers, and Warning Signs 1 LS 2,500.00 S 2,500.00 2,500.00 S 2,500.00 2,000.00 S 2,000.00 10 Temporary Erosion Control 1 LS 1,500.00 S 1,500.00 4,500.00 S 4,500.00 10,000.00 S 10,000.00 I I STORM DRAIN 12 18" Class III RCP 25 LF 40.00 S 1,000.00 90.00 S 2,250.00 90.00 S 2,250.00 13 30" Class III RCP 479 LF 79.00 S 37,841.00 95.00 S 45,505.00 95.00 S 45,505.00 14 24" Class IV RCP 144 LF 59.00 S 8,496.00 70.00 S 10,080.00 80.00 S 11,520.00 15 24" TxDOT P.S.E.T. 3 EA 3,100.00 S 9,300.00 1,500.00 S 4,500.00 3,600.00 S 10,800.00 16 Tx4 "'Y" Inlet 2 EA 3,200.00 S 6,400.00 5,500.00 S 11,000.00 10,500.00 S 21,000.00 17 4'x4' Junction Box 1 EA 3,300.00 S 3,300.00 6,000.00 S 6,000.00 8,600.00 S 8,600.00 18 Storm Water Manhole (Square) 1 EA 3,900.00 S 3,900.00 8,500.00 S 8,500.00 8,100.00 S 8,100.00 19 Plug For 30" RCP 1 EA 900.00 S 900.00 700.00 S 700.00 500.00 S 500.00 20 Connection to Existing Wingwall 1 LS 1,200.00 S 1,200.00 6,000.00 S 6,000.00 8,300.00 S 8,300.00 21 Trench Safety 648 LF 1.25 S 810.00 1.00 S 648.00 2.00 S 1,296.00 WATER 22 8" C900 DR 18 PVC Water 490 LF 36.00 S 17,640.00 44.00 S 21,560.00 65.00 S 31,850.00 23 8" R.J.D.I. Water Carrier Pipe 100 LF 40.00 S 4,000.00 80.00 S 8,000.00 75.00 S 7,500.00 24 16 " Steel Casing Bore 72 LF 195.00 S 14,040.00 650.00 S 46,800.00 345.00 S 24,840.00 25 16" Steel Casing By Open Trench 25 LF 75.00 S 1,875.00 75.00 S 1,875.00 210.00 S 5,250.00 26 8" Gate Valve 3 EA 1,800.00 S 5,400.00 1,400.00 S 41200.00 1,500.00 S 4,500.00 27 8 "x8" Tapping Sleeve & Valve 1 EA 3,500.00 S 3,500.00 4,400.00 S 4,400.00 4,500.00 S 4,500.00 28 Fire Hydrant Assembly 1 EA 3,300.00 S 3,300.00 4,000.00 S 4,000.00 5,500.00 S 5,500.00 29 Water Service 1 EA 1,600.00 S 1,600.00 2,300.00 S 2,300.00 1,400.00 S 1,400.00 30 1 Trench Safety 515 LF 1.25 S 643.75 1.00 S 515.00 12.00 S 6,180.00 RFP 5610 -1 EXHIBIT 1 SECTION III - Expedited Payment Discounts Payment Terms Invoice Paid in 20 days Invoice Paid in 15 days Invoice Paid in 10 days Additional Discount °fa 0.5% 0.7% 1.5% Additional Discount % 0.0% 0.0% 0.0% Additional Discount % 0% 0% 0% Evaluation WATER LINE A ADDITIVE ALTERNATIVE 10 Project Schedule 10 10 Flow -Line 20 Compliance with the Specs 15 1 Nu -Way 453 Jagoe- Public Co. 55.00 Construction, 1 Respondent's Name: 12.00 Construction 2 12" Gate Valve 2 Inc. 2,900.00 SANITARY SEWER 2,300.00 $ 4,600.00 800.00 $ 1,600 TOTAL GRAND TOTAL EVALUATED TOTAL (WITH DISCOUNT) S 30,715 S 25,438 31 8" SDR 26 PVC Sanitary Sewer 20 LF 31.00 $ 620.00 73.00 $ 1,460.00 175.00 $ 3,500.00 32 Bypass Pumping 1 LS 4,500.00 $ 4,500.00 1,500.00 $ 1,500.00 500.00 $ 500.00 33 1 Trench Safety 1 20 1 LF 1.25 $ 25.00 1.00 $ 20.00 10.00 $ 200.00 TOTAL I S 153,790.75 S 221,313.00 $ 268,091.00 SECTION III - Expedited Payment Discounts Payment Terms Invoice Paid in 20 days Invoice Paid in 15 days Invoice Paid in 10 days Additional Discount °fa 0.5% 0.7% 1.5% Additional Discount % 0.0% 0.0% 0.0% Additional Discount % 0% 0% 0% Evaluation WATER LINE A ADDITIVE ALTERNATIVE 10 Project Schedule 10 10 5.8 20 Compliance with the Specs 15 1 12" C900 DR 18 PVC Water 453 LF 55.00 $ 24,915.00 46.00 $ 20,838.00 12.00 $ 5,436 2 12" Gate Valve 2 EA 2,900.00 $ 5,800.00 2,300.00 $ 4,600.00 800.00 $ 1,600 TOTAL GRAND TOTAL EVALUATED TOTAL (WITH DISCOUNT) S 30,715 S 25,438 S 7,036 S 184,505.75 S 246,751 S 275,127 S 183,583 S 246,751 S 275,127 SECTION III - Expedited Payment Discounts Payment Terms Invoice Paid in 20 days Invoice Paid in 15 days Invoice Paid in 10 days Additional Discount °fa 0.5% 0.7% 1.5% Additional Discount % 0.0% 0.0% 0.0% Additional Discount % 0% 0% 0% Evaluation 10 Project Schedule 10 10 5.8 20 Compliance with the Specs 15 15 18 10 Probable Performance 8 8 7 60 Price 60 44.6 40.0 100 Total 93 77.6 70.8 RFP 5610 -1 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD December 8, 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 open meeting on Monday, December 8, 2014 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, Barbara Russell, Lilia Bynum and Charles Jackson Ex Officio Members: George Campbell City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 2. Consider recommending approval of a contract with Nu -Way Construction, Corinth Texas, for installation of water and stormwater lines adjacent to McKinney Substation in the not to exceed amount of $153,790.75. (RFP 5610). Board Member Cheek recused himself for this item. Brent Heath, Exec Mgr of Energy Delivery, stated this item is for installation of water and storm water lines on the north side of McKinney substation. There is information in the back up regarding an 8" line and 12" as an alternate. Tim Fisher, Assistant Director Water Utilities, wanted to go with the 12" water line. The not to exceed amount in the caption needs to change to $184,505.75. Fisher added that there was not a reason to have an oversized participation agreement between departments. The $30,000 will be transferred by Water Utilities and will account for the difference. Board Member Robinson asked with the 16" boring the price is quite a bit more than the others, is there an explanation for that. Chris Lutrik, DME Engineer III, stated that there was a best and final offer and it was verified that Nu -Way has TxDOT right -of -way experience. Russell stated that was a significant difference in price is there something that is being missed. Heath knew of nothing additional. Smith asked if Nu -Way has worked for the City before. Lutrick answered no they have not but their references were extensively evaluated and they have worked for a municipal before. Board Member Robinson motioned to approve this item with a second from Board Member Jackson. Vote 6 -0 approved. Adjournment 10:48 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE CONSTRUCTION OF STORM DRAIN, WATER, AND SANITARY SEWER IMPROVEMENTS FOR THE MCKINNEY STREET SUBSTATION ADDITION; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5610- AWARDED TO NU- WAY CONSTRUCTION IN THE NOT -TO- EXCEED AMOUNT OF $184,505.75. WHEREAS, the City has solicited, received and tabulated competitive proposals for the construction of public works or improvements in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described proposal is the highest scored proposal for the construction of the public works or improvements described in the Request for Proposal (RFP) document and plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive proposal for the construction of public works or improvements, as described in the "Request for Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the RFP number assigned hereto, are hereby accepted and approved: RFP NUMBER CONTRACTOR AMOUNT 5610 Nu -Way Construction $184,505.75 SECTION 2. The acceptance and approval of the above competitive proposals shall not constitute a contract between the City and the person submitting the proposal for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Proposers including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the proposals accepted and approved herein, provided that such contracts are made in accordance with the Notice to Proposers and Request for Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein. EXHIBIT 3 SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 5610 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. Upon acceptance and approval of the above competitive proposals and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved proposals and authorized contracts executed pursuant thereto. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 14 -0831, Version: 1 DEPARTMENT: CM/ ACM: Date: Agenda Information Sheet CMO John Cabrales, Jr. December 16, 2014 SUBJECT Consider approval of a resolution of the City of Denton, Texas, adopting the City of Denton's 2015 State Legislative Program for the 84th Texas Legislature; and providing an effective date. BACKGROUND The City Council received a report and held a discussion regarding the draft 2015 State Legislative Program on November 18 and December 2. Attached is the recommended 2015 State Legislative Program pursuant to the December 2 discussion. Staff has worked with the Texas Municipal League (TML), the TML Big City group, our legislative consultants and other cities to identify these legislative issues of interest to the City of Denton. The adoption of this program allows city representatives to work with state legislators on supporting and opposing legislation that that will accomplish our goals. It also gives city representatives the ability to react quickly to proposed legislation and authority to enter testimony, on these issues, on behalf of the City. OPTIONS 1. Adopt the City of Denton's 2015 State Legislative Program as presented. 2. Direct staff to amend legislative program and approve as amended on December 16. RECOMMENDATION Adopt the City of Denton's 2015 State Legislative Program as presented. EXHIBITS Resolution for consideration to approve the City of Denton's 2015 State Legislative Program. Respectfully submitted: Lindsey N. Baker Intergovernmental Relations/ Public Information Officer City of Denton Page 1 of 1 Printed on 12/12/2014 S:\Lcgal\Our Documents\Resolutions1141Legislative Program Resolution (2015).docx RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON, TEXAS, ADOPTING THE CITY OF DENTON'S 2015 STATE LEGISLATIVE PROGRAM FOR THE 84" TEXAS LEGISLATURE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the 84"' Texas Legislature will commence in January 2015; and WHEREAS, appraisal caps, revenue caps, budgeting authority and revenue sources, and many other legislative issues affecting local government will be considered; and WHEREAS, the City of Denton desires to adopt its 2015 State Legislative Program for the 84th Texas Legislature; NOW, THERFORE, THE COUNCIL OF THE CITY OF DENTON HERBY RESOLVES: SECTION 1. The City of Denton's 2015 State Legislative Program for the 84'h Texas Legislature is adopted as set forth herein and made a part of this resolution for all purposes. SECTION 2. The Mayor and City Council, City Manager and the City Attorney, or their designees shall communicate the items included in the 2015 State Legislative Program to members of the Texas Legislature. SECTION 3. The City Manager, or his designee, is directed to draft appropriate legislation, seek a sponsor, and actively pursue passage of such legislation by providing testimony from the Mayor and City Council and City Staff and through other appropriate means. PASSED AND APPROVED this the - day of December 2014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 11w APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY T �Wp M &F P PAP City of Denton 2015 State Legislative Agenda 84th Texas Legislature TABLE OF CONTENTS I. City of Denton Mayor and Council Contact Information 3 11. City Manager, City Attorney and City Staff Contact Information 4 111. 2015 State Legislative Program Adopting Resolution 5 IV. General Legislative Policy 6 V. Priority Legislative Agenda VI. Discussion of Priority Legislative Issues VII. General Legislative Agenda Page 2 8 9 15 Greg Johnson At-Large, Place 6 Greg.johnson@cityofdenton.com Joey Hawkins District 4 Joey.Hawkins @cityofdenton.com City of Denton City Council Members Mayor Chris Watts Chris.Watts@cityofdenton.com canton City 6undl bist, �Ojpdl Mums ' IM CT e %Tpo �q - ET, Dalton Gregory At-Large, Place 5 Dalton.GreRory@cityofdenton-com Mayor Pro Tern Jim Engelbrecht John Ryan District 3 District 2 Jim.Engelbrecht@cityofdenton.com John.Ryan@cityofdenton.com Kevin Roden District 1 Kevin.Roden@cityofdenton.com Page 3 City of Denton City Hall: (940) 349-8200 215 E. McKinney Denton, Texas 76201 www.cityofdenton.com Please feel free to contact the Denton City Council and staff to provide additional information and research on legislative issues. George Campbell City Manager o/ (940) 349-8306 Georp,e.Campbell@cilyofdenton.com Howard Martin Assistant City Manager Utilities o/ (940) 349-8232 Howard.Martin2cityofdenton.com John Cabrales, Jr. Assistant City Manager Development Services o/ (940) 349-8509 John. Cabrales2cilyofdenton.com Lindsey Baker Intergovernmental Relations/Public Information Officer o/ (940) 349-8234 c/ (817) 994-7133 Lindsey.Baker&cityofdenton.com Anita Burgess City Attorney o/ (940) 349-8336 Anita.Burgess2cjtyofdenton.com Jon Fortune Assistant City Manager Operations o/ (940) 349-8535 Jon.Fortu,negcityofdenton.com Bryan Langley Assistant City Manager Administrative Services o/ (940) 349-8224 BEXan.LangIeyQqjtyofdenton.com Page 4 RESOLUTION NO. A RESOLUTION OF THE CITY OF DENTON, TEXAS, ADOPTING THE CITY OF DENTON'S 2015 STATE LEGISLATIVE PROGRAM FOR THE 84' TEXAS LEGISLATURE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the 84"' Texas Legislature will commence in January 2015; and WHEREAS, appraisal caps, revenue caps, budgeting authority and revenue sources, and many other legislative issues affecting local government will be considered; and WHEREAS, the City of Denton desires to adopt its 2015 State Legislative Program for the 84th Texas Legislature; NOW, THERFORE, N 2 A, a • SECTION 1. That the City of Denton's 2015 State Legislative Program for the 84tb Texas Legislature is adopted as set forth herein and made a part of this resolution for all purposes. SECTION 2. That the Mayor and City Council, City Manager and the City Attorney, or their designees shall communicate the items included in the 2015 State Legislative Program to members of the Texas Legislature. SECTION 3. The City Manager, or his designee, is directed to draft appropriate legislation, seek a sponsor, and actively pursue passage of such legislation by providing testimony from the Mayor and City Council and City Staff and through other appropriate means. PASSED AND APPROVED this the day of December 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY P-W APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY FIN Page 5 GENERAL LEGISLATIVE POLICY PRESERVE THE CITY'S STRATEGIC GOALS & INTERESTS STATEMENT OF PRESERVATION As a general policy, the City of Denton seeks to preserve its current authority to govern the city, its citizens, and its property. The City will oppose any legislation viewed as detrimental to the City's strategic goals; or that is contrary to the health, safety, and welfare of its citizens; or that mandates increased costs or loss of revenues; or that would diminish the fundamental authority of the City. SUPPORT LEG]SLA TION THAT ADVANCES THE CITY'S STRATEGIC GOALS& INTERESTS STATEMENT OF SUPPORT Likewise, the City supports any legislation viewed as advancing the City's strategic goals; or that improves the health, safety, and welfare of its citizens; or that responsibly increases revenues; or that advances the City's authority to conduct the public's business. The City will oppose any initiatives that seek to erode municipal authority or that otherwise have a negative impact on municipal operations, including but not limited to legislation that would: • Erode home rule authority; • Detrimentally affect the City's financial position by reducing revenue streams or increasing costs; • Erode the authority of Texas cities to manage and control their rights-of-way or other public property, and to be reasonably compensated for such use; • Erode current municipal economic development authority; • Erode the current authority of Texas cities to enact a system and set the level of impact fees for new development; and • Further restrict cities' ability to adopt or amend zoning regulations, and annex property in a city's extraterritorial jurisdiction. FORM COALITIONS WITH PARTIES THAT SHARE COMMON GOALS AND INTERESTS WITH THE CITY The City will form strategic partnerships with cities, political subdivisions, and private sector entities that share common goals with the City of Denton. Additionally, the City will work in coordination with organizations such as the Texas Municipal League when their adopted positions are in-line with the legislative objectives and goals of the City. The formation of strategic partnerships and coordinated efforts is intended to provide the City with a stronger presence in the legislative process. Page 6 GOALS OF THE CITY'S LEGISL TIVE A CTI VITIES STATEMENT OF GOALS The fundamental goal of all City of Denton's legislative activities is to produce positive outcomes for the citizens of Denton as a whole. Numerous proposals in the Texas Legislature have the potential to seriously impact the ability of the City to carry out its overall mission. By taking a proactive role in monitoring and commenting on proposals in the Texas Legislature, we are working to ensure that the citizens of Denton can continue to enjoy the quality of life they have come to expect and deserve. Page 7 PRIORITY LEGISLATIVE ISSUES 1. Preserve Local Budgeting Authority and Revenue Sources • 0 Mose legislation that would unduly restrict the ability of the Cit y to set its own budget or raise the necessary revenue to provide services to City residents and businesses. 2. Preserve Local Control of Land Use Planning and Zoning Support or legislation that local land use authority . . 0 t by restricting the ppose legislation that would erode local land use authority ability of cities to zone or rezone properties. Support legislation that would clarify that the state's vested rights law does not apply to subsurface mineral development as it relates to permits issued by the municipality far oil and gas development activities. 3. Preserve Local Control of Denton Municipal Electric 0 0 1 Owned Utilities or amend ppose legislation that would deregulate Municipally their governing structure. * Support legislation that would preserve Municipally Owned Utilities' authority and governing structure that maintain a diversified energy portfolio. Page 8 DISCUSSION OF PRIORITY LEGISLATIVE ISSUES Preserve Local Budutim! Authority and Revenue Sources The City of Denton will oMose legislation that will unduly restrict the ability of the City to set its own budget or raise the necessary revenue to provide services expected by City residents and businesses. ISSUE During the last several Texas Legislative Sessions, proposals have been set forth that would severely limit the ability of cities to set their budgets or raise adequate revenues to carry out their fundamental functions. For example, numerous proposals to "cap" local revenues and property appraisals have been filed in the Texas Legislature. Every elected official in the City of Denton is sensitive to the tax burden our citizens and businesses pay, and is accountable to the local electorate for the decisions they make. We are also mindful, however, that it takes a great deal of flexibility with our local budget to meet the unique demands for services while at the same time preserving the high standards our community has come to expect. I Uff I-TIPM -9 -k 95 Appraisal and revenue caps undermine the ability of local governments to meet the individual needs and circumstances of their cities. Additionally, one size fits all "caps" violate the fundamental principle of local control. Citizens and businesses have numerous opportunities to provide input to the City of Denton's budget and tax rate setting processes. Most importantly, the citizens of our City get to voice their approval or disapproval of our budgeting performance and tax rates every time we hold a City election. Unfortunately, extremely low appraisal and revenue caps can produce numerous problems. For instance, appraisal caps shift the inequitable tax burden to businesses and new homeowners. This inequitable shift can produce serious long-term negative consequences for the local economy. Revenue caps, on the other hand, require the City to cut services or take on more debt to fund local projects and services. These types of "caps" are particularly harmful to a city like Denton, because it prevents the City from adequately dealing with the infrastructure needs brought on by tremendous population growth. It is inappropriate for the State of Texas to expect local governments to provide numerous public services with no funding from the State, while at the same time unduly restricting the ability of local governments to raise the necessary levels of revenue to provide the required services. SOLUTION If revenue caps are going to be applied to local governments they should be applied uniformly to the state budget as well. In short, the same rules should apply to all levels of government. The State could also supplement local government funding as other states that impose revenue caps have done. Page 9 Preserve Local Control of Land Use Planning and Zoning The City of Denton will support legislation that preserves local land use authority and oppose legislation that will erode local land use authority by restricting the ability of cities to zone or rezone properties. ISSUE Over the past few legislative sessions various proposals have been introduced to restrict the ability of cities to enforce their traditional land use controls. Specifically, legislation that requires cities to compensate landowners any time a zoning classification change is effected (often referred to as a "downzoning"), has come dangerously close to becoming the law. Under these proposals, cities would have to compensate landowners, even if the proposed zoning changes did not interfere with the current or intended use of the property. In addition to compensating landowners for zoning changes, proposals have been considered that would require compensation for numerous types of city regulations. For example, previously proposed legislation would have required cities to compensate landowners if they restricted the ability of patrons to smoke on premises or limited the time of day that alcohol could be served. All of these types of local restrictions have been debated under the theory of "regulatory takings." Additional legislative proposals would have prevented cities from ever changing the zoning classification of a property if any type of basic permit or site plan has been filed with any governmental entity. Since 1999 the Texas Legislature has continually expanded the "permit vesting" statute to include different aspects of city land use authority. The expansion of the "permit vesting" statute is beginning to interfere with the ability of cities to impose orderly, efficient, and comprehensive land use and development plans for their communities. PROBLEM Restricting the ability of cities to properly regulate land uses ultimately prevents them from being able to respond to the needs and demands of their citizens. For example, land use controls are used to keep undesirable businesses from locating in neighborhood-type settings. Additionally, one of the main reasons, people live in cities is to have the protection of a regulated land use system. In short, when a home or business locates in a particular city they do so, in part, to ensure that an incompatible structure will not be placed next to their property. SOLUTION The ability of most cities to manage growth and development is based on the Texas constitution's home rule provisions. Cities are allowed to amend charters and pass ordinances as long as they do not conflict with the constitution or general laws enacted by the state legislature. This means that each home rule city can make its own decisions about what planning tools and techniques are most appropriate to its situation unless those tools have been proscribed by the Texas legislature. The State should be very cautious in proscribing solutions that are only applicable to individual situations because of the vast differences between cities in this large state. Page 10 Preserve Local Control of Land Use Planning and Zoninu Support legislation that would clarify that the state's vested rights law does not apply to subsurface mineral development as it relates to permits issued by the municipality for oil and gas development activities. ISSUE Denton, Texas is a home rule city acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code. Denton, along with other cities in North Texas, identified that its gas well regulations did not fully implement the goals of allowing gas well operations while protecting the public's health, safety and general welfare. The rising demand for clean alternative fuel sources, and the advent of new drilling and production technologies, including hydraulic fracturing, has encouraged mineral development, including in the Barnett Shale gas play, a massive reservoir of natural gas underlying a substantial portion of southern Oklahoma and North Central Texas. The most active production zone of the Barnett Shale is situated under the highly urbanized Denton, Tarrant, and Wise counties. The City of Denton has witnessed significant conflict between increased drilling and urban expansion. The conflict between land use issues, that of gas well operations and that of surface owners seeking the peaceful and quiet enjoyment of their property, has become commonplace. Potential harmful impacts of gas well drilling and production within municipal boundaries fall heavily on neighborhoods and properties adjacent to gas well drilling and production operations, and the balancing of interests of the mineral owners and operators as against quality of life issues for those citizens working and living near drilling sites and production infrastructure has proven challenging. By way of example, during our ordinance review, citizens presented compelling evidence of the impacts of gas well drilling in an urban environment, to include noise, dust, odor, light pollution, vibrations, fire safety, visual aesthetics, surface property value impacts, negative changes to neighborhoods, incompatibility of land uses, impacts to infrastructure related to public health and welfare such as water wells, concerns over setbacks, landscaping, public notice, signage, issues related to operating hours, operator insurance issues, road impacts, and other quality of life issues. Additionally, gas well flaring, gas well completion techniques, closed loop systems, vapor recovery units, water and soil impacts, other environmental impairment issues, methods of plugging and abandoning wells, pits involved in gas well operations, emergency operation plans, and other operational aspects of extraction of minerals trigger public health, safety, property preservation, and order and security of the City of Denton and its inhabitants. Gas well operations have the propensity for polluting or degrading streams, drains, recharge features, or tributaries that may constitute or recharge the City of Denton's drinking water supply. Notwithstanding these concerns, the City encountered substantial resistance from local operators on its ability to prevent or moderate potentially harmful impacts of gas well drilling and production activities on adjacent and proximate land uses. Page 11 PROBLEM The concept of vested rights, in particular, is argued to restrict a City's authority to address impacts of gas well drilling: vested rights, regulatory takings, and preemption. This paper is offered in support of the City's Resolution asking the Texas Legislature to clarify the state's vested rights law. "Vested rights" claims are grounded in Tex. Loc. Govt Code, Chapter 245, as interpreted by the case of Harper Park Two, LP v. Austin, 359 S.W. 3d 247 (Tex.App. -Austin 2011). Under Chapter 245, once an application for the first permit required to complete a property development "project" is filed with the municipality that regulates the use of the property, the municipality's regulations applicable to the project are frozen in their then-current state and the city is prohibited from enforcing subsequent regulatory changes to further restrict the property's use. However, these vested rights protections are lost to the extent that the development being pursued constitutes a new or different "project" from the one for which the initial permit was sought. A "project" is defined in Chapter 245 is an "endeavor" that requires a series of permits to complete. It is the filing of the first permit in the series of required permits that triggers the vested rights protection under the statute. In the context of commercial or residential development, the application of the vested rights law is somewhat problematic, as illustrated by Harper Park Two. In the context of gas well drilling, it is even more difficult to apply. For example, assume that a gas well operator filed a gas well plat in 1992, identifying one well and a series of tank batteries on the plat. In 2007, the operator desires to drill five more wells, one of which is on the pad site of the original well, and three of which are on a pad site 5,000 feet distant from the original site. What is the project? Is it only that pad site identified on the original plat? Is it one well, or two wells, or five wells? Is the project the complete exhaustion of the mineral stores of the mineral lease, no matter the necessity of burdening the surface estate with additional wells and gas infrastructure? In an urban environment with underlying gas plays, the answer to these questions determines the health and safety and the quality of life of a municipality's citizens. SOLUTION It is Denton's position that the Texas Legislature never intended the vested rights analysis to apply to subsurface mineral development and that legislative clarification is need in this respect. Page 12 Preserve Local Control of Denton Municipal Electric The City of Denton will oppose legislation that deregulates Municipally Owned Utilities or amends their governance authority. ISSUE For the first time in over a decade, the 2011 State Legislative session saw bills introduced regarding partial deregulation for specific Municipally Owned Utilities (MOU). Ultimately, none of the bills passed into law. However, this type of legislative pressure toward specific MOUs can have a widespread, negative impact and unforeseen consequences on MOUs throughout the state. Municipalities owning an electric utility, such as in Denton's case, retain local regulator"y authority through its main governing body, the City Council. It is the role and choice of these City Councils to determine each MOUs energy future by exercising its authority whether to opt- in to the deregulated market or to retain its local authority. In April, 2 00 1, the Denton City Council took a wait-and-see approach and exercised its authority choosing not to opt-in to deregulation. To date, there has been no viable reason for Denton to enter into the deregulated market. Requiring MOUs to participate in the deregulated market essentially eliminates the authority of the governing bodies of MOUs and forces them to operate under the same guidelines as investor owned utilities. Historically, DME electric rates have remained stable and competitively priced. Mandating that an MOU participate in the deregulated market not only increases its financial burden, but also ensures that the increased costs are passed through to the DME ratepayers, thus placing DME at a competitive disadvantage in the electric market. In addition, should an MOU such as that owned by the citizens of Denton be required to opt-in, it mitigates the strategic measures that the local citizens have enacted such as requiring more renewable resources from their MOU. PROBLEM Austin Energy's (AE) rate increase has raised the deregulation issue and it is anticipated that legislation will be proposed to deregulate all or a portion of AE. The opt-in discussions concerning AE may be expanded to include all MOUs. For Denton to enter the deregulated market, the additional operating expense would be substantial. The current and additional operating expenses could be spread across a smaller customer base should customers exercise their "power to choose." A reduction in DME's customer base would ensure that its remaining customers would have to absorb the increased costs in the form of higher electric rates. SOLUTION MOUs must preserve the local authority and governing structure to provide affordable electric service and energy portfolio diversity to its ratepayers. Page 13 Preserve Local Control of Denton Municipal Electric The City of Denton will su ort legislation that preserves the authority and governance structure of Municipally Owned Utilities that maintain a diversified energy portfolio. ISSUE During recent sessions of the Texas State Legislature, proposals were sent forth regarding Texas' Renewable Portfolio Standard (RPS) and its proposed soft target for non-wind renewable generation. Restricting the types of generation which would qualify for inclusion in the RPS essentially eliminates the authority of the governing bodies of Municipally Owned Utilities (MOU) to procure renewable energy sources that are financially feasible for the MOU to maintain a diversified energy portfolio. As such, the increased financial burden for the City of Denton would be passed through to Denton Municipal Electric (DME) ratepayers. The City of Denton is a nationally recognized environmental leader because of its continued diversification of DME's energy portfolio. At no additional cost to its ratepayers, DME provides more wind energy per capita than any other city in the United States and offers one of the largest rebates for the installation of renewable energy generation in Texas. The City of Denton and DME recognize the importance of reducing the overall dependence on fossil fuel generation, while, at the same time being fiscally responsible to its citizens and ratepayers. PROBLEM Any legislation that eliminates MOUs' authority to determine and maintain a diversified energy portfolio is fiscally irresponsible to the ratepayers. While some areas are more suited for specific types of renewable generation, not all utility scale generation is appropriate in all locations. For example, the cost of constructing and operating solar energy generation can be prohibitive. While solar costs have declined over recent years, the capital costs, scarcity of land, lack of electric infrastructure, and diminished levels of generation output, as compared to conventional generation, can substantially drive the cost per megawatt-hour of solar energy production upward. It is unrealistic and cost prohibitive for the State of Texas to expect MOUs to provide economically priced electricity to its citizens, while requiring a diversified energy portfolio that includes predetermined amounts of specific renewable sources without funding from the State. SOLUTION MOUs must preserve the local authority and governing structure to provide affordable electric service to its ratepayers. If energy portfolio diversity becomes a requirement, MOUs should have the option to determine which renewable generation source is most suited to each MOU's service area. If a generation requirement is mandated, it should be applied uniformly to investor owned utilities, cooperatives, and MOUs. In addition, the State should supplement local government funding of the construction of utility scale renewable generation to offset the impact to the citizens of Denton, Page 14 GENERAL LEGISLATIVE AGENDA Revenue and Taxation • Support legislation that would improve the appraisal process to ensure equal and uniform application of property taxes. • Oppose legislation that would restrict the ability of cities to impose and collect municipal impact fees from new developments. Land Use and Resources • Support legislation that would provide municipalities the authority to regulate and enforce zoning, building codes, and property maintenance codes within extraterritorial jurisdictions (ETJ). • Support legislation that would address the failure of utility companies to relocate their facilities in a timely manner as required by current law. • Oppose legislation that would reduce a municipality's authority and discretion to approve the creation of a special district within a city's incorporated area or ETJ, including the expansion of a district's boundaries or powers, • Oppose legislation that would erode city annexation authority. • Oppose legislation that would reduce or eliminate development fees, exactions, or building permits. • Oppose legislation that would restrict cities' ability to adopt or amend zoning regulations, vest, or otherwise create a property right in a zoning classification. • Support legislation that would allow local governments to enact ordinances relating to health and safety regulations as applied to gas drilling and production activities. • Support legislation that would allow cities to enact ordinances regulating zoning and development, including but not limited to issues related to Chapter 245 Local Government Code. • Support the preservation of municipal authority to reduce the effects of oil and gas development on city residents. Utilities • Support legislation that preserves Congestion Revenue Rights (PCRRs) assigned to municipal utilities in exchange for supporting the nodal market construct. • Support legislation that preserves the Self Regulation of Municipal Electric Utilities. Support legislation that protects the ability of governmental entities to maintain confidentiality of certain critical documents and activities. • Support legislation that requires market participants and Retail Electric Providers (REPS) to be properly capitalized before they are allowed to participate in the ERCOT market. • Support legislation that requires more stringent credit requirements for the startup of Retail Electric Providers (REPS). • Oppose legislation that requires municipal electric utilities to pay uplifted charges for those ERCOT Retail Electric Providers (REP) that declare bankruptcy or for any other ERCOT short pay charges. • Oppose legislation that would extend electric subsidies provided by municipal utilities to four-year state universities, upper level institutions, Texas state technical colleges, or liberal arts colleges. * Oppose any legislation that will increase ERCOT Fees. • Oppose legislation that provides any further exemptions to the drainage fee. Oppose any legislation that would limit or prohibit a city's ability to make and sell compost/mulch products, inside and outside of the city limits. • Oppose legislation that would impose state "tap fees" or any other type of state charge on municipal water systems. • Support legislation that would raise the exemption amounts for public works projects in the Texas Engineering Practices Act. • Support legislation that clarifies TCEQs sanitary sewer overflow reporting standards. Transportation • Support legislation that would retain limited authority for TxDOT to enter into public- private partnerships on specific projects. • Support legislation that would identify additional transportation revenue to enhance statewide and regional ability to maintain and improve transportation infrastructure, and that would provide metropolitan areas with flexible solutions to solve problems and ensure that areas contributing to transportation solutions will not be penalized with a loss of traditional transportation funding. • Support legislation that would constitutionally protect all revenues in Fund 6 and discontinue the diversion of transportation revenues to non-transportation purposes, and appropriate all revenues from highway user fees and taxes to fund transportation. • Support legislation that would index the motor fuels tax to reduce the decline in purchase power of transportation funding. Page 16 • Support legislation that would increase vehicle registration fees to address transportation funding needs. Support legislation that would enforce existing regulations and penalties of driving requirements (e.g. vehicle registrations, driver licenses, and vehicle insurance). • Oppose legislation that would remove or negate the strictly voluntary nature of highway tumbacks. Oppose legislation that would create a Regional Mobility Authority in the four county area of North Central Texas including Dallas, Denton, Collin and Tarrant Counties for the purpose of administering funds received through revenue sharing agreements. • Support legislation that directly benefits Denton County Transportation Authority, if such proposals do not adversely affect the city's interest. Public Safety • Support legislation that would require 100 percent reimbursement of costs incurred by cities for services provided during emergency evacuation and shelter operations resulting from an emergency evacuation ordered by the governor or the governor's Division of Emergency Management. Oppose legislation that further restricts a city's ability to implement a photographic red light enforcement system to use cameras at traffic lights and impose a civil penalty for running the light. • Oppose legislation that would allow open-carry firearms in municipally-owned facilities. • Oppose legislation that would restrict a city's authority to use license plate readers by law enforcement agencies. General Government • Oppose state preemption of municipal authority in the regulation of payday lenders, unless proposed legislation provides adequate protections from aggressive and harmful lending practices. Support legislation that heightens environmental standards, improves air and water quality and protects the health, safety, and welfare of Texans. • Support legislation that would exempt cities from any federal collective bargaining legislation that may become law in the future. • Support legislation amending Section 11.1825 of the Tax Code by adding that community housing development organizations (CHDOs) must receive an exemption from taxation from any affected municipality prior to receiving a tax exempt status from the local property appraisal district. Page 17 Support legislation that would provide additional state funding for local and regional initiatives related to reducing the number of homeless persons and those at risk of homelessness in our community. • Support legislation that would provide state funding to assist local non-profits in providing adequate and coordinated mental health services throughout Denton County. • Support legislation that would provide funding for Early Childhood Programs, including full-day service pre - kindergarten programs. • Support legislation that directly benefits UNT and/or TW, if such proposals do not adversely affect the city's interest. • Support legislation that directly benefits Denton ISD, if such proposals do not adversely affect the city's interest. Oppose legislation that would further reduce funding to Denton ISD, if such proposals do not adversely affect the city's interest. Page 1 8 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 14 -0836, Version: 1 Agenda Information Sheet DEPARTMENT: Water Utilities ACM: Howard Martin, 349 -8232 Date: December 16, 2014 SUBJECT Consider adoption of an ordinance of the City Council of Denton, Texas authorizing the City Manager to execute a Sewer Main Pro -Rata Reimbursement Agreement by and between the City of Denton, Texas and Peck Construction, LLC for reimbursement of the costs of building a sewer main, through pro -rata charges paid to the City; authorizing the transfer of funds pursuant to the agreement; and providing an effective date. BACKGROUND Mr. Harold Peck due to operational issues with his septic system approached the wastewater department to allow temporary wastewater service to be provided by the Denton County Fresh Water Supply District 47 (DCFWSD 47) for his property located on Hickory Hill Road (DCAD Property ID. 64573), shown in Exhibit 1. The property is located in the City of Denton Wastewater CCN. The closest City of Denton wastewater line is located approximately 9,800 feet from Mr. Peck's property, and it was economically infeasible to tie to the Denton system. DCFWSD 47 has a sewer line off of Hickory Hill Road, approximately 2,900 feet east of Mr. Peck's property. Mr. Peck approached DCFWSD 47 to provide wastewater service on a temporary basis until Denton's wastewater system extends further south and can provide service to his property. This temporary service would be via a proposed 8 -inch gravity sewer main that Mr. Peck would construct, extending from his west property line approximately 3,600 feet east to the aforementioned DCFWSD 47 existing sewer main, as shown in Exhibit 2. DCFWSD 47 agreed to the request from Mr. Peck, and provided written confirmation to Denton wastewater staff indicating concurrence to provide wastewater service to Mr. Peck's property, and in addition allow a maximum 4 -inch residential service tap for each property this sewer line passes to facilitate securing the necessary easements. This was presented to the PUB in the March 28, 2011 meeting (Exhibit 3). The PUB recommended approval of the temporary wastewater service to be provided by DCFWSD 47. The Contractor (Peck Construction, LLC) submitted a detailed cost breakdown for the sewer main. Based upon this breakdown, Staff has calculated the appropriate pro -rata cost per foot for the off -site portion of the main, and has prepared a Sewer Main Pro -Rata Reimbursement Agreement using the standard agreement form. This Agreement will provide Peck Construction, LLC a means of recovering the costs of the off -site sewer main from the off -site properties when they connect or develop. OPTIONS 1. Approve the Pro -Rata Agreement as prepared and submitted by Staff. 2. Reject the Pro -Rata Agreement. City of Denton Page 1 of 2 Printed on 12/12/2014 File #: ID 14 -0836, Version: 1 RECOMMENDATION Staff recommends approval of the Sewer Main Pro -Rata Reimbursement Agreement as prepared and submitted. The Agreement provides a mechanism for Peck Construction, LLC to recover the costs of this off -site main from owners of off -site properties when they connect or develop, and is consistent with the current policies and procedures for these agreements as outlined within the subdivision development code. ESTIMATED SCHEDULE OF PROJECT Construction of the sewer main is complete and the project has been accepted by the City. PRIOR ACTION/REVIEW (Council, Boards, Commissions) March 28, 2011: PUB recommended conditional approval of the temporary wastewater service to be provided by DCFWSD 47. September 22, 2014: PUB recommended approval of the Pro Rata Agreement FISCAL INFORMATION The City has no financial obligation under this Agreement but will be required to collect the pro -rata charges and forward these to Peck Construction, LLC when the off -site properties develop and connect to the sewer main. EXHIBITS 1. Location Map 2. Pro Rata Sewer Map 3. AIS PUB Meeting September 22, 2014 4. Ordinance 5. Sewer Main Pro -Rata Reimbursement Agreement Respectfully submitted: P.S. Arora, P.E. Assistant Director of Wastewater Utilities Prepared by: James B. Jenks, P.E. Senior Engineer, Engineering Development Review City of Denton Page 2 of 2 Printed on 12/12/2014 EXHIBIT I - --------- ---- ............ 0 -- _ -- - ----------------------------- HICKORY CREEK ....................... - - - ---------- HILLTOP -4 rn OLD —ALT'UN---- ------ e c Property --------------- ] l� ----------- .. LL HICKORY HILL .... . .... . 0 0.25 0.5 1 Miles Peck Property Location Map EXHIBIT 2 Pro -Rata Sewer - Peck Property EXHIBIT 3 PUBLIC UTILITIES BOARD AGENDA ITEM #1 AGENDA INFORMATION SHEET AGENDA DATE: September 22, 2014 DEPARTMENT: Utility Administration ACM: Howard Martin, 349 -8232 SUBJECT Consider recommending approval for the adoption of an ordinance of the City Council of Denton, Texas authorizing the City Manager to execute a Sewer Main Pro -Rata Reimbursement Agreement between the City of Denton, Texas and Peck Construction, LLC for reimbursement of the costs of building a sewer main, through pro -rata charges paid to the City; authorizing the transfer of funds pursuant to the agreement; and providing an effective date. BACKGROUND Mr. Harold Peck due to operational issues with his septic system approached the wastewater department to allow temporary wastewater service to be provided by the Denton County Fresh Water Supply District 47 (DCFWSD 47) for his property located on Hickory Hill Road (DCAD Property ID. 64573), shown in Exhibit 1. The property is located in the City of Denton Wastewater CCN. The closest City of Denton wastewater line is located approximately 9,800 feet from Mr. Peck's property, and it was economically infeasible to tie to the Denton system. DCFWSD 47 has a sewer line off of Hickory Hill Road, approximately 2,900 feet east of Mr. Peck's property. Mr. Peck approached DCFWSD 47 to provide wastewater service on a temporary basis until Denton's wastewater system extends further south and can provide service to his property. This temporary service would be via a proposed 8 -inch gravity sewer main that Mr. Peck would construct, extending from his west property line approximately 3,600 feet east to the aforementioned DCFWSD 47 existing sewer main, as shown in Exhibit 2. DCFWSD 47 agreed to the request from Mr. Peck, and provided written confirmation to Denton wastewater staff indicating concurrence to provide wastewater service to Mr. Peck's property, and in addition allow a maximum 4 -inch residential service tap for each property this sewer line passes to facilitate securing the necessary easements. This was presented to the PUB in the March 28, 2011 meeting (Exhibit 3). The PUB recommended approval of the temporary wastewater service to be provided by DCFWSD 47. The Contractor (Peck Construction, LLC) submitted a detailed cost breakdown for the sewer main. Based upon this breakdown, Staff has calculated the appropriate pro -rata cost per foot for the off -site portion of the main (Exhibit 4), and has prepared a Sewer Main Pro -Rata Reimbursement Agreement using the standard agreement form (Exhibit 5). This Agreement will provide Peck Construction, LLC a means of recovering the costs of the off -site sewer main from the off -site properties when they connect or develop. AIS — PUB Agenda Item 41 September 22, 2014 Page 2 of 2 OPTIONS 1. Approve the Pro -Rata Agreement as prepared and submitted by Staff. 2. Reject the Pro -Rata Agreement. RECOMMENDATIONS Staff recommends approval of the Sewer Main Pro -Rata Reimbursement Agreement as prepared and submitted. The Agreement provides a mechanism for Peck Construction, LLC to recover the costs of this off -site main from owners of off -site properties when they connect or develop, and is consistent with the current policies and procedures for these agreements as outlined within the subdivision development code. ESTIMATED SCHEDULE OF PROJECT Construction of the sewer main is complete and the project has been accepted by the City. PRIOR ACTION /REVIEW (COUNCIL, BOARDS, COMMISSIONS) At the March 28, 2011 P.U.B. meeting, the P.U.B. recommended conditional approval of the temporary wastewater service to be provided by DCFWSD 47. FISCAL INFORMATION The City has no financial obligation under this Agreement but will be required to collect the pro - rata charges and forward these to Peck Construction, LLC when the off -site properties develop and connect to the sewer main. EXHIBITS 1. Location Map 2. Pro Rata Sewer Map 3. AIS PUB Meeting March 28, 2011 4. Sewer Main Pro -Rata Cost 5. Sewer Main Pro -Rata Reimbursement Agreement Respectfully submitted: P.S. Arora, P.E. Assistant Director of Wastewater Utilities Prepared by: //Ow t�- 44 James B. Jenks, P.E. Senior Engineer, Engineering Development Review EXHIBIT 4 ORDINANCE NO. 2014- AN ORDINANCE OF THE CITY COUNCIL OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A SEWER MAIN PRO -RATA REIMBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND PECK CONSTRUCTION, LLC FOR REIMBURSEMENT OF THE COSTS OF BUILDING A SEWER MAIN, THROUGH PRO -RATA CHARGES PAID TO THE CITY; AUTHORIZING THE TRANSFER OF FUNDS PURSUANT TO THE AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas requires that the development owned by Peck Construction, LLC ( "Owner "), commonly referred to as that real property commonly known as 2137 E Hickory Hill Rd., Denton, Texas 76226, Denton County, Texas (as more particularly depicted in Exhibit I, attached hereto and incorporated herein by reference) located in the City of Denton, Texas or its extraterritorial jurisdiction; and said Owner is required to provide such real property development with adequate sewer service by designing, constructing, and installing a sewer main; and WHEREAS, the City of Denton, Texas may lawfully reimburse the Owner for the costs of the eight -inch sewer main installation by the Owner based upon pro -rata charges paid to the City of Denton, Texas by persons or entities connecting to the sewer main pursuant to the Denton Development Code, Subchapter 35.21.10.1 and .2; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is authorized to execute a "Sewer Main Pro -Rata Reimbursement Agreement by and between the City of Denton, Texas and Peck Construction, LLC," (the "Agreement ") to provide for the pro -rata reimbursement for the design, construction, and installation of a total of 2,936 linear feet of sewer line, being an 8 -inch diameter sewer main, substantially in the form of the attached Agreement, which is incorporated herewith by reference and made a part of this Ordinance for all purposes; subject however, to Owner, Peck Construction, LLC entering into a Development Contract with the City of Denton, Texas in accordance with the Denton Development Code, Subchapter 35.16.20.B. SECTION 2. The City Manager is hereby authorized to make such expenditures and transfers of funds under such conditions as are set forth in the attached Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY EXHIBIT 5 THE STATE OF TEXAS § COUNTY OF DENTON § SEWER MAIN PRO -RATA REIMBURSEMENT AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND PECK CONSTRUCTION. LLC WHEREAS, Peck Construction, LLC (hereafter "Developer "), whose business address is 2137 East Hickory Hill Road, Argyle, Texas 76226, wishes to develop and improve real property (as shown in Exhibits 1 and 2, attached hereto and incorporated herein by reference) which is located within the extraterritorial jurisdiction of the City of Denton, Texas, and Developer is required to provide such property with adequate sewer service by designing, constructing and installing a sewer main; and WHEREAS, the City of Denton, Texas (hereafter "City "), a Texas municipal corporation, located at 215 East McKinney, Denton, Texas 76201, in accordance with its ordinances may reimburse Developer for the cost of the sewer main installed by the Developer, based upon pro - rata charges paid to the City by persons connecting to the sewer main; NOW, THEREFORE, in consideration of their mutual promises, Developer and City agree as follows: 1. Developer has designed, installed and constructed, 8- inch diameter off -site sewer main and all necessary appurtenances thereto, extending a total distance of approximately 2,936 feet ( "Facilities "), located as shown on Exhibit 2, attached hereto and incorporated herein by reference. This off -site sewer main shall be subject to pro -rata reimbursement in accordance with this Agreement. 2. Prior to beginning construction of the Facilities, Developer shall obtain at Developer's sole cost and expense, all necessary permits, licenses, and easements. If easements are needed, the deeds obtained by Developer shall be reviewed and approved as to form and substance by the City prior to the beginning of construction. If Developer is unable to acquire needed the I easements, then Developer shall provide the City with any requested documentation of efforts to obtain such easements, including without limitation, evidence of negotiations and reasonable offers made to the affected property owners. Any easements for the Facilities obtained by the Developer shall be assigned to City, if not taken in City's name, prior to acceptance of the Facilities; and Developer warrants clear title to such easements and will defend the City against any adverse claim made against such title. 3. The cost for the design, construction, and installation of the Facilities subject to pro -rata reimbursement is: Sewer: 1 $209,509.80 (Developer cost) or $71.36 per linear foot (2,936 linear feet of off -site Facilities) 4. Within thirty (30) days of the acceptance of the Facilities by the City, Developer shall submit to the City's Assistant City Manager of Utilities the actual cost of the Facilities. To determine the actual cost of the Facilities, the City shall have the right to inspect any and all records of Developer, his agents, employees, contractors, or subcontractors and shall have the right to require Developer to submit to any necessary information, documents, invoices, receipts or other records to verify the actual cost of the Facilities. The Assistant City Manager of Utilities shall review and verify the actual cost of the Facilities and certify the allowable reimbursable cost and the date the Facilities were accepted, which certificate shall be attached hereto and be incorporated herein by reference. 5. After title to the Facilities has vested in the City, the City shall collect a pro -rata charge from any person or entity connecting to the off -site facilities in accordance with the provisions of the Code of Ordinances of the City. Within thirty (30) days of the receipt of pro -rata charges, the City shall transfer the applicable amount collected to Developer. 6. The City shall transfer to Developer pro -rata charges collected for a period of time for twenty (20) years only, from the date Facilities are accepted by City, as specified herein, but the City shall not transfer or reimburse to the Developer an amount of funds in excess of the certified cost of the Facilities. 7. The pro -rata charges to be collected by the City and transferred to Developer in accordance with the ordinances of the City and this Agreement are intended to reimburse the Developer for the Developer's cost of the Facilities by requiring persons or entities connecting who benefit thereby, to participate in the cost of the Facilities. This Agreement shall not be considered to impose any obligation or liability upon the City to pay for the Facilities from its general revenues, bond funds or any other revenues it may receive, except for those pro -rata funds received from persons or entities connecting to such Facilities. 8. Should any court of competent jurisdiction determine that all or a part of the City's ordinances upon which the pro -rata charges to be paid to Developer under this Agreement are based are found to be unlawful or invalid, the City may cease to charge or collect the pro -rata charges for connection to the Facilities, and shall have no further obligations hereunder. 9. All notices, payments or communications to be given or made pursuant to this Agreement by the parties hereto, shall be sent to Developer at the business address given above and to the Assistant City Manager of Utilities for the City at the address given above. 10. The Developer shall indemnify and hold the City harmless from any and all claims, damages, loss or liability of any kind whatsoever, by reason of injury to property or person occasioned by any act or omission, neglect or wrongdoing of Developer, its PJ officers, agents, employees, invitees, contractors or other persons with regard to the performance of this Agreement; and Developer will, at its own cost and expense, defend and protect the City against any and all such claims and demands. 11. This instrument embodies the whole agreement of the parties hereto, and there are no promises, terms, conditions or obligations other than those contained herein. This Agreement shall supersede all previous communications, representations or agreements, either verbal or written, between the parties hereto. 12. Developer shall not assign this Agreement without the express written consent of the City. 13. Any and all suits for any breach of this Agreement or any other suit pertaining to or arising out of this Agreement, shall be brought and maintained in the court of competent jurisdiction in Denton County, Texas. 14. This Agreement shall be effective for a period of twenty (20) years from the date Facilities are accepted by the City, or until Developer has been paid all allowable reimbursable pro -rata charges for the Facilities, whichever occurs first; provided, however, should Developer fail to complete substantial construction of the Facilities within one year from the date of execution of this Agreement, this Agreement shall terminate. EXECUTED this the day of 12014. "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation itz ATTESTED BY: JENNIFER WALTERS, CITY SECRETARY ma 9 GEORGE C. CAMPBELL CITY MANAGER APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY WE ATTEST: ma APPROVED AS TO LEGAL FORM: : "DEVELOPER" PECK CONSTRUCTION, LLC rd Its City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 14 -0846, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consider approval of the minutes of October 21, 2014 and October 28, 2014. City of Denton Page 1 of 1 Printed on 12/12/2014 CITY OF DENTON CITY COUNCIL MINUTES October 21, 2014 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, October 21, 2014 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tern Engelbrecht, Council Member Gregory, Council Member Hawkins, Council Member Johnson, Council Member Roden, Council Member Ryan, and Mayor Watts. ABSENT: None. 1. Citizen Comments on Consent Agenda Items There were no citizen comments on consent agenda items. 2. Requests for clarification of agenda items listed on the agenda for October 21, 2014. Council Member Gregory asked on Consent item C how wide Corbin Road was. Mark Nelson, Director of Transportation, stated that it was a minimum of thirty feet wide. Gregory also asked about Consent Item E and the upsize of the water line and asked how the City was reimbursed for those costs. Jim Coulter, Director of Water and Wastewater, stated that it was an investment that the water utility made in a line for future development in the area. As customers came online and paid impact fees then the costs were recovered through that process. Gregory also asked about Consent Item I regarding the engineering services for the bridges for the pedestrian and bike trails and asked if the money was from a grant that we had received. John Cabrales, Assistant City Manager, stated that the City had received a large grant from TxDOT that would help with the walkable trail project headed north towards Northpointe Park by UNT Discovery Park across Elm Street by the new Animal Services building and the Roland Vela complex which would connect to the trail system at North Lakes Park. Council Member Hawkins asked about Consent Item A if there was ever any danger of starting work, issuing the COs later and never finishing the project. Chuck Springer, Director of Fiscal and Municipal Services, stated that historically that had never occurred but there was the possibility. He stated that with Certificates of Obligation there was a notice of intent and a period where a petition could be given to the City Council that would require a vote. 3. Work Session Reports A. ID 14 -0652 Receive a report, hold a discussion and give staff direction regarding a proposed convention center. City of Denton City Council Minutes October 21, 2014 Page 2 Jon Fortune, Assistant City Manager, stated that he would provide a quick update and that James Maguire, Vice Chancellor of Facilities from UNT, was here to answer some of the questions the Council had at a previous meeting. He stated that at the last meeting there was a discussion regarding the overall budget of the project that included some elements of the project that included the foundation and the roof that the City preferred. There was also a discussion about whether the school district's participation in the TIRZ would make a difference in the overall project moving forward. He stated that Council had specifically directed staff to visit with O'Reilly Hospitality Management to determine if OHM still had an interest in the project if the County and School District did not participate in the TIRZ and whether or not they would support the higher budget that had been discussed. Tim O'Reilly had indicated to him that they would be interested in moving forward with the project under those conditions. O'Reilly indicated that he would be sending something in writing to the City. Fortune stated that the element that was outstanding was whether the City was interested in advancing some of the design funding to keep the project on track; that was $72,000 that would help the City get to a position where by the end of the year they could have a building permit for the grading and slab issue. He stated that he wanted to be sure that when the City Council issued the bonds to pay for the project, construction costs were set. James Maguire, Vice Chancellor of Facilities, Planning and Construction for the UNT System, asked if the Council had any questions. Council Member Roden asked about the possible re- development of the area around the Sack & Save location. He asked what UNT's vision was for that area. Maguire stated that with respect to the hotel/convention center project, UNT felt it was a great amenity for the City and the campus. With respect to the area around Avenue C where Sack & Save was, UNT hoped it would be re- developed, probably with the widening of I -35 there would be re- development. That area was in the campus master plan as a redeveloped area and a gateway to the campus. The university did not have specific plans or resources available to do that development. The university was open to collaboration in that vicinity to see public /private partnerships or mixed -use developments as a gateway to the campus. Council Member Ryan asked if the university had approved the drawings of the hotel/convention center project. Maguire stated that with respect to the size of the facility, the size of the convention center was important to UNT and the ability to have that kind of facility available for the university to have access to was important to the university. With respect to the design, they had been actively involved with the discussions and while they had not issued the final approval, he believed the materials and overall design of the convention center was consistent with the directives with respect to architectural designs that were in the UNT master plan. Council Member Engelbrecht asked if the university had plans to develop Walt Parker Drive down to Bonnie Brae. City of Denton City Council Minutes October 21, 2014 Page 3 Maguire stated that the university master plan showed a private driveway on the campus that connected to the parking lot on the east side of the stadium and then south to Bonnie Brae. Engelbrecht stated that was an important element in the whole process to keep traffic out of the neighborhood. He asked what his thoughts were in terms of timing for that and whether the university would allow the convention center and /or hotel to use that as a means of ingress and egress. Maguire stated that as part of the development agreement, the university had guaranteed all the required access to the convention center site. Engelbrecht stated that what had been guaranteed was the front access. Maguire stated that to his knowledge the access at the back of the property had not been part of the discussions. Engelbrecht wanted to hear about what their timing was and the ability to use Walt Parker Drive to get traffic in and out. Maguire stated that he would have to bring that information back to the Council. Watts asked staff to look at what would be involved in making Walt Parker Drive a public thoroughfare. Fortune stated that at the last Council meeting they had asked that the project be put on hold until O'Reilly had responded. He asked the Council for direction on whether they could move forward with amending the professional services agreement for the design for enhanced drawings in the amount of $75,000. He stated that staff could bring the necessary pieces to move forward to the November 11 meeting. Fortune stated that he did not want to be in a position of recommending Council pass a bond ordinance without knowing that the project could move forward. Council discussed different aspects of the project and raised questions about moving forward with the project. The Council wanted to see in writing O'Reilly's commitment to go ahead without the tax breaks and the agreement to the new financing cost. Some of the Council wanted to see O'Reilly's loan commitment documents before moving ahead with the deal. Several Council members wanted to see an updated performa that more accurately reflected the deal that they were suppose to see at the end. Some of the Council wanted to see a new master development agreement before the project moved forward. Council directed staff to bring back the instrument that would authorize the additional design work along with the additional information that they had requested tonight and at that point they would decide whether they wanted to move forward with the project. Fortune stated that he would try to bring the information back to Council for the meeting next week, however, he would not have the new master development agreement ready until November 11. B. ID 14 -0679 Receive a report from the Denton County Health Department, hold a discussion and give staff direction regarding Ebola education and preparedness measures in the City of Denton and Denton County. City of Denton City Council Minutes October 21, 2014 Page 4 Mike Penaluna, Emergency Management Coordinator, introduced Matt Richardson, Health Director with the Denton County Health Department, who presented an update on the Ebola Response. He stated that Ebola was a disease caused by the Ebola virus that could lead to severe and often fatal disease in humans. He stated that signs and symptoms included fever, severe headache, muscle pain, diarrhea, vomiting, abdominal pain, unexplained bleeding or bruising. The virus was spread by direct contact with blood and body fluids of a person who was infected with Ebola and had symptoms or who had died from Ebola. Sierra Leone, Liberia, and Guinea were the countries that currently had Ebola outbreaks. Richardson stated that the Ebola patient that died at the Dallas hospital was the first U.S. case of Ebola. He stated that Denton County was prepared to handle Ebola cases. The Texas State Department of Health Services had provided guidance and procedures for 911 call takers, EMS practices on possible Ebola exposure patients, and hospital and emergency treatment practices for transport of Ebola patients. The Denton Fire Department was prepared to respond as the emergency medical provider to transport a suspected patient or as a hazardous materials team to assist a hospital or other agency in containment of a scene. They had reviewed their operating procedures and treatment protocols for dealing with infectious diseases and found them consistent with the recommendations from the Center for Disease Control. Additional quantities of cleaning solution and personal protective equipment had been ordered to supplement current stock. Extra screening procedures had been implemented for the 911 call takers to ask of any medical patients. All fire operations personnel had gone through training on signs and symptoms of Ebola infections. Fire command staff had met with Denton County Health Department and Denton County Emergency Services to review CDC guidance for Ebola and determine best practices for Denton County EMS providers. He stated that it was important to remember that Ebola was not spread through the air or by water. Ebola was spread by direct contact with bodily fluids of a person who was sick with or had died with Ebola, objects contaminated with the virus or infected animals. C. ID 14 -0640 Receive a report, hold a discussion, and give staff direction regarding innovation districts and a technology recruitment initiative for Denton. Aimee Bissett, Director of Economic Development, stated that she would give the Council an update on a program called CoDenton. The CoDenton program was a community- driven demand and request from the community to provide a program that was non - existent in Denton. This program supported hi -tech and emerging technology companies in creating them here as well as recruiting existing companies here. There was a component of the program that supported a co- working space with a business incubator. The intent was to create high -wage, knowledge -based jobs to keep our educated workforce in Denton. This program received funding in the 2014 -15 budget. Bissett stated that there were two pieces to this program. The first was entrepreneurship which involved growing new businesses in Denton and utilizing a co- working space as a "hub" for that. It also involved programs and events that supported entrepreneurs and new startups and businesses. She stated that they would talk about having the potential to have a third party operator come in and facilitate that program. City of Denton City Council Minutes October 21, 2014 Page 5 The other piece of this program was recruitment and it was based on what they knew about technology companies, which is that they made their site selection decisions very differently than a manufacturer or a capital- intensive company. These companies tended to be more human capital- intensive with high - paying jobs and high annual payroll, but their site location decision was based on where they could find employees and where their employees wanted to live. They found that Denton was a natural draw for these types of companies because Denton offered an amenitized community that was specifically attractive to a younger workforce. Bissett introduced some of the collaboration and potential partners that they had been talking with. From a technology infrastructure standpoint, the availability of fiber and wife and other cutting -edge technology to be able to operate a company was sometimes an afterthought. They were trying to engage potential partners on the front -end to avoid that. They were also looking at education and workforce partnerships. The UNT Innovation Greenhouse had been a core part of the steering committee that has been planning this program. That was their incubator program for starting new businesses for students. They had also been talking with UNT's Discovery Park because there was a research element to this project. They had also been engaged with Denton ISD throughout the process. Bissett stated that they had also been talking with nonprofit and investment partners including Techmill; the Dallas Entrepreneur Center; Hub and Spoke was a new startup in Denton that provided business support for people who were interested in starting a business that was specifically a social enterprise, a business idea that helped the world in some way. There was also a real estate and development piece. Bissett stated co- working spaces were a daily or monthly desk rental or an office rental. A business incubator /accelerator component was a program that was used to launch or scale new startup businesses. She stated that there were events that take place in the space from mentoring, guest lectures, and hackathons. There was also an investment component - recruiting /matching venture capital or angel funding. There were different operating models — investment -based space vs. nonprofit/community- based. Bissett stated that they had a proposal from the DEC (Dallas Entrepreneur Center), to be the third party operator in the space. They had hosted over 100 events in a year. They had 50 companies operating in their space with 120 people fulltime. They had launched multiple programs. Their proposal was to operate the CoDenton space. Ten percent of the revenue would be contributed back to host events and build culture. They would share the cost of marketing, hire a staff member (City, DEC). TechMill was a local grassroots effort. They had existing co- working space in Denton already. General consensus of Council was that they supported the partnerships proposed in the program. Council requested additional information on the research phase of the program and more information about the operating model and the third party operator discussed for the co- working space. Following the completion of the Work Session, the City Council convened in a Closed Meeting at 4:25 p.m. to consider the following. City of Denton City Council Minutes October 21, 2014 Page 6 1. Closed Meeting: A. ID 14 -0620 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; and Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the Morreau Forrest Survey, Abstract Number 417, Denton County, Texas, located generally in the 200 block of North Mayhill Road, in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and 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 proceedings or potential litigation. ( Mayhill Road Widening and Improvements Project: Parcel M085 - CCBV, LLC) [ID 14 -0621] B. ID 14 -0623 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition of real property interests in the in the J. Haney Survey, Abstract No. 515, City of Denton, Denton County, Texas, generally located east of Masch Branch Road and south of FM 1173. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. ( Masch Branch Substation, DME) [File ID 14 -0624] C. ID 14 -0625 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding the site selection process for the DME Hickory substation and the potential acquisition of real property interests. Consultation with the City's attorneys regarding legal issues associated with the condemnation or acquisition of the real property interests 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. D. ID 14 -0641 Consultation with Attorneys - Under Texas Government Code Section 551.071; Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087; and Deliberations regarding Real Property - Under City of Denton City Council Minutes October 21, 2014 Page 7 Texas Government Code Section 551.072. Receive a report and hold a discussion regarding an economic development incentive agreement for a catalyst project, and a lease of real property where a deliberation in an open meeting would have a detrimental effect on the position of the governing body in negotiations with a third party. This discussion shall include commercial and financial information the City Council has received from the developer which the City 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 and lease negotiations; including the offer of financial or other incentive. Hold consultation with the City's attorneys regarding the above where 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 Local Government Code. E. ID 14 -0565 Consultation with Attorneys - Under Texas Government Code Section 551.071. 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 vested rights; impacts of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance; settlement matters concerning gas well drilling in the City; surface development issues involving surface and mineral estates; and legal matters associated with a citizen's initiative regarding hydraulic fracturing where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U.S. and Texas flags. 2. PROCLAMATIONS /PRESENTATIONS A. ID 14 -0445 Pulmonary Hypertension Awareness Month Mayor Watts presented the proclamation for Pulmonary Hypertension Awareness Month. B. ID 14 -0575 Distinguished Budget Presentation Award for FY 2013 -14 Budget City of Denton City Council Minutes October 21, 2014 Page 8 Chuck Springer, Director of Fiscal and Municipal Services, presented the award to the Budget staff. C. ID 14 -0577 Certificate of Achievement for Excellence in Financial Reporting for FY 2012 -13 CAFR Chuck Springer, Director of Fiscal and Municipal Services, presented the certificate to the Accounting staff. D. ID 14 -0618 Presentation by Denton High School regarding the donation of a park bench to the City The Denton High School shop class presented a park bench to the City. E. ID 14 -0619 Mean Green Fridays Mayor Watts presented the proclamation for Mean Green Fridays. F. ID 14 -0675 Reverse Litter Week Mayor Watts presented the proclamation for Reverse Litter Week. 3. CITIZEN REPORTS A. ID 14 -0671 Ed Prout regarding noise concerns in the downtown area. Mr. Prout stated that he and his wife owned Melrose Apartments located at 211 and 215 E. Oak Street and expressed concerns regarding a proposed open air outdoor music amphitheater and restaurant on E. Hickory Street. 4. CONSENT AGENDA Council Member Hawkins motioned, Council Member Gregory seconded to approve the Consent Agenda and accompanying ordinances and resolutions. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Ordinance No. 2014 -325 A. ID 14 -0578 Consider adoption of an ordinance of the City of Denton, Texas to declare the intent to reimburse capital program expenditures of the Electric Utility ($67,925,000), Solid Waste ($6,289,500), Street Improvement ($600,000) and General Government ($6,800,000) with Tax Preferred Obligations (Certificates of Obligation) with an aggregate maximum principal amount equal to $81,614,500; and providing an effective date. The Public Utilities Board recommends approval (5 -0). City of Denton City Council Minutes October 21, 2014 Page 9 Ordinance No. 2014 -326 B. ID 14 -0580 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on both sides of Jim Christal Road from its intersection with West Oak Street to its eastern terminus; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an effective date. The Traffic Safety Commission recommends approval (4 -0). Ordinance No. 2014 -327 C. ID 14 -0581 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on the west side of Corbin Road from its intersection with Airport Road to its intersection with Shelby Lane; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton; and providing for an effective date. The Traffic Safety Commission recommends approval (4 -0). Ordinance No. 2014 -328 D. ID 14 -0608 Consider adoption of an ordinance of the City of Denton, Texas, Nunc Pro Tunc, correcting an inadvertent mistake in Ordinance No. 2014 -287 for water service rates; providing for a savings clause; and providing for an effective date. Ordinance No. 2014 -329 E. ID 14 -0628 Consider adoption of an ordinance approving a water line oversize participation agreement between the City of Denton and Robson Denton Development L.P., for an amount not to exceed $89,995.32. Ordinance No. 2014 -330 F. ID 14 -0629 Consider adoption of an ordinance authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of two (2) backhoes and one (1) dozer for the City of Denton Drainage, Water Distribution, and Street Departments; and providing an effective date (File 5662 awarded to Holt CAT in the amount of $326,336.04). The Public Utilities Board recommends approval (5 -0). Ordinance No. 2014 -331 G. ID 14 -0630 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract with the Houston - Galveston Area Council of Governments (H -GAC) Cooperative Purchasing Program for the acquisition of three (3) Asphalt Rollers for the City of Denton Street Department; and providing an effective date (File 5665- awarded to Kirby -Smith Machinery, Inc. in the amount of $296,870). Ordinance No. 2014 -332 H. ID 14 -0631 Consider adoption of an ordinance authorizing the City Manager to execute a Cooperative Purchasing Program Agreement with the City of Sherman, Texas under Section 271.102 of the Local Government Code, to authorize City of Denton contracts for City of Denton City Council Minutes October 21, 2014 Page 10 the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5661- Cooperative Purchasing Program Agreement with the City of Sherman). Ordinance No. 2014 -333 L ID 14 -0632 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Services Agreement by and between the City of Denton, Texas and Dunaway Associates, L.P., for design services for the Evers Park Bridge and Trail Project which includes the installation of two (2) pedestrian bridges across Cooper Creek and the extension of Cooper Creek Trail; authorizing the expenditure of funds therefor; and providing an effective date (File 5658 in the amount not -to- exceed $190,000). Ordinance No. 2014 -334 J. ID 14 -0633 Consider adoption of an ordinance of the City of Denton Texas, authorizing the City Manager to execute the "Third Amendment to Professional Services Agreement" for further engineering services to be utilized in the preparation, development and submittal of a Texas Commission on Environmental Quality (TCEQ) permit application for lateral expansion and associated services pertaining to the City of Denton Landfill (Municipal Solid Waste (MSW) Permit 41590A); authorizing the expenditure of additional funds therefor in an amount not -to- exceed $248,250; providing an effective date (File 4683 -CP &Y, Inc. aggregating an amount not -to- exceed $1,340,530). The Public Utilities Board recommends approval (5 -0). Ordinance No. 2014 -335 K. ID 14 -0634 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the supply of Soil, Sand, Limestone, and Aggregate Rock for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (RFP 5634- awarded to multiple vendors as shown on Exhibit A in the three (3) year not -to- exceed amount of $3,900,000). Ordinance No. 2014 -336 L. ID 14 -0635 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for temporary labor services for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (RFP 5556- awarded to Labor Finders in the three (3) year not -to- exceed amount of $1,400,000). Ordinance No. 2014 -337 M.ID 14 -0636 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of one (1) dozer, one (1) water truck, one (1) excavator and one (1) dump truck for the City of Denton Landfill.; providing for the expenditure of funds therefor; and providing an effective date (RFP 5359- awarded to Kirby -Smith Machinery, Inc. in the amount of $1,949,256). The Public Utilities Board recommends approval (5 -0). City of Denton City Council Minutes October 21, 2014 Page 11 Ordinance No. 2014 -338 N. ID 14 -0637 Consider adoption of an ordinance authorizing the City Manager or his designee to execute a purchase order through the Buy Board Cooperative Purchasing Network for the acquisition of a Cold Recycler and Soil Stabilizer Machine for the City of Denton Street Department; and providing an effective date (File 5650 awarded to Kirby -Smith Machinery, Inc. in the amount of $531,378). Resolution No. R2014 -040 O. ID 14 -0639 Consider approval of a resolution appointing members to the Board of Directors of the North Texas Higher Education Authority and declaring an effective date. Ordinance No. 2014 -339 P. A14 -000ld Consider adoption of an ordinance on second reading of the City of Denton, Texas regarding the annexation of 40.33 acres of land, more or less, generally located on the west side of Cooper Creek Road, approximately 800 feet south of Silver Dome Road, and approximately 1,800 feet north of Mingo Road, more specifically described in Exhibits "A" and "B "; approving a service plan for the subject property and temporarily placing the property in the Rural Residential - 5 (RD -5) zoning district; providing for an update to the City Map to include the annexed lands; providing for a savings clause and effective date. (A14 -0001) Approved the minutes listed below. Q. ID 14 -0673 Consider approval of the minutes of. August 5, 2014 August 12, 2014 5. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS Ordinance No. 2014 -340 A. ID 14 -0621 Consider adoption of an ordinance finding that a public use and necessity exists to acquire through the exercise of the right of eminent domain, fee simple to a 0.535 acre tract (the "Property Interests "), for the public use of expanding and improving Mayhill Road, a municipal street and roadway; generally located in the 200 block of North Mayhill Road, the affected tract located in the Morreau Forrest Survey, Abstract No. 417, City of Denton, Denton County, Texas, as more particularly described on "Exhibit "A ", attached to the ordinance and made a part thereof, 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. (Mayhill Road Widening and Improvements project: Parcel M085 - CCBV, LLC) LuAnne Oldham, Real Estate Specialist, stated that acquisition of this property was necessary for the Mayhill Road Widening and Improvements Project. Negotiations with the affected property owner the land rights had reached an impasse. Council Member Johnson motioned "I move that the City of Denton, Texas authorize the use of the power of eminent domain to acquire fee simple to a 0.535 acre tract, for the public use of expanding and improving Mayhill Road, a municipal street and roadway; generally located in the City of Denton City Council Minutes October 21, 2014 Page 12 200 block of North Mayhill Road, affected tract located in the Morreau Forrest Survey, Abstract No. 417, 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 ". Council Member Engelbrecht seconded the motion. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Real property description is attached as Exhibit 1 to the minutes. Ordinance No. 2014 -341 B. ID 14 -0624 Consider adoption of an ordinance finding that a public use and necessity exists to acquire fee simple title to a 15.037 acre tract located in the J. Haney Survey, Abstract No. 515, City of Denton, Denton County, Texas, as more particularly described and depicted on the Exhibits "A" and "B" attachments to the ordinance and located generally south of FM 1173, east of Masch Branch Road ( "Property Interests "), for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines, facilities, and structures, including substations and switch stations; authorizing the City Manager, or his designee, to make a final offer to McKee -Krum Properties, LLC, a Texas limited liability company ( "Owner ") to purchase the Property Interests for the price of one hundred eighty -seven thousand, nine hundred sixty -three and 00 /100 dollars ($187,963.00), and other consideration, as set forth in the Contract of Sale attached as Exhibit 'C" to the ordinance; authorizing the filing of eminent domain proceedings to acquire the Property Interests if the final offer is not accepted; authorizing the expenditure of funds; and providing an effective date. Phil Williams, General Manager of Denton Municipal Electric, stated that this piece of property was for a proposed Masch Branch substation located to the south of F.M. 1173 and east of Masch Branch Road through the use of eminent domain. Mayor Pro Tem Engelbrecht motioned "I move that the City Manager, or his designee, is authorized to make a written final offer to the Owner, any and all of Owner's successors in Interests to the Property Interests, or any other parties who may own any Interests in the Property Interests to purchase a 15.037 acre tract, located in the J. Haney Survey, Abstract No. 515, City of Denton, Denton County, Texas, and located generally south of FM 1173, east of Masch Branch Road, ( "the Property Interests "), as more particularly described on "Exhibits "A" and "B ", to the ordinance now under consideration and on the overhead screen being now displayed to the audience for the public use for the expansion, construction, maintenance, operation, and improvement of the City's electric transmission and distribution lines, facilities, and structures, including substations and switch stations, and (2), if the terms of the written final offer are not agreed to by the owner, any and all of owner's successors and interest to the property interests or any other parties who may own an interest in the property interests to then use the power of eminent domain to acquire fee simple title to the Property Interests." Council Member Hawkins seconded the motion. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. City of Denton City Council Minutes October 21, 2014 Page 13 Real property description is attached as Exhibit 2 to the minutes. 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 14 -0674 Consider nominations /appointments to the City's Boards and Commissions: Health & Building Standards Commission, Human Services Advisory Committee, Library Board, and Traffic Safety Commission. The Council did not make any nominations. 7. PUBLIC HEARINGS Ordinance No. 2014 -342 A. Z14-0006 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, providing for approval of a detailed plan for 1.37 acres located within Planned Development 12 (PD -12) zoning district; generally located on the North side of Winston Drive, approximately 139 feet East of the intersection of Winston Drive and Waterford Way, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission recommends approval of this request (7 -0). Brian Lockley, Director of Planning and Development, stated that this request was for approval of a detailed plan for 1.37 acres located within a Planned Development 12 zoning district. The property was located on the north side of Winston Drive approximately 139 feet east of the corner of Waterford Way and Winston Drive. A portion of the site was located within the City of Corinth. The applicant planned to submit an application for a boundary adjustment to move the city limit line to the south, so that the entire site would be located with the Denton city limits. Staff sent out notifications and received one response that was neutral. The Planning and Zoning Commission recommended approval with staff s condition. The condition was that the detailed plan included should be considered the binding site plan. Any modifications to the lot layout, density, or traffic patterns would constitute a major modification to this approval and would require a review and approval by the Planning and Zoning Commission. The Mayor opened the public hearing. Greg Edwards, representing the applicant, spoke in support. The Mayor closed the public hearing. Council Member Johnson motioned, Council Member Hawkins seconded to adopt the ordinance with the recommended condition. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Ordinance No. 2014 -343 B. Z14 -0015 Hold a public hearing and consider adoption of an ordinance of the City of City of Denton City Council Minutes October 21, 2014 Page 14 Denton, Texas regarding a rezoning from a Neighborhood Residential 3 (NR -3) zoning district and use classification to a Neighborhood Residential 6 (NR -6) zoning district and use classification on approximately 16.03 acres of land generally located north of East University Drive and south of Foxcroft Circle, between Nottingham drive and Old North Road; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. (Z14-0015). The Planning and Zoning Commission recommended approval of this request (6 -1). Brian Lockley, Director of Planning and Development, stated that this was a request for rezoning from NR -3 to NR -6. The property was located north of University and south of Foxcroft Circle between Nottingham Drive and Old North Road. The site was currently developed with one single family residence. Staff sent out notifications and received 12 responses in opposition and three neutral responses. The Planning and Zoning Commission recommended approval of the rezoning request subject to conditions (6 -1). Conditions were single - family attached dwellings should not be a permitted use and duplexes should not be a permitted use. The Development Review Committee recommended approval of this request. Lockley stated that this zoning change would increase the allowed density on the site from 3.5 dwelling units per acre to 6 dwelling units per acre. The applicant was proposing a single - family residential subdivision similar in appearance to the adjacent Old North Park subdivision. Adjacent land uses included: The Northwood Subdivision was developed at three dwelling units per acre. The Nottingham Woods Subdivision to the west was developed at two dwelling units per acre. Old North Park was developed at six dwelling units per acre. The property to the south was zoned NRMU and that allowed for a maximum of 12 dwelling units per acre as well as additional commercial and institutional uses. There was also CM -G which allowed multi - family development with limitations and additional commercial uses. Lockley stated that per the Denton Development Code, a zoning amendment should be issued only when the following standards were met. The proposed rezoning conformed to the Future Land Use Element of the Denton Plan. The proposed rezoning provided a buffer between the low - density neighborhoods to the north and west and any future denser residential and commercial development to the south. The proposed rezoning facilitated the adequate provision of transportation, water, sewer, schools, parks, other public requirements and public convenience. Engineering, Parks, Fire and Denton ISD had reviewed the proposed rezoning and found that there was adequate capacity. Council Member Gregory asked about the width of the road. Earl Escobar, Engineering Development Review Manager, stated that the street requirements were 28 feet wide. The Mayor opened the public hearing. Thomas Fletcher, applicant, spoke in support of the rezoning. He stated that they had submitted their preliminary plat and they had gone through all DRC comments and all comments had been addressed. There were a lot of mature trees that they were proposing to keep. Mary Ann Baker, 2312 Foxcroft Circle, expressed concerns about traffic being dispersed off Northcrest onto Foxcroft and concerns about drainage. City of Denton City Council Minutes October 21, 2014 Page 15 Thomas White, 2202 Foxcroft Circle, expressed concerns that the change in zoning changed the design of what was originally there. The Mayor closed the public hearing. Council Member Roden had concerns regarding the drainage for the project. Escobar stated that this development would have an underground drainage system. They would collect the water from the street through curb inlets and underground storm piping. That storm pipe would discharge into the detention facility that was proposed on the north side and that detention facility would have a pipe system that would connect to the underground storm system that was stubbed out by the development to the north. The street flow to the north should be limited to the back of the residential lots. The Council also discussed the density, parking and tree preservation. Council Member Hawkins motioned, Council Member Ryan seconded to adopt the ordinance with conditions. On roll call vote, Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", and Council Member Ryan "aye ". Mayor Pro Tem Engelbrecht "nay ", Council Member Gregory "nay ", and Mayor Watts "nay ". Motion carried 4 -3. 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting under Sections 551.071 - 551.086 of the Texas Open Meetings Act. Council Member Hawkins stated that the Day of the Dead Festival was in Downtown Denton on Saturday. Council Member Roden stated the Neighborhood Empowerment Summit was Saturday. The Halloween Festival was at MLK on Saturday. Council Member Engelbrecht requested that staff present a report covering a report from the Washington consultants. City of Denton City Council Minutes October 21, 2014 Page 16 Mayor Watts stated that on October 23 there would be a Community Day at Evers Elementary from 5 -7 p.m. With no further business, the meeting was adjourned at 8:23 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES October 28, 2014 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, October 28, 2014 at 11:30 a.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tern Engelbrecht, Council Member Hawkins, Council Member Johnson, Council Member Roden, Council Member Ryan, and Mayor Watts. ABSENT: Council Member Gregory. The Council convened in Closed Meeting to consider the items listed below: 1. Closed Meeting: A. ID 14 -0677 Consultation with Attorneys - Under Texas Government Code, Section 551.071. 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 vested rights; impacts of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice- versa; moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance; settlement matters concerning gas well drilling in the City; surface development issues involving surface and mineral estates; and legal matters associated with a citizen's initiative regarding hydraulic fracturing where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. B. ID 14 -0714 Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consult with and provide direction to the City's attorneys regarding legal issues associated with the Denton Development Code, Subchapter 15, relating to Signs and Advertising Devices where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. Following the completion of the Closed Meeting, the City Council convened in a Work Session to consider the items listed below. 2. Work Session Reports A. ID 14 -0715 Receive a report, hold a discussion, and provide staff with direction regarding the Denton Development Code, Subchapter 15, relating to Signs and Advertising Devices and possible amendments thereto. Brian Lockley, Director of Planning and Development, stated that this item was an update to signs and advertising devices in the Denton Development Code. He reviewed current requirements and exemptions and provided the definition of a wind device sign. A permit for a City of Denton City Council Minutes October 28, 2014 Page 2 wind device was valid for 30 consecutive days with not more than 3 permits in a calendar year. An identification tag was issued by the Building Official and was attached to the device. Provisions of this section did not apply to the Texas or U. S. flags. He presented the language in the Code for exempted flags and information concerning the nature of codification of Customs and Rules for the U.S. Flag Code. The Flag Code was declaratory and advisory and did not prescribe conduct. Mayor Watts stated that he assumed the Flower Mound code regulated the display of the American flag and questioned if it was advisory in nature or had an associated penalty. Lockley stated that he did not know all of the details of their code at this time. The U.S. Flag Code also provided provisions for time and occasion for display. He provided pictures of various wind devices in the community. It was felt that any more than three flags went beyond patriotism and went into commercialism. Staff had research various area cities and how they addressed this particular issue. Staff was requesting direction to Subchapter 15 - Signs and wind devices. Council Member Roden stated that the news media had presented Denton as out of the ordinary in regards to regulations but he had found similar regulations in many other cities. The purpose of regulation was about aesthetics and how the streetscape looked and not making a statement of patriotism. Mayor Watts stated that the pictures showed a couple of different businesses displaying more than one American flag in both photos from 10/7/14. He questioned if they had applied for wind permits for those devices and if not, had they been given a warning. Lancine Bentley, Code Enforcement Division Manager, stated that there were four other locations besides the Dallas Drive location that had multiple flags on display. The other three locations had removed the extra flags. Council Member Hawkins asked if there was an exception for national holidays. Lockley stated that it had been discussed internally but nothing in the ordinance at this point. Council Member Hawkins asked about the Rotary flag program which put out more than the allotted amount. Lockley stated that was an exception that applied during those types of holidays. Council Member Ryan asked how the provisions applied to multi - family properties or properties with multiple tenant buildings. Lockley stated that it was based on the premise and not on the use. Council Member Engelbrecht assumed it would not be a problem to rewrite the code to allow for exceptions for patriotic holidays. Lockley stated that could be done. City of Denton City Council Minutes October 28, 2014 Page 3 Council Member Engelbrecht asked about the businesses that took the flags down and whether there were other situations where the flags exceeded the allotted amount and were taken down. Bentley stated that this was the first time there had been so many out at one time with complaints on them. There were not that many cases. Council Member Roden stated asked if the sign ordinance had different standards in different parts of town. Lockley stated that commercial uses looked at the type of uses permitted. Council Member Roden suggested a concept of a different aesthetic concept for an overlay area. Take out of the patriotic concept and get into aesthetics. Dallas Drive was in his district and flags on it were the least of his concern. There were many other areas of concern in that location. Lockley stated that there could be signage related to underlying zoning which allowed for different square footages based on types of sign. Different locations would have different standards for signs. Council Member Roden stated that the ordinance could not specify one or two businesses and as policy makers it needed to be universalized. Whatever was done needed to be done across the board. Mayor Watts felt that with the current issue, if the flags were advertising for the business they would not be having this discussion. The actual nature of the flags was dictating the discussion. The challenging part was the narrative to take up the flag. This was responsive government to a complaint received. For him the question was to try to define and regulate it in the meantime. Council Member Johnson stated that Community Improvement Services was in a difficult situation when something had not been enforced for a long time and then tried to enforce it. There was a variety of opinions on the issue with an ordinance which put staff in a no win spot. He suggested considering not looking at the American flag as the same as other devices. An individual should be able to fly as many flags as he wanted to on his own property. Council Member Ryan asked about the Flower Mound provisions which adopted the Federal guidelines and what the restrictions were. Lockley stated that their provisions allowed three flag poles per lot. Council Member Roden stated that beyond one flag was aesthetic. If the community wanted sky was the limit, so be it but from a policy perspective the community needed to know the consequence as it would apply to both businesses they liked and those they didn't like and in terms of advertising or not. Council Member Engelbrecht suggested in the Code attempt to maintain the status of the American flag as patriotic. He felt that when the flag was displayed in multiples every day, it was no longer an icon but advertising. He was concerned that he did not want to lose the iconic status of the flag and was concerned if he saw hundreds of flags all the time one of the special days would not stand out. He did not want the flag to become background. City of Denton City Council Minutes October 28, 2014 Page 4 Council Member Hawkins stated that he did not have an agenda in this situation. He did not feel comfortable trying to regulate this and if someone wanted to flag an American flag then he should be able to do so. This was not a fight that the City should be trying to regulate. Mayor Watts stated that he would rather error on side on trusting the community for now. He suggested looking at removing the regulation for now as the community had expressed their desires. If it went out of control the other way, Council would hear from the community on the opposite end. His direction would be to come back to remove the restrictions for health and safety and traffic with some kind of regulations for those areas. Have guidelines to work into the regulations. Council Member Engelbrecht requested creating a spot on the website where individuals could comment on the issue. A report could be included on the site as well as the information on the State flag. Council Member Ryan stated that he would like to incorporate of the guidelines into the provisions if possible. Council Member Roden asked about a time frame for this amendment for a vote. Lockley stated that the amendment would have to go through the Planning and Zoning Commission as this was a change in Development code. Council Member Hawkins asked about the current citations and what would happen to those during this time. City Attorney Burgess stated that criminal cases rested with the prosecutor who would take this discussion into consideration and would reach a conclusion. Lockley stated that the Council direction was to look at exemptions and restrictions and determine whether the flags were on the property for safety placement. Design a website for feedback from community to use and bring back for recommendations. Staff would also look at lot footage to determine numbers and incorporate federal guidelines as needed. Additional citations would be held off at this time with a time frame of about 60 -90 days. Following the completion of the Work Session, the City Council convened in an Open Meeting. 3. Items for Individual Consideration A. ID 14 -0708 Consider adoption of an ordinance approving an amendment to the proposed hotel /convention center professional services agreement for architect or engineer, Exhibit 7" of Contract No. 5447 and was attached to Ordinance No. 2013- 334; providing a savings clause; and providing an effective date. Jon Fortune, Assistant City Manager, stated that the purpose of this item was to consider approval of an amendment to the professional services agreement with O'Reilly to add $75,000 to the design component to move the project forward. Staff had received a loan commitment letter and franchise commitment letter from O'Reilly. City of Denton City Council Minutes October 28, 2014 Page 5 Mayor Watts asked if the loan agreement had been posted on the website. Fortune replied correct. Council Member Hawkins asked what the dollars would be used for. Fortune stated it was for a level of design for pricing of the convention center in order to keep from losing the pricing needed to move forward to the end of year. Between now and the end of the year staff wanted to start the architects to get to the next phase of design. That could be done for $75,000 for the convention center. The hotel was $145,000 which O'Reilly would spend so that the design could advance to the next step. Council Member Ryan stated that according to the information sent out, the loan commitment was not a complete deposit. Starting the loan process in December would not get the project off the ground even if the City moved forward. Fortune stated that his understanding was that the $19,000 payment to the bank was to revise the Master Development Agreement. Staff was working on updating that agreement by November 1 la' and could have it ready to be revised by the 16th. Mayor Watts felt that he was at the end of the rope and would not be voting to move forward bur rather would recommend terminating the project and agreement. The last information he had received on the project decided it for him. He was not willing to spend $19,500 for a review of the documents if the project was not going forward. The new Market Federal Tax Credit was a new element he had not heard of before. He could not agree to spend more money when the partner would not do it and felt that the information he continued to get was still pushing it out further. He could not move forward because he lost his confidence in the process of the developer. He had received all the information he needed to make a decision on the project and was in favor of terminating the project. Council discussed the loan terms and associated changes in the Master Development Agreement. Council expressed concerns that not enough information had been presented to make a decision. They were hearing from citizens who were worried about being responsible for the debt. They also noted that there was not much support in general of the project in the community which remained a concern. Concerns were that the changing of the design from a three story facility to a one story reduced project lessened the support of the community. Mayor Watts stated that the deal continued to morph for him and as it continued to move he was getting more questions instead of getting closer in terms. He had heard that there was a need for a convention center but was this was the particular project or deal that it needed to be in. There was an action item to consider on the agenda that would amend the ordinance. He questioned if that amendment would terminate the deal or the agreement or provide additional funds. Fortune stated that if the ordinance were approved, staff would consider that as authorization to spend the money but not move forward with the project. Mayor Watts asked what would happen if the ordinance was not approved. City of Denton City Council Minutes October 28, 2014 Page 6 Fortune stated that it would be less likely that they could meet the December window for the pricing. If the decision was delayed to November 11th, he was not certain what would happen with the contractor. Council Member Hawkins motioned, Council Member Engelbrecht seconded postpone the item to the November 4, 2014 Council meeting. On roll vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "nay ", and Mayor Watts "nay ". Motion carried with a 4 -2 vote to continue to November 4, 2014. 4. Concluding Items A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council did not have any items. B. Possible Continuation of Closed Meeting under Sections 551.071 - 551.086 of the Texas Open Meetings Act There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned 4:17 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 14 -0856, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: John Cabrales, Jr. Date: December 16, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing a Special Called Joint Public Hearing with the City Council and the Planning and Zoning Commission to be held on Tuesday, January 6, 2015, pursuant to Texas Local Government Code §211.007(b) at the City Council Chambers at 6:30 p.m., to consider recommendation and possible action upon an ordinance amending Ordinance No. 2014 -137, as amended, which established a moratorium of the acceptance, processing and approval of certain applications related to gas well drilling and production activities; prescribing notice of the joint meeting pursuant to Texas Local Government Code §211.007(d); providing for a recommendation by the Planning and Zoning Commission; superseding the provisions of all ordinances on the same subject matter to the extent of a conflict; and providing for an effective date. BACKGROUND This is the ordinance providing for a joint public hearing between the City Council and the Planning and Zoning Commission as it relates to the upcoming amendments to the City's ordinances and regulations applicable to gas well drilling and production activities. Given the possibility of the City Council holding more than one public hearing on the proposed amendments, as well as the upcoming end -of -year holiday season, it may become necessary to extend the Gas Well Moratorium Ordinance, which is set to expire on January 20, 2015. Since the Gas Well Moratorium, as amended, was adopted using the Denton Development Code Zoning Amendment Procedure and per the Texas Zoning Statute, there is insufficient time to hold separate public hearings. A joint public hearing would address this timing issue. Such a joint public hearing would allow for convenience and expediency for a possible Gas Well Moratorium Ordinance extension to be considered by both the City Council and the Planning and Zoning Commission, as well as to provide for the public's input. The ordinance provides for a joint public hearing to be held at 6:30 p.m. on January 6, 2015. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny 4. Postpone consideration. 5. Table the item. RECOMMENDATION The Planning Department recommends approval of the ordinance. EXHIBITS City of Denton Page 1 of 2 Printed on 12/12/2014 File M ID 14 -0856, Version: 1 Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development City of Denton Page 2 of 2 Printed on 12/12/2014 sAlegal\ our documents\ ordinances \14 \joint public hearing pz- council (1- 6- 15).doc Exhibit 1 Ordinance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING A SPECIAL CALLED JOINT PUBLIC HEARING WITH THE CITY COUNCIL AND THE PLANNING AND ZONING COMMISSION TO BE HELD ON TUESDAY, JANUARY 6, 2015 PURSUANT TO TEXAS LOCAL GOVERNMENT CODE §211.007(b) AT THE CITY COUNCIL CHAMBERS AT 6:30 P.M. TO CONSIDER RECOMMENDATION AND POSSIBLE ACTION UPON AN ORDINANCE AMENDING ORDINANCE NO. 2014 -137, AS AMENDED, WHICH ESTABLISHED A MORATORIUM ON THE ACCEPTANCE, PROCESSING AND APPROVAL OF CERTAIN APPLICATIONS RELATED TO GAS WELL DRILLING AND PRODUCTION ACTIVITIES; PRESCRIBING NOTICE OF THE JOINT MEETING PURSUANT TO TEXAS LOCAL GOVERNMENT CODE §211.007(d); PROVIDING FOR A RECOMMENDATION BY THE PLANNING AND ZONING COMMISSION; SUPERSEDING THE PROVISIONS OF ALL ORDINANCES ON THE SAME SUBJECT MATTER TO THE EXTENT OF A CONFLICT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Denton City Council pursuant to its home rule powers, its zoning authority under Chapter 211 of the Texas Local Government Code and pursuant to other Texas statutory authority, has adopted ordinances and regulations that pertain to gas well drilling and production activities; and WHEREAS, on May 6, 2014, the City Council adopted a Gas Well Moratorium Ordinance, which was later amended on June 17, 2014 and September 9, 2014, to allow for the review and update of regulations applicable to gas well drilling and production activities; and WHEREAS, the moratorium was enacted in response to a multitude of environmental and land use compatibility concerns regarding the City's ordinances and regulations now applicable to gas well drilling and production activities, including but not limited to, health, water quality, air quality, noise, lighting, truck traffic, dust vibrations and other nuisances; and WHEREAS, the City Council received these environmental and land use compatibility concerns, even though the City Council had adopted on January 15, 2013 (Ordinance No. 2013- 014) amendments to the City's ordinances and regulations applicable to gas well drilling and production activities; and WHEREAS, the City Council determined that the City's ordinances and regulations needed to reviewed and updated once again so as to address these environmental and land use compatibility concerns; and WHEREAS, the City Council directed City Staff to research and provide recommended amendments to the City's ordinances governing gas well drilling and production activities; and WHEREAS, the City Council adopted an ordinance (Ordinance No. 2014 -137, as amended, hereinafter referred to as "Gas Well Moratorium Ordinance ") establishing a moratorium to preserve the status quo while a review and update of the City's ordinances related to gas well drilling and production activities are being developed and implemented to ensure compatible land uses that do not negatively impact property values or neighborhood character; and WHEREAS, City Staff has prepared recommended amendments for the City Council's and Planning and Zoning Commission's review at a joint public hearing on December 16, 2014; and WHEREAS, given the complex nature of gas well drilling and production regulation, and the great interest by the citizens of Denton, Texas in this subject, the City Council desires to hold more than one public hearing to allow all interested parties to provide input in the proposed gas well ordinance amendments; and WHEREAS, since the Gas Well Moratorium Ordinance expires January 20, 2015, and due to the upcoming end -of -year holiday season, there is insufficient time to allow for both the Planning and Zoning Commission and the City Council to hold independent public hearings as required by the Denton Development Code and Chapter 211 of the Texas Local Government Code in considering whether to extend the Gas Well Moratorium Ordinance; and WHEREAS, a joint public hearing between the City Council and the Planning and Zoning Commission would allow for consideration of a possible extension of the Gas Well Moratorium Ordinance; and WHEREAS, pursuant to Texas Local Government Code §211.007, the City Council desires to have a joint public hearing with the Planning and Zoning Commission on January 6, 2015 at the City Council Chambers at 6:30 p.m., regarding the proposed amendments to the City's ordinances and regulations governing gas well drilling and production activities; and WHEREAS, pursuant to Texas Local Government Code §211.007(d), the City Council wishes to prescribe notice of the time and place of the joint public hearing in a manner that is efficient and economical; and WHEREAS, by a two - thirds vote of the City Council, as required by Texas Local Government Code §211.007(d) the prescribed notice of the joint public hearing shall be as hereinafter set forth within this ordinance; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. That the Denton City Council and the City of Denton Planning and Zoning Commission shall conduct a special called joint public hearing pursuant to Texas Local Government Code §211.007(b) on Tuesday, January 6, 2015 at the City Council Chambers located in City Hall at 215 East McKinney Street in Denton, Texas, at 6:30 p.m. to receive public input, consider, make recommendation, and /or take appropriate action concerning a proposed ordinance amending Ordinance No. 2014 -137, as amended, to extend the moratorium of the receipt, processing and approval of certain applications related to gas well drilling and production activities. PAGE 2 SECTION 2. That the notice of the time and place for the joint public hearing on Tuesday, January 6, 2015 shall be given on two separate occasions as follows: a. Before the 15 "' day before the public hearing, a notice of the date, time and place of the public hearing shall be published in the Denton Record - Chronicle in two separate places; the legal notice section and another location in the newspaper separate from the legal notice section; and b. Before the 7°i day before the public hearing, a notice of the date, time and place of the public hearing shall be published in the Denton Record - Chronicle in two separate places; the legal notice section and another location in the newspaper separate from the legal notice section. SECTION 3. The notice provided for herein is authorized by Subsection 211.007(d) of the Local Government Code. This ordinance and the notice requirements contained within this ordinance supercede any other notice requirements set forth in state law and other City of Denton ordinances including without limitation the notice requirements set forth in Subsections 211.006(a) and 211.007(b) and (c) of the Local Government Code and Subsection 35.3.4.C.2 of the Denton Development Code. SECTION 4. The Planing and Zoning Commission may make its recommendation to the City Council concerning the proposed amendments to the City's ordinances and regulations applicable to gas well drilling and production activities at the same joint public hearing meeting or may defer its recommendation to a later Planning and Zoning Commission meeting. If the recommendation is deferred to a later Planning and Zoning Commission meeting such recommendation may be referred to the City Council at any special or regular City Council meeting regardless of the time between such Planning and Zoning Commission meeting and City Council meeting. SECTION 5. This ordinance supercedes the provisions of any other ordinance on the same subject matter to the extent of a conflict. SECTION 6. The findings contained in the preamble of this ordinance are incorporated herein as if fully set forth within the body of this ordinance. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. CHRIS WATTS, MAYOR PAGE 3 ATTEST: JENNIFER WALTERS, CITY SECRETARY Lot• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: PAGE 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: DCA14 -0009, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: December 16, 2014 CM/ ACM: Planning & Development Department Date: John Cabrales, Jr. SUBJECT Hold a Joint City Council and Planning and Zoning Commission Public Hearing to receive public input, consider, make recommendations and /or take appropriate action, including adoption, concerning an ordinance amending Subchapters 5, 7, 16 and 22 of the Denton Development Code, relating to Gas Well Drilling and Production, Definitions and Procedures; amending Ordinance No. 2013 -248, relating to planning and development fees and road damage remediation fees relating to gas well drilling and production activities; adding new Subchapter 22A to the Denton Development Code, relating to Oil and Gas Pipelines, Definitions, Procedures; providing a cumulative clause; providing a severability clause; providing for a penalty; and providing for an effective date. BACKGROUND On May 6, 2014, the City Council passed and approved City Ordinance No. 2014 -137 declaring a moratorium on the receipt, processing, and approval of certain applications for gas well permits, specific use permits (SUP), site plans, development plans, or amendments as they relate to gas well drilling and production activities. The moratorium ordinance recites that the City Council is aware of an increased interest in, and concern about, gas exploration and production and has received from the public a multitude of environmental and land use compatibility concerns regarding the City's ordinances and regulations now applicable to gas well drilling and production activities. In adopting the moratorium ordinance, the City Council announced that it believed it was reasonable and necessary to again review the municipal ordinances and regulations germane to gas well drilling and production operations. City staff was charged with the responsibility to make the important changes. In charging the staff with revising the ordinances, City Council recognized that the City's current regulations may not fully implement the City's goals of allowing gas well operations while protecting the public's health, safety, and general welfare. In addition, the City Council witnessed the conflict between increased drilling and urban expansion and acknowledged the need to regulate the conflicting land use issues between gas well operations and surface owners seeking the peaceful and quiet enjoyment of their property. The potentially harmful impacts of gas well drilling and production within the City fall most heavily upon neighborhoods and properties adjacent and in close proximity to gas well drilling and production operations. Several sections of the Denton Development Code (DDC) are proposed for revision to address these concerns. The proposed revisions are described in further detail under the Proposal heading. The proposals are based upon the work performed by the gas well Task Force that convened during 2012, the Denton Area Drilling Advisory Group (DAG), the Planning and Zoning Commission, as well as the multitude of public comments received before these groups and numerous City Council deliberations on various issues germane to gas well City of Denton Page 1 of 4 Printed on 12/12/2014 File #: DCA14 -0009, Version: 1 drilling and production. In addition, the City staff and the City Council reviewed numerous published articles regarding the impacts of gas well drilling, including: 1. Best Practices Handbook to Assist Communities in the Eagle Ford Shale, 2nd Edition, Identification and Implementation of Best Practices, San Antonio River Authority; 2. Visual Impacts of Natural Gas Drilling in the Marcellus Shale Region, Cornell University, Dept. of City and Regional Planning: CRP 3072 Land Use, Environmental Planning, and Urban Design Workshop, Fall 2010, Sarita Rose Upadhyay and Min Bu; 3. Demonstrating the Impacts of Oil and Gas Exploration on Water Quality and How to Minimize these Impacts Through Targeted Monitoring Activities and Local Ordinances, Kenneth E. Banks, Ph.D and David J. Wachal, M.S. in Cooperation with the United States Environmental Protection Agency; 4. Oil and Gas Regulation: A Guide for Local Governments, Colorado Department of Local Affairs; 5. Shale Gas Production Subcommittee 90 -Day Report, August 18, 2011, Secretary of Energy Advisory Board, U.S. Department of Energy; 6. Development, Land Use, and Collective Trauma; The Marcellus Shale Gas Boom in Rural Pennsylvania, Simona L. Perry, The Journal of Culture & Agriculture; 7. Modern Shale Gas Development in the United State: A Primer, April 2009, U.S. Department of Energy; 8. Environmental Impacts of Unconventional Natural Gas Development and Production, May 29, 2014, U.S. Department of Energy; 9. A Comprehensive Economic Impact Analysis of Natural Gas Extraction in the Marcellus Shale, May 2011, Susan Christopherson and Ned Rightor, Cornell University; 10. Recommended Best Practices for Marcellus Shale Gas Development in Maryland, Keith N. Eshleman & Andrew Elmore, Appalachain Lanoratory, University of Maryland Center for Environmental Science; 11. Landscape Consequences of Natural Gas Extraction in Bradford and Washington Counties, Pennsylvania, 2004 -2010, E.T. Slonecker, L.E. Milheim, C.M. Roig - Silva, A.R. Malizia, D.A. Marr, and G.B. Fisher, U.S. Department of the Interior; 12. A Menu of State Policy Good Practices for Unconventional Natural Gas Development, 2014, General Electric Company; 13. Practices For Mitigating Surface Impacts Associated with Hydraulic Fracturing, American Petroleum Institute; 14. Hydrofracking: Disturbances Both Geological and Political: Who Decides? By John R. Nolon and Victoria Polidoro, 44 Urb. Law. 507 (2012); and 15. Oil and Gas Fracking: State and Federal Regulation Does not Preempt Needed Local Government Regulation by Dr. Robert H. Freilich and Neil M. Popowitz, 44 Ur. Law. 533 (2012). PROPOSAL The proposed revisions are intended to remedy the impacts of gas well drilling in an urban environment, to include noise, dust, odor, light pollution, vibrations, fire safety, visual aesthetics, e.g., fencing and landscaping, construction standards and materials, buffers, preservation of surface property values and the character of neighborhoods, incompatibility, infrastructure related to public health and welfare such as water wells, setbacks, landscaping, public notice, signage, issues related to operating hours, operator insurance issues, road impacts, and other quality of life issues. Subchapter 22 of the Denton Development Code (DDC) was reorganized to enable both staff and operators to better understand the requirements for gas wells inside the city limits. In addition to changes contained within Subchapter 22, additional DDC Chapters will be revised. In some cases, existing provisions have been amended, such as for Subchapter 5, which contains the use charts and the limitations by type of zoning district. City of Denton Page 2 of 4 Printed on 12/12/2014 File #: DCA14 -0009, Version: 1 In other cases, an entire new subsection is being added, such as the provisions relating to the Gas Well Combining District, which is proposed as an addition to Subchapter 7, pertaining to overlay districts. The list of new ordinance amendments is as follows: 1) Amendments to Subchapter 5, Zoning Districts and Limitations. Changes use chart designations and limitations for "gas wells "; 2) Amendments to Subchapter 7, Special Purpose and Overlay Districts, adds new subsection 22.7.16, Gas Well Combining Districts; 3) Amendments to Fee Ordinance 2013 -248; 4) Amendments to Subchapter 16, Subdivisions, etc.; and 5) Addition of Subchapter 22.A, Oil and Gas Pipeline Ordinance While specific language changes are found throughout the redlined exhibits attached herein and will be further defined during the public presentation, the main themes of the revised ordinance are summarized in the table as Exhibit 1. A copy of the adopting ordinance is not included with this AIS. City Staff will provide a copy of the adopting ordinance to the City Council and Planning and Zoning Commission at Tuesday's meeting. Please note that nothing contained in these proposed ordinance amendments is intended to supersede the hydraulic fracturing ban ordinance adopted by the voters on November 4, 2014. OPTIONS 1. Approve as submitted. 2. Approve with conditions. 3. Deny. 4. Continue the Public Hearing. 5. Table item. RECOMMENDATIONS The Development Review Committee recommends APPROVAL of this request. PRIOR ACTION/REVIEW None EXHIBITS 1. Table of Revised Ordinances 2. Clean Ordinance and Redlined Draft of DDC Subchapter 22 3. Clean Ordinance Draft of DDC Subchapter 7.16 4. Clean Ordinance Draft of DDC Subchapter 16.7 5. Clean Ordinance Draft of DDC Subchapter 5 6. Clean Ordinance Draft of DDC Subchapter 22A 7. Fee Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Planning & Development Department Director Prepared by: City of Denton Page 3 of 4 Printed on 12/12/2014 File #: DCA14 -0009, Version: 1 Darren Groth, AICP, CPM, REP Gas Well Administrator City of Denton Page 4 of 4 Printed on 12/12/2014 h rvvm d by I cx:ls i''I Exhibit 1 TOplc Existing Ordinance Proposed Ordinance Production No such program. Inspections performed by 3rd Party will now determine Monitoring if equipment is properly functioning. New DDC Subchapter 22.A fulfills objective to capture Pipeline No such program. all authority allowed under state law in order to map Regulations gas pipelines within the city of Denton and its extraterritorial jurisdiction. Surface plats will now note the location of the Pad Site; existence of well(s); possibility of new wells; Gas Well Recently used in two land possibility of more drilling and fracturing; possibility of Notifications development examples. re- working. In addition, Declaration of Restrictive and Disclosures Covenant shall advise purchasers of existence of well(s) and notice document shall be recorded in County Clerk's Office. Proposal intended to minimize surface impacts; select optimum surface site location within leased acreage; capitalize on technological advances to require co- location of multiple wells on a single site; open land for surface development; and restrict leased acreage from Co- Location No such program. future gas well development. Every new well will require approval of Consolidated Site, in accordance with the following scenarios: 1. Combining District (City Council rezoning) for new sites. 2. Consolidation Permit (administrative review) for existing sites. Each Operator must produce a certificate of insurance and copy of endorsements adding city as additional insured. If the insurance is cancelled, the gas well Permit will be suspended. The insurance must be issued by financially sound company. The expert recommended the following insurance coverage: • Commercial General Liability = $1M /occurrence with Existing coverage a $2M aggregate. Operator reviewed by legal expert • Environmental Impairment = $5M (up from $1M). If Insurance with specific insurance "claims made" coverage, 4 yrs after Gas Well Permit experience. expiration. • Auto Liability = $1 M /accident. • Worker's Comp = $1M /accident and $1M /disease (up from $100,000 /accident). • Umbrella Liability = $24M per occurrence w/ $24M aggregate. Coverage in excess of commercial general, auto, & workers comp. • Control of Well = $5M per occurrence Exhibit 2 35.22.1. - Purpose, Authority and Applicability. A. Purpose. The drilling and production of gas and the development of gas well facilities within the corporate limits of the City necessitate promulgation of reasonable regulations to prevent devaluation of property; to protect watersheds; to prevent deleterious uses of groundwater resources that actually or potentially threaten the health of persons in proximity to drilling and production activities; to monitor noxious emissions of gases that potentially threaten the health of nearby residents and employees; to prevent injury to persons and property; to ensure that gas well drilling and production activities are compatible with adjacent land uses throughout the duration of such activities; and to assure that such activities conform to The Denton Plan. The regulations contained in this Subchapter are designed to protect the health, safety, and general welfare of the public and to assure that the orderly and practical development of mineral resources is compatible with the quiet enjoyment of affected surface estates. The regulations contained in this Subchapter are designed to implement the purposes set forth in this subsection and are supported by the following findings of fact: 1. Gas well drilling and production activities create externalities that potentially threaten the health, safety and general welfare of persons residing or working on property in proximity to such operations. 2. Gas well drilling and production activities, in the absence of local regulatory controls, may emit high noise levels, produce large volumes of dust, congest local streets, present fire hazards and produce other deleterious effects, all of which fall disproportionately on adjacent land uses, and which can result individually or cumulatively in injury to persons, destabilization of property values, and inhibit the quiet peace and enjoyment of surface uses of real property in the vicinity of such operations. 3. The City of Denton recognizes that the United States and the State of Texas regulate gas well drilling and production activities for the purpose of implementing broad air quality and water quality goals. The regulations in this Chapter are intended to supplement such standards in order to implement compatible local objectives that assure the health, safety and general welfare of the City's residents and businesses. 4. The proliferation of gas wells and gas well pad sites within the City of Denton creates conflicts between such developments and other existing and future surface uses of the property. In order to assure the compatibility of residential, commercial and industrial uses with gas well development, it is necessary for the City to regulate the location of gas well locations relative to other surface uses within the City and to consolidate sites for development of gas wells consistent with the rights of mineral owners to reasonably access subsurface resources. B. Authority. This Subchapter is adopted pursuant to authority vested under the constitution and laws of the United States, the State of Texas and the City of Denton. Each authorization identified in this Subchapter shall be construed as an exercise of the City's zoning powers, pursuant to the Denton City Charter, Texas Local Government Code Chapters 211 and 212 and the provisions of Subchapter 35.5 of the Denton Development Code (DDC). C. Applicability. The provisions of this Subchapter apply only within the corporate limits of the City of Denton, except as otherwise stated in section 35.16.19 of the DDC. ON 35.22.1. - Purpose, Authority and Applicability. A. Purpose. The drilling and production of gas and the development of gas well facilities within the corporate limits of the City necessitate promulgation of reasonable regulations to prevent devaluation of property; to protect watersheds; to prevent deleterious uses of groundwater resources that actually or potentially threaten the health of persons in proximity to drilling and production activities; t monitor noxious emissions of gases that potentially threaten the health of nearby residents and employees; to prevent injury to persons and property; to ensure that gas well drilling and production activities are compatible with adjacent land uses throughout the duration of such activities; and to assure that such activities conform to The Denton Plan. The regulations contained in this Subchapter are designed to protect the health, safety, and general welfare of the public and to assure that the orderly and practical development of mineral resources is compatible with the quiet enjoyment of affected surface estates. The regulations contained in this Subchapter are designed to implement the purposes set forth in this subsection and are supported by the following findings of fact: 1. Gas well drilling and production activities create externalities that potentially threaten the health, safety and general welfare of persons residing or working on property in proximity to such operations. 2. Gas well drilling and production activities, in the absence of local regulatory controls, may emit high noise levels, produce large volumes of dust, congest local streets, present fire hazards and produce other deleterious effects, all of which fall disproportionately on adjacent land uses, and which can result individually or cumulatively in injury to persons - destabilization of property values, and inhibit the quiet peace and enjoyment of surface uses of real property in the vicinity of such operations. The City of Denton recognizes that the United States and the State of Texas regulate gas well drilling and production activities for the purpose of implementing broad air quality and water quality goals. The regulations in this Chapter are intended to supplement such standards in order to implement compatible local objectives that assure the health, safety and general welfare of the City's residents and businesses. 4. The proliferation of gas wells and gas well pad sites within the City of Denton creates conflicts between such developments and other existing and future surface uses of the property. In order to assure the compatibility of residential, commercial and industrial uses with gas well development, it is necessary for the City to regulate the location of gas well locations relative to other surface uses within the City and to consolidate sites for development of gas wells consistent with the rights of mineral owners to reasonablv access subsurface resources. B. Authority. This Subchapter is adopted pursuant to authority vested under the constitution and laws of the United States, the State of Texas and the City of Denton. Each authorization identified in this Subchapter shall be construed as an exercise of the City's zoning powers, pursuant to the Denton City Charter, Texas Local Government Code Chapters 211 and 212 and the provisions of Subchapter 35.5 of the Denton Development Code (DDC). C. Applicability. The provisions of this Subchapter apply only within the corporate limits of the City of Denton, except as otherwise stated in section 35.16.19 of the DDC. Pj 35.22.2. - Definitions. For the purpose of this Chapter, certain words and terms shall be defined and interpreted as follows. Interpretations of meaning shall be made by the Director of Planning and Development based on the provisions of Section 35.1.4. Appeals of staff interpretations of this Chapter shall be heard as a Board of Adjustment proceeding in accordance with Subsection 35.3.6. Closed -loop mud system. A system that uses a combination of solids control equipment incorporated in a series of removable tanks that eliminates the use of a mud circulation pit or a reserve pit. Completion combustion device. Any ignition device, installed horizontally or vertically, used in exploration and production operations to combust otherwise vented emissions from completions. Completion Operations. The portion of the Drilling Activities that includes the work that is performed after Initial Drilling Activities and prior to Production Activities in order to optimize the production of a well, often by inserting equipment into the hole. Compressor station. A facility that compresses natural gas for delivery by pipeline through a transmission pipeline. Consolidated Site. A Drilling and Production Site designated for consolidation of gas well development either through approval of a Gas Well Combining District or a Consolidation Permit. Contaminant. Any substance capable of contaminating a non - related homogeneous material, fluid, gas or environment. Daytime. The hours between sunrise and sunset on any given day. Delineation well. A well drilled in order to determine the boundary of a field or producing reservoir. Drilling. Term used to typically describe the means by which the earth is bored to create a pathway to formations containing hydrocarbons to allow for their production to the surface. It can employ various types of mobilized drilling equipment to create a wellbore while incorporating drilling fluids to cool the bit, to condition the hole, to remove drilled cuttings and, most critically, to maintain an overbalanced pressure gradient against the formation that may contained inherently pressurized well fluids. Drilling Activities. Those activities commonly performed at a drilling and production site necessary or incidental to getting hydrocarbons to market; including and not limited to initial drilling, hydraulic fracturing, flow back, and completion operations, but not including production activities, a well redrill or any hydraulic refracturing. Drilling and Production Site. The area dedicated to all authorized gas well drilling and production activities and containing all structures, closed -loop systems, dehydrators, parking areas, security cameras, lighting, tanks, tank battery (or any other tank grouping area), drilling rigs, separators, lift compressors, perimeter walls, utilities, and all other features or objects contemplated for use during and after gas well drilling or production activities, as designated on the Gas Well Development Plat or Gas Well Development Site Plan, but excluding gathering and transmission lines and compressor stations. Drilling and Production Site includes the terms Gas Well Park, Gas Well Pad Site and Drilling and Production Area. Existing Drilling and Production Site or Existing Site. A gas well drilling and production site that was designated through approval of a gas well development site plan or a gas well development plat prior to , 20, and on which one or more gas well developments have commenced. Where the boundaries of such site have not been designated by an approved gas well development plat, the term defines the area incorporating all facilities devoted to authorized drilling activities or production activities. Exploration. Geologic or geophysical activities, including, but not limited to surveying and seismic exploration, related to the search for oil, gas, or other sub - surface hydrocarbons. Flowback. The process of allowing fluids to flow from a natural gas well following a treatment, either in preparation for a subsequent phase of treatment or in preparation for cleanup and returning the well to production. The flowback period begins when material introduced into the well during the treatment returns to the surface immediately following hydraulic fracturing or refracturing. The flowback period ends with either well shut in or when the well is producing continuously to the flow line or to a storage vessel for collection, whichever occurs first. Freshwater Well. A private water well used by a Protected Use. Gas. A naturally - occurring gaseous substance, including substances primarily composed of methane and other light, gaseous hydrocarbons. Gas Processing Plant. A facility, separate and distinct from a Drilling and Production Site, engaged in the extraction of natural gas liquids from field natural gas, or the fractionation of mixed natural gas liquids to natural gas products, or a combination of both. Gas Well. A hole or bore drilled to any horizon, formation, or strata for the purpose of producing natural gas, or liquid hydrocarbons. Gas Well Development. Any drilling activity or production activity. Gas Well Drilling and Production Activities. (A/K/A drilling and production activity(ies), drilling and production) As used in this Chapter, gas well drilling and production activities encompasses all three of the following: Initial Drilling Activities, Completion Operations and Production Activities. 0a Gas Well Permit. A two -stage written license granted by the City of Denton that authorizes drilling, completion and production activities, issued pursuant to rules and regulations of this Subchapter. A Gas Well Permit is required for each separate well and for each redrill of any gas well. Habitable Structure. Structures suitable for human habitation or occupation for which a Certificate of Occupancy or Final Inspection Certificate is required, including but not limited to, public buildings and enclosed buildings used for commercial or industrial purposes. A habitable structure shall not include accessory buildings, barns, garages and sheds. Hazardous Materials Management Plan. The hazardous materials management plan and hazardous materials inventory statements required by the Fire Code. Hydraulic Fracturing. The process of directing pressurized fluids containing any combination of water, proppant, and any added chemicals to penetrate tight formations, such as shale or coal formations, that subsequently require high rate, extended flowback to expel fracture fluids and solids during completions. Hydraulic Refracturing. Conducting a subsequent hydraulic fracturing operation at a well that has previously undergone a hydraulic fracturing operation. Initial Drilling Activities. The portion of the Drilling Activities that includes the means by which a portion of the earth is originally bored in order to create a pathway to formations containing hydrocarbons to allow for their production to the surface. Lift Compressor. A mechanized device that compresses gas prior to its introduction into a well for use in lifting well liquids to the surface. Lightning Protection System. An integrated system designed to ground metal equipment on a rig, well pad or at a tank battery location for protection against electrical shock, fire or explosion due to lightning. Liner. In pit construction, a liner is an impervious material, either synthetic or natural, that is used to line the interior of a pit to prevent pit fluids from leaking or leaching into the environment. New Drilling and Production Site or New Site. A proposed drilling and production site that is other than an existing drilling and production site. Nighttime. The hours between sunset and sunrise on any given day. Oil and Gas Inspector or Inspector. An inspector designated by the City of Denton that is responsible for evaluating the impacts of exploration, development, and production of oil and /or gas wells. Responsibilities include environmentally sensitive areas review, erosion control inspection, monitoring, and evaluating compliance with federal, state, and local regulations. 3 Operator. The person(s) in charge and in control of drilling, maintaining, operating, pumping, or controlling any well or pipeline including without limitation, a unit operator. Pit. A temporary or permanent containment for circulated fluids. A pit shall include: Completion/Workover Pit: Pit used for storage or disposal of spent completion fluids, workover fluids and drilling fluid, silt, debris, water, brine, oil scum, paraffin, or other materials which have been cleaned out of the wellbore of a well being completed or worked over. Drilling fluid disposal pit: Pit, other than a reserve pit, used for disposal of spent drilling fluid. Fresh makeup water pit: Pit used in conjunction with drilling rig for storage of fresh water used to make up drilling fluid or hydraulic fracturing. Mud circulation pit: Pit used in conjunction with drilling rig for storage of drilling fluid currently being used in drilling operations. Reserve pit: Pit used in conjunction with drilling rig for collecting spent drilling fluids; cuttings, sands, and silts; and wash water used for cleaning drill pipe and other equipment at the well site. Reserve pits are sometimes referred to as slush pits or mud pits. Saltwater disposal pit: Pit used for disposal of produced saltwater. Washout pit: Pit located at a truck yard, tank yard, or disposal facility for storage or disposal of oil and gas waste residue washed out of trucks, mobile tanks, or skid - mounted tanks. Water Condensate pit: Pit used in conjunction with a gas pipeline drip or gas compressor station for storage or disposal of fresh water condensed from natural gas. Plugging and Abandonment. Includes the plugging of the well, abandoned, orphaned or otherwise, in accordance with RRC Statewide Rule 3.14 and restoration of the Drilling and Production Site as required by this Subchapter. Production Activities (A/K/A Production). The phase that occurs after successful exploration, drilling and development involving operations including, but not limited to, gas wells, tanks, dehydrators, separators, mud pits, ponds, tank batteries or associated mechanical equipment, and during which hydrocarbons are extracted from the gas field, excluding those operations and facilities as defined and regulated by the Pipeline Safety Act of 1994, 49 U.S.C. §§ 60101 60137. Protected Use. Any dwelling, church, public park, public library, hospital, pre- kindergarten, kindergarten or elementary, middle or high school, public pool, public transit center, senior center, public recreation center, hotel or motel. Railroad Commission (RRC). The Railroad Commission of Texas. e! Reduced emissions completion. A well completion following fracturing or refracturing where gas flowback that is otherwise vented is captured, cleaned, and routed to the flow line or collection system, re- injected into the well or another well, used as an on -site fuel source, or used for other useful purpose that a purchased fuel or raw material would serve, with no direct release to the atmosphere. Site - specific authorization means the prior approval by ordinance of City Council, of one or more specifically located and defined gas well site locations, subject to further site design, development, regulatory and permitting requirements, as set forth in this Code or as specified within the site approval ordinance (or both), as applicable. Redrill. Any work to an existing well bore or an existing surface hole location after initial drilling that requires a new permit from the Texas Railroad Commission. This definition includes, but is not limited to, recompletions, sidetrack wells, drilling into a new horizon or drilling multiple directionals from the same surface hole location or using the same vertical wellbore. Redrill does not include Workover Operations. Site Preparation. To ready a Drilling and Protection Site for Drilling Activities by staking the location, installing erosion and sediment control practices, site clearing and grading, initial rig moves, and product deliveries. Tank. A natural or man -made container, covered or uncovered, in which to store, contain or mix liquids or hydrocarbons used or produced in conjunction with the drilling, stimulation or production activities of an oil or gas well. Wildcat well. A well outside known fields or the first well drilled in an oil or gas field where no other oil and gas production exists. Workover Operation. Work performed on a well after its initial completion to secure production where there has been none, to restore production that has ceased, or to enhance or increase production within the zone originally completed or to repair the well. Workover Operations may include refracturing activities. 61 tt��- ttaeEi+�ta -si=t ls�-€3 a r� � l�ttE- i�ae -��41- rra�1- � +r- t�t+t3- l�r«�L- tte-ea rtaErol -a�f -i lae- farr't�r�t# i+�ra- f�ttiE4 -For the yurlose of this C hater. certain words and terms shall be defined and interyleted as follows. Intel retations of meaning shall be made by the Director of Planning and Development based on the rrovisions of Section 35.1.4. Appeals of staff interpretations of this Chapter shall be heard as a Board of Adjustment proceedin& m accordance with Subsection 35.3.6. ® -.. Formatted: Font: Times New Roman, 12 pt Closed -loop mud system. A system that uses a combination of solids control equipment *v Formatted: Indent: Lett: 0.08 ", Pattern: Clear incorporated in a series of ~ removable, tanks that eliminates the use of a mud circulatio (Backgrou nd 1) ,. a reserve. pit- Formatte d: Pattern: Clear (Background 1) Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt ,Completion combustion device. Any ignition device, installed horizontally or vertically, used- ;. { Formatted: Font: 12 pt in exploration and production operations to combust otherwise vented emissions from Formatted: Pattern: Clear (Background 1)� completions, ( Formatted: Font: Times New Roman, 12 pt • ~ ` , r € �k ,. b-aa� ~ r�rt;. T— x4x�tlat�t�� � 1� -erst - � .' 1- ftra� -re-. Completion Cipeu ations. dhe portion of the Drilling Activities that includes the work that is pert <rrmed after Initial I)rillin Activities and prior t<r Iroduction Activities in order to optimize the production <rl'a well, often Iry insertin 5 cclnipment into the hole. - (Formatted: Font: Times New Roman, 12 pt Formatted: Pattern: Clear (Background 1) Compressor station. A facility that compresses natural gas for delivery by pipeline through a transmission pipeline. Consolidated Site A drilling and production site desinated for consolidation of has well devclo mcnt either thrau�h appraval cif a Gas Well Cambinin� District or a c-Consolidation fPcrmit . substance capable of contaminating a non - related homo fluid, gas or environment. Formatted: Font: Times New Roman, 12 pt Formatted: Pattern: Clear (Background 1) Daytime. }� rt# tt .ttt tt l he hCrL1rS between 5t1nC1Se al]d 5tlnSet on an given day, [- Formatted: Font: Times New Roman, 12 pt JDelineation well. A well drilled in order to determine- the boundary of a field or producing (Formatted: Font: 12 pt reservoir, —( Formatted: Font: Times New Roman, 12 pt ------------------------------------------------------------------------------------- ------------------------------- Drilling. Term used to typically describe the means by which the earth is bored to create a pathway to formations containing hydrocarbons to allow for their production to the surface. It can employ various types of mobilized drilling equipment to create a wellbore while incorporating drilling fluids to cool the bit, to condition the hole, to remove drilled cuttings and, most critically, to maintain an overbalanced pressure gradient against the formation that may contained inherently pressurized well fluids. Drilling Activities. Those activities coanmonly perfarmcd at a dDrillin� and pProduction sSite nLCCSSary or incidental to �ir�g hydrocarbons to market; including and not limited to initial drilling, hydraulic fracturing, flow bath, and completion operations, but not including production ac tvitics, a well redrill or any hydranlic refractarin��. Drilling and Production Site The area dedicated to all authorlrLd. gas well drilling -�+— _ tr + r , ' xfft-pndproduction fff-&a;- a utivlti-e- s and c-o- nwin- i-n- -all - structures, closed- - - -- loop systems, dehydrators, parking areas, security cameras, lighting, tanks, tank battery (or any other tank grouping area), drilling rigs, separators, lift comprressors-a -._ s- 4e4-A . Vii - perimeter walls, utilities, and all other features or objects contemplated for use during and after gas well drilling or production activities, as designated on the Gas Well Development Plat or Gas Well Development Site excluding gathering and transmission lines and compressor stations. Drillino and Production Site includes the terms Gas Well Park Gas Well Pad Site and Drilling and Production Area #�� =ill -—t-I, � . � «Gcf- ferr�4t tf4trag -eat# tray- ::rri= e-fiwst 1�+taep- €*ra+de- htr- �r€*�tt�i�tE Formatted: Font: Times New Roman. 12 Formatted: Pattern: Clear (Background 1) Formatted: Font: Times New Roman, 12 pt ---------------------------------------------- Formatted. Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt ]Existing Drilling and Production Site or lExistin� Site. A gas well drilling and production site that was desi 5nated throe 5h approval <,P a gas well development site plan or a gas well Formatted: Footer, Tab stops: 0 ", Left 2 �/ 20 lam, and on which one or more gas well devel<apments have commenced. Where the boundaries of such site have not been desil5nated b an annroved gas well devel<rnment lat, the term defines the area incorporating all f {tcilities devoted to authorir.ed drilling activities or production activities. Xxploration. Geologic or geophysical- activities, including,- but not limited- to surveying ands .. -- { Formatted: Font: Times New Roman, 12 pt seismic exploration, related to the search for oil, gas, or other sub - surface hydrocarbons. [ Formatted: pattern: Clear (Background 1) Formatted: Font: Times New Roman, 12 pt .. -------- -------- --------- *- �a�z�- c�lrytltrtFt�t�- Ylowback. The process of allowing fluids to flow from a natural gas well following a treatment,- „ { Formatted: Font: Times New Roman, 12 pt either in preparation for a subsequent phase of treatment or in preparation for cleanup and Formatted: pattern: Clear (Background 1)� returning the well to production. The flowback period begins when material introduced into the well during the treatment returns to the surface immediately following hydraulic fracturing or refracturing. The flowback period ends with either well shut in or when the well is producing continuously to the flow line or to a storage vessel for collection, whichever occurs first. Freshwater Well. A private water well used by a Protected Use. of methane and other light, gaseous hydrocarbons. Gas Processing a, Plant. Apra + € fac lht cparate and distlnut from a Drilling and Production `site,, engaged in the extraction of natural gas liquids from field natural gas,- or the fractionation of mixed natural gas liquids to natural gas products, or a combination of both. natural us, or liquid hydrocarbons. Formatted: Font: Times New Roman, 12 pt, Not Bold ---------------------------------------------------------------------------------- - - - - -- Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt, Not Bold Formatted: Font: Times New Roman, 12 pt E - Formatted: Font: Times New R oman, 12 pt Gas Well: Develorzment. II Gas Well Drilling and Production Activities. (�A/K/A drilling and production activity(ies), drilling and production) As used in this Chapter, gas well drilling and production activities encompasses all three of the following: Drilling Activities, Completion Operations and Production Activities. Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt - - - - - -- - - - - -- -- - - - - -- ---- - - - - -- Formatted. Font: Times New Roman, 12 pt Formatted: Footer, Tab stops: 0 ", Left ------------------- ------------------------------- - - -------------------------- ------------------------------- ,Gas Well Permit. A two- stage: written license- granted by the City of Denton ' ' - l Formatted: Font: Times New Roman, 12 pt ea that authorizes drilling errt c<rmplc flan and production Formatted Font Times New Roman 12 pt iu at*a,., activities, issued pursuant to rules and regulations of this Subchapter. A Gas Well � Formatted: Font: rimes New Roman, 12 - pt Permit is required for each w -- separate well and for each redrill of any uas well. pt Formatted- Times New Roman, 12 pt - Habitable Structure. Structures suitable for human habitation or occupation for which a Certificate of mm mm mm mm.. (Occupancy or Final Inspection Certificate is required, including but not limited to Formatted: Font: Times New Roman, 12 pt public buildings; and enclosed buildings used for commercial or industrial purposes. A habitable structure shall not include accessory buildings, barns, garages and sheds. ,Hazardous Materials Management- Plan. The hazardous materials management plan and--"-,,- Formatted: Font: Times New Roman, 12 pt hazardous materials inventory statements required by the Fire Code. Formatted: pattern: clear (Background 1) Hydraulic Fracturing. The process of directing pressurized fluids containing any combination of water, proppant, and any added chemicals to penetrate tight formations, such as shale or coal formations, that subsequently require high rate, extended flowback to expel fracture fluids and solids during completions. Hydraulic Refracturing. Conducting a subsequent hydraulic fracturing operation at a well that l Formatted: Font: 12 pt has previously undergone a hydraulic fracturing operation, Formatted. Font. 12 pt, Font color. auto, Border.: (No border) Initial frilling Activities. The portion of the Drilling Activities that includes the means by which a portion of -the e"11111 is ori,5inally bored in order to create a pathway to 1 <rrmations containing hydrocarbons to allow for their production to the surface. a Formatted: Font: Times New Roman, 12 pt ' ------ -------------------------------------------------------------------------------- ---- - - -- - -- - - - -- �, Lift Compressor. A mechanized device that compresses gas prior to its introduction into a well Formatted: Pattern clear (Background 1 ) for use in liftin g well liquids to the surface. Lightning Protection System. An integrated system designed to ground metal equipment on a rig, well pad or at a tank battery location for protection against electrical shock, fire or explosion due to lightning. Formatted: Footer, Tab stops: 0 ", Left ------------------- ------------------------------- - - -------------------------- ------------------------------- -I°dew IOrillin and Production Site or I°dew Site. A proposed drilling and production site that is other than an existinu drilling and production site. The and on Oil and Gas Inspector or Inspector. An inspector designated by the City of Denton that is responsible for evaluating the impacts of exploration, development, and production of oil and /or gas wells. Responsibilities include environmentally sensitive areas review, erosion control inspection, monitoring, and evaluating compliance with federal, state, and local regulations. Operator. The person(s) in charge and in control of drilling, maintaining, operating, pumping, or controlling any well or pipeline including without limitation, a unit operator. #"- a'siezrs- nit€ alit— A- perl�rta- f�ttrai- 4+�rt- ��a+alr- Strad- edu�rEe'. aY- t?�ari1- �rrac�- ��t�- +taEk�tt�- ��ala�,7 -n _ ',G:;a A temnorary or nermanent containment for circulated fluids. A nit shall include: Completion/Workover p�Pit;: Pit used for storage or disposal of spent completion fluids, workover fluids and drilling fluid, silt, debris, water, brine, oil scum, paraffin, or other materials which have been cleaned out of the wellbore of a well being completed or worked over. Drilling fluid disposal pit: Pit, other than a reserve pit, used for disposal of spent drilling Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Pattern: Clear (Backaround 1) Formatted: Indent: Left: 0 ", Pattern: Clear - (Background 1) - -------------------------------------------------------------------------------- ------------------------------- Formatted: Font: Times New Roman, 12 pt Formatted: Font: 12 pt Formatted: Font: Times New Roman, 12 pt Fresh makeup water pit: Pit used in conjunction with drilling rig for storage of fresh water used . - -- [ Formatted: Font: -Times New Roman, 1z pt - - -- - - -- - - -- - - -- - - -- to make up drilling fluid or hydraulic fracturm� — Formatted Font Times New Roman 12 pt Mud circulation pit: Tit used in conjunction with drilling- rig for storage of drilling fluid Formatted: Font: 12 pt currently being used in drilling operations. Reserve pit: Pit used in conjunction with drilling rig for collecting spent drilling fluids; cuttings, sands, and silts; and wash water used for cleaning drill pipe and other equipment at the well site. Reserve pits are sometimes referred to as slush pits or mud pits. Saltwater disposal pit: Pit used for disposal of produced saltwater. Formatted: Footer, Tab stops: 0 ", Left ------------------- ------------------------------- - - --------------------------------------------------------- 5 Washout pit: Pit- located at a truck yard,- tank yard, or disposal facility- for storage or disposal- of Formatted: Font: 12 pt oil and gas waste residue washed out of trucks, mobile tanks, or skid - mounted tanks. Water Condensate pit: Pit used in conjunction with a gas pipeline drip or gas compressor station for storage or disposal of fresh water condensed from natural gas. , Formatted: Font: Times New Roman, 12 pt ° [Formatted: Pattern: Clear (Background 1) Plugging and Abandonment. - 'r e Formatted: Font: Times New Roman, 12 pt of the well, abandoned, orphaned or otherwise, in accordance with RRC Statewide Rule 3.14 and _ - Formatted: Font: Times New Roman, 12 pt restoration of the Drilling and Production Site as required by this Subchapter. Production A {Formatted: Font: Times New Roman, 12 pt drilling and development involving= or�erations ineludin�, but not linnited to, gas wells, tanks, dehydrators, separators, rnud pits, ponds, tank batteries or associated mechanical equipment. and during which hydrocarbons are extracted from the gas field, excluding those operations and facilities as defined and reGulated by the Pipeline Safety Act of 1994. �.C. bb 60101 — 60137. Protected Use. Any dwelling, church, public park, public library, hospital, pre - kindergarten, kindergarten or elementary, middle or high school, public pool, public transit center, senior center, public recreation center, hotel or motel. - --- l Formatted: Pattern: Clear (Background 1) Railroad Commission (RRC). The Railroad Commission of Texas. Reduced emissions completion. A well completion following fracturing or refracturing where Formatted: Font: 12 pt gas flowback that is otherwise vented is captured, cleaned, and routed to the flow line or collection system, re- injected into the well or another well, used as an on -site fuel source, or used for other useful purpose that a purchased fuel or raw material would serve, with no direct release to the atmosphere. Site- specific authorization means the prior approval by ordinance of City Council, of one or- , , { Formatted: Font: Times New Roman, 12 pt more specifically located and defined gas well site locations, subject to further site design, Formatted: Pattern: Clear (Background 1)� development, regulatory and permitting requirements, as set forth in this Code or as specified within the site approval ordinance (or both), as applicable. Formatted: Font: Times New Roman, 12 pt Redrill. Any work to an existing well bore ar an existing surface hole location after initial drilling that requires a new pern�ft from the d'exas Railroad Commission. This definition includes, but is not limited t<a, recomnletions, sidetrack wells, drillin(� into a new horizon or drillin(� multiple drectionals fron7 the same sulf {lce hole location or using the same vertical wellbore. Redrill does not include Workover C)nerations. Formatted: Footer, Tab stops: 0 ", Left ------------------- ------------------------------- - - -------------------------- ------------------------------- `site preparation �a ready a I7rillin� and F'ratectian Site far I7rillin� /lctivities by stal�in___the 1<rcatian installing erasian and sediment central practices, site clearing and grading, initial rig moves, and product. deliveries. Tank. A natural or man -made container, covered or uncovered in which to store contain or mix ------------------------------------------------------- liquids or hydrocarbons used or produced in conjunction with the drilling, stimulation or production t sactivities, of an oil or gas well. -+E ti�7Hk3rit� $£tFf33�3eL#tiH$Hpk3NF)FFiit Formatted: Font: Times New Roman, 12 pt, Bold Formatted: Pattern: Clear (Background 1) Formatted: Font: Times New Roman, 12 pt --------------------------- Formatted: Font: Times New Roman, 12 pt Formatted: Font: Times New Roman, 12 pt Formatted: Pattern: Clear (Background 1) Formatted: Pattern: Clear (Background 1) Formatted: Font: Times New Roman, 12 pt, Wildcat well. A well outside known fields or the first well drilled in an oil or gas field where no* • � Font color: Black, Border:: (No border) other oil and gas production exists. Formatted: Font: 12 pt Formatted: Pattern: Clear (Background 1) Workover Operation. Work performed on a well after its initial completion to secure �� Formatted: Font: Times New Roman, 12 pt production where there has been none, to restore production that has ceased, or to enhance or increase production within the zone originally completed or to repair the well. Workover neratlanS may include Tefractt7:ring actlyltlC;S - - -- ,Formatted: Font: Times New Roman, 12 pt - Formatted: Font: Times New Roman, 12 pt, Font color: Black, Border:: (No border) Formatted: Justified, Pattern: Clear (Background 1) Formatted: Footer, Tab stops: 0 ", Left ------------------- ------------------------------- - - -------------------------- ------------------------------- 35.22.3. - Required Authorization for Gas Well Drilling and Production in City Limits. A. Zoning District Classifications for Gas Well Drilling and Production. 1. The drilling and production of gas within the corporate limits of the City on existing Drilling and Production Sites shall be permitted by right within the Rural Residential (RD -5) or within any unzoned area of the City that is subject to the use regulations of the RD -5 District, Rural Commercial (RC), Neighborhood Residential 1 (NR -1), Neighborhood Residential 2 (NR -2), Regional Center Commercial Neighborhood (RCC -N), Regional Center Commercial Downtown (RCC -D), Employment Center Commercial (EC -C), Employment Center Industrial (EC -I), Industrial Center Employment (IC -E) and Industrial Center General (IC -G) Zoning Districts, except as provided in subsection B, and subject to obtaining a Consolidation Permit and compliance with the requirements of this Subchapter. 2. The drilling and production of gas within the corporate limits of the City on existing Drilling and Production Sites in all other zoning districts shall be permitted only by Specific Use Permit pursuant to subchapter 35.6, or through approval of a Detailed Plan in a Planned Development (PD) district, or site - specific authorization in Master Planned Community (MPC) district. Notwithstanding the provisions of Subsection A, approval of a Specific Use Permit also shall be required for gas well drilling and production on any land located within the 100 -year flood fringe or within one thousand, two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville. Such drilling and production activities shall be subject to obtaining a Consolidation Permit and compliance with the requirements of this Subchapter. 3. Drilling and production of gas within the corporate limits of the City on new drilling and production sites shall be permitted through approval of a Gas Well Combining District pursuant to the requirements of Section 35.22.7.16. B. No gas well drilling or production activities may commence within the City limits until the following authorizations have been obtained, in the following sequence: 1. Approval of a Gas Well Combining District to establish any new Drilling and Production Site pursuant to Section 35.22.7.16, or approval of a Consolidation Permit to authorize a new gas well on an existing Drilling and Production Site pursuant to Section 35.22.4. 2. Approval of a Preliminary Gas Well Development Site Plan pursuant to Section 35.22.6.A. Upon receipt of an approved Preliminary Final Gas Well Development Site Plan, the operator may commence construction of a Drilling and Production Site. No disturbance of the land is allowed until a Preliminary Final Gas Well Development Site Plan is obtained. An application for a Site Preparation Permit must accompany a request for a Gas Well Combining District or an application for a Consolidation Permit. 3. Upon completion of Drilling and Production Site construction, and prior to any additional activity on the site, the operator must obtain a Final Gas Well Development Site Plan pursuant to Section 35.22.6.B. 4. Approval of a Gas Well Permit authorizing Initial Drilling Activities from the Denton Gas Well Division pursuant to the application requirements and standards of Section 35.22.7. 5. Approval of a Temporary Above - Ground Storage Tank Permit from the Denton Fire Department. 6. Approval of Gas Well Operational Permit from the Denton Fire Department. 7. When all approvals contained in Sections 1 - 6 above have been obtained, applicant may commence Initial Drilling Activities. 8. Approval of a Flammable and Combustible Liquids Construction Permit from the Denton Fire Department. 9. Approval of a Flammable and Combustible Liquids Operational Permit from the Denton Fire Department. 10. Approval of a Gas Well Permit authorizing Completion Operations and Production Activities from the Denton Gas Well Division pursuant to the application requirements and standards of Section 35.22.7. 11. When all approvals contained in Sections 1 - 10 above have been obtained, applicant may commence Completion Operations and Production Activities. 12. Amendments to the authorizations set forth in this Section shall be as required in the provisions governing the original application. 13. New drilling or production activities on an existing Drilling and Production Site that is subject to an approved Watershed Permit, or on sites which required a Watershed Permit under prior regulations, but for which site no Watershed Permit was issued, are subject to the requirements of Section 35.22.5.C. The applications for any authorization for gas well drilling and production listed in Subsection must be submitted and approved in the numerical order listed. No subsequent application shall be determined to be complete and hereby is deemed to be incomplete until all 2 required prior applications have been approved, and no completeness determination shall be made until such prior applications have been approved. D. Applications for gas well drilling and production shall expire under the following circumstances: 1. A Specific Use Permit, or site - specific authorization in a PD district or MPC district, which was approved under prior gas well regulations expires according to its terms; 2. A Watershed Protection Permit, if applicable, expires with the expiration of a Final Gas Well Development Site Plan. 3. A Consolidation Permit expires unless a complete application for a Final Gas Well Development Site Plan has been filed within two (2) years of the approval of the Consolidation Permit. 4. A Preliminary Gas Well Development Site Plan expires either with the expiration of a Consolidation Permit, or in other circumstances, unless a complete application for a Final Gas Well Site Development Plan has been filed within one (1) year of the date of the approval of the Preliminary Gas Well Development Site Plan. 5. A Final Gas Well Development Site Plan expires unless a complete application for a Gas Well Permit has been filed within one (1) years of the date of approval of the Final Gas Well Site Plan. 6. A Gas Well Permit expires if the particular stage of authorized activity (i.e, Drilling Activities or Completion Operations and Production Activities) has not commenced within six (6) months of the date of approval of the Gas Well Permit. 7. The expiration of any subsequent application results in the expiration of all prior approved applications for the same activity. E. Following expiration of an approved application for gas well drilling and production, a new application must be submitted. F. The authorizations required by this Subchapter are in addition to, and not in lieu of, any permits that may be required by any other provision of the Denton City Code or by any other government agency. G. Legal Non - Conformity; Exceptions. 1. Non - conformities. The provisions of Subchapter 11 are applicable to gas well drilling and production activities, except as provided hereinafter. a. For purposes of Subchapter 11, the drilling of a new gas well and associated production activities do not constitute an existing lawful use. 3 b. Every Operator of a Drilling and Production Site that has been annexed into the City shall register the Drilling and Production Site within 30 days of the effective date of the annexation. c. The adoption of zoning district regulations for a Gas Well Combining District, the creation or amendment of a Combining District, or amendment of the permitted use tables and limitations in Subchapter 35 -5 to provide for gas well drilling and production activities shall not affect the legal status of drilling and production activities existing on the effective date of this amendatory ordinance. d. The adoption of regulations for designation of consolidated drilling and production sites, or the application of such regulations to existing drilling and production sites shall not affect the legal status of drilling and production activities existing on the effective date of this amendatory ordinance. e. The adoption of regulations requiring setbacks from protected uses, or the application of such regulations to existing Drilling and Production Sites shall not affect the legal status of drilling and production activities existing on the effective date of this amendatory ordinance. 2. The standards or procedures implemented by this amendatory ordinance (Ordinance No. ) shall not affect the processing and approval or disapproval of an application for a gas well permit that was pending for decision on the effective date of this amendatory ordinance, or any subsequent permit applications for the same gas well, or for a gas well for which a gas well permit was approved prior to the effective date of this amendatory ordinance, except to the extent necessary to give effect to this subsection F. For purposes of this subsection 2, an amended gas well site plan application is not a subsequent permit application. 3. Authorizations or applications excepted under subsection 2 are subject to all gas well drilling and production standards in effect immediately prior to the effective date of the amendatory ordinance (Ordinance No. ). 4. To the extent that any exception provided under subsection 2 is dependent on an application pending on the effective date of an amendatory ordinance, such application must have been approved subsequently in order for the exception to apply. 9 II)m 11- 3.11-- - - - - -- Formatted: R- -i -g h-t- -------------------------------- — — — — ---- 11 ------------------------- ------- -------------------------------------------------------------------------------------------------------------------- 35.22.4-3. - Required Authorization for Gas Well Drilling and Production in City Limits. Formatted: Indent: Left: 0" Formatted: Font: Bold, Font color: Auto Production. 1 the drilling and production of gas within the corporate limits of the City on existing dDrillin and pProduction sSites shall be permitted by gri ht within he Rural Residential (PD -5) or within env unzoned area of the Ci that is subect to the Neighborhood R Regional Center C Commercial Downtown I Industrial Center (several �-oLzonrngy Districts except as provided �m subsection �Band �sLibcct, to retuirements of this Subchapter. 2. the drilling and production of gas within the corporate limits of the City on existing dDrillin and pPr<'rductian sSites in all ether zoning districts shall be permitted only by `�necitic �7se Permit. pursuant to subchapter 35.x, or throu�517 approval of a Detailed Plan in a Planned Development ID district or site - specilic authorization in Master Planned Community (NII'C) Notwithstandin(5 the rovisions of Subsection A, approval <,l' a Specific �7se Permit also shall be reduired for gas well drilling and production on any land located within the 100 -year flood fringe ar within ape thousand, twa hundred (1,200) feet <,P the flood pool elevation <,P Lake Ray Roberts or Lake Lewisville. Such—drillin—and production _activiti�essIyrllbc subject _toobtauun,—�a L2 eConsolidation pPermit and compliance with the requirements <,Pthis Subchapter. 3. Drillings drillin,—and production sites shall be Combining District pursuant to the reduirements of Section 35.22.7.16. L3. No gas well drilling or production activities may commence within the City limits until the following authorizations have been obtained, in the following sequence: [Formatted: Indent: Hanging: - 0.25" I 1. Approval of a 4F,c, : c; Q rsl r„ —,is Well Combining District to establish any 4sit �-s 'Production -�sSitc pursuant to Section 35.22.7.16, or approval of a Consolidation Permit to authorize a new gas well on an existing and P�roduction �-sSite purswin�tto Section-A-g-,_35.22.4. Approval of a 7 Prelinminary- Gas Well Development Site Plan t nu want; to Section 35.22.6.A. Upon receipt of an approved Prehminary i as WLII Development well 4Drilling and c r Produc tlon sS1tL Nu dl5turbanc L of the land is allowed until a Prehminary iras Well Development Sitc flan 1s obtained. An application for a Site Preparation Permit must accompany quest for a Gas Well Combining District or an application for a Consolidation Permit. f1fNi1 additional activity on the site, the <rperator must obtain a Final Gas Well Develo nit Site Plan pursuant to Section 35.22.013 4- Approval of a Gas Well of Section- 35.22.7. Formatted: Font color: Auto Formatted: Font color: Auto - -- - - - - -- -- - - - - -- -- - - - - -- ----------------- - - - - -- Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font: Times New Roman, 12 pt, Font color: Auto Formatted: List Paragraph, Tab stops: Not at 0.75" Formatted: Font color: Auto )rizing Initial Drilling Activities _ r , from -� Formatted: List Paragraph, Indent: Left: 0.5 ", to the application re q uirements and standards Hanging: 0.25" Formatted: Indent: Left: 0.5 ", Hanging: 0.25 ", No bullets or numbering, Tab stops: Not a, at 0.5" + 0.75" 1. ii+rr5. Approval <,l' a d'en7porary Above - Ground Stora(e d'anlc Permit from the Denton Fire Department. C. Approval <,l'Gas Well Operational Permit from. the Denton Fire Department. 7. When all approvals contained in Sections 1 - �6 above have been obtained, a licant may cammence Initial Drilling Activities. �. Approval of a F'larnmable and Combustible Liquids Construction Permit from the Denton Fire Department. �). Approval <,l' a Flammable and Combustible I,icuii ds Operational Permit from the Denton Fire Department. 14. Approval of a Gas Well Permit authorizinL Completion Operations' and Froduction Activities from the Denton Gas Well Division pursuant to the application requirements and standards of Section Ir,X)7 114. When all approvals contained in Sections 1 - 10 above have been obtained, applicant may commencL Completion Operations and Production Activities. Formatted: Font color: Auto -- --- - - - - -- --- - - - - -- --- - - - - -- --- - - - - -- --- - - - - -- Formatted. Font color: Auto Formatted: Indent: Hanging: 0.25 ", Tab stops: Not at 0.75" Formatted: Left, Tab stops: 0 ", Left 2 35.22.3 -Required Authorization for Gas Well Drilling and Production (AL Redline 12 -8 -1414) m� 12. Amendments to the authorizations set forth in this Section shall be as required in the provisions (�overnin(,� the ori(,�inal application. 13. New drllhn� aT Taduetlan aet1y1t1eS an an eXlstln , dDrlllm and Production BSite. Formatted: Indent: Left: 0.5" that is sLiVect to an approved Watershed Permit, or on sites which required a Watershed Permit under prier re�ulatians, but far which site na Watershed Permit was issued, are sabred to the requirements of Section 35.22.S.C. 'f'he applications for any authorization for gas well drilling and production listed in Subsection A ff+a�,Lnust be submitted r lip l- i r- Nt tk approved in the numerical order listed. No subsequent application shall be determined to be complete and hereby is deemed to be incomplete until all required prior applications have been approved, and no completeness determination shall be made until such prior applications have been approved. reaeD_�____Agplications for gas well drilling and production shall expire under the following circumstances: -- - Formatted: Indent: Hanging: 0.25 ", Tab 1. A Specific Use Permit, or site - specific authorization in a PD district or MPC district, stops: Not at 0.75" which was approved under prior pas well regulations expires according to its terms; 2. A Watershed Protection Permit, if applicable, expires with the expiration of a Final Gas Well Development Site Plan. Formatted: Indent: Left: 0.5 ", Hanging: 3. rel1 -A eConsolidation pPermit expires unless a 1 0.25" J complete application for a Final Gas Well Development Site Plan has been t11ed within two (2) years of the approval g,f the Consolidation Permit. 4. A Preliminary F4+kt —Gas Well Development Slte Plan expires either with the" � Formatted: Pattern: Clear (Background 1) eiration of a Consolidation Permit, or in other circumstances, unless a cam P lete application fora Final Gas Well Site Development Plan has been filed within one (1) yew ear of the date of the approval of the siitf> frht Preliminary Gas Well Develgpment Site flan. 4 5. A Final Gas Well Develgpment Site flan expires unless a con? lete application f <rr a Gas Well Permit has been filed within one (1) year of the date of approval of the Final Gas Well Site Plan. 6. A Gas Well Permit expires if the particular stage of authorized activity�� Formatted: Pattern: clear 4illit b aetiv ties (i.e., Drilling Activities or Completion Operations and Production Activities ) has-,ze not commenced within six (6) months of the date of approval of the Gas Well Permit. Formatted: Normal, Indent: Left: 0.5 ", -2 7_. The expiration of any subsequent application results in the expiration of all prior4� Hanging: 0.25 ", No bullets of numbering, approved applications for the same activity. Pattern: clear, Tab stops: Not at 0.5" Formatted. Left, Tab stops: 0 ", Left 3 35.22.3 -Required Authorization for Gas Well Drilling and Production (AL Redline 12 -8 -1414) m� l a — Formatted: Normal, Indent: Left: 0.25 ", --_---Following expiration of an approved application for gas well drilling and Hanging: 0.25 ", No bullets or numbering, Tab stops: Not at 0,5" production, new application must be submitted �-� e� * ¢ ^" T' EF. The authorizations required by this Subchapter are in addition to, and not in lieu of, any permits that may be required by any other provision of the Denton City Code or by any other government agency. _120. Legal Non - Conformity; Exceptions. Non - conformities. The provisions of Subchapter 11 are applicable to gas well drilling and production activities — except as provided hereinafter. a. For purposes of Subchapter 11, the drilling of a new gas well and associated production activities do not constitute an existing lawful use. 4- b. Every Operator of a Drilling and Production Site that has been annexed* Formatted: Normal, Indent: Left: 0.75', into the City shall register the Drilling and Production Site within 30 days of the Hanging: 0.25", No bullets or numbering, Tab effective date of the annexation. stops: Not at 0.5" + 0.75" 2 P—rrAt C. Me adoption of zoning district regulations for a Gas Well Combining District, the ii+rrp °° T „i rz�.=� � n�.uz�..�. � creation or ,. a*- amendment an 4- 24of a Combinin-) District, or "''-5 -+ tnez= -r i iE ab t e it- immendment of the permitted use tables and limit tations in Subchapter 35-5 to provide for gas well drilling and production, itea r pie e altar activities shall not affect the le Sal status <rf drillin 5 and Production activities existing5 on the effective date <,f' this amendatory ordinance. d. The adoptian crf re�ulatians f<rr desienatian crf cansolidated drilling and production sites, or the application of such regulations to existui (Y drilling and production sites shall not affect the legal status of drilling and production activities existing5 on the effective date <rfthis amendatory ordinance. e. The adoption of re(�ulations recinirin(5 setbacks from protected uses, or the application of such regulations to existing dE)nllin and PProduction aSites shall not affect the legal st <ftns <,P drillings a r?d production activities existing on the effective date of this amendatory ordinance. 2. The standards or procedures effected by this amendatory ordinance (Ordinance No. shall not affect the processin(� and approval or disapproval <,P an application f <rr a ras well permit that was pendin(� fur decision on the effective date of s�this amendatory ordinance, or any subset tri ent permit aFsplications f <rr the same (5as well, or for a ,5as well for which a (5as well permit was ap roved prior to the effective date of thise amendatory ordinance, except to the extent necessary to give effect to this subsection ses of this subsection Formatted: Left, Tab stops: 0 ", Left 35.22.3 -Required Authorization for Gas Well Drilling and Production (AL Redline 12 -8 -1414) 3. Authorizations or applications excepted under4kis, subsection 2 are subject to all gas well drilling and production standards in effect immediately prior to the effective date of the amendatory ordinance (Ordinance No. ). Ord t w++-44+e r 45. 4. To the extent that any exception provided under subsection 2 is dependent on an application pending on the effective date of an amendatory ordinance, such application must have been approved subsequently in order for the exception to apply. Formatted: Left, Tab stops: 0 ", Left 35.22.3 -Required Authorization for Gas Well Drilling and Production (AL Redline 12 -8 -1414) TI �- Formatted: Left, Tab stops: 0 ", Left 35.22.3 -Required Authorization for Gas Well Drilling and Production (AL Redline 12 -8 -1414) 35.22.4. — Consolidation Permits A. Purpose It is the intent of this section to establish a consolidated gas well site that allows reasonable exploitation of mineral resources through gas well development while minimizing to the greatest extent practicable conflicts between gas well developments and existing and future residential, commercial and industrial developments and, in particular, conflicts that arise between gas well developments and protected uses. Through approval of a Consolidation Permit, existing and future gas well development may be authorized on the best situated existing drilling and production site, while future gas well development may be restricted on other existing drilling and production sites. B. Applicability 1. Consolidation Permit. Except as provided in subsection (2), no watershed protection permit, original or amended gas well development site plan or gas well permit application may be approved for an existing drilling and production site which has not been authorized through creation or amendment of a Gas Well Combining District, unless the applicant has first obtained a gas well consolidation permit designating a consolidated drilling and production site. 2. Exceptions. A gas well consolidation permit is not required if, on the effective date of this Section, one of the following circumstances exists: a. An unexpired Gas Well Permit already has been issued for a gas well to be located on an existing drilling and production site; or b. A complete application for a Gas Well Permit has been filed for a proposed new well on an existing Drilling and Production Site and is pending for decision. If the permit application is denied, a subsequent application shall undergo consolidation review; or C. No Gas Well Permit is required for the proposed drilling or production activity, unless the Operator desires to perform re- drilling or re- completion activities so as to require compliance with this Chapter; or d. The existing Drilling and Production Site is located within an approved Master Planned Community (MPC) District, Planned Development (PD) District or is subject to a Specific Use Permit, which designates drilling and production sites and establishes rules for consolidation of gas wells on such sites consistent with the intent of this section. All separation standards in Section 35.22.8.A shall apply to any well that qualifies for an exception under this subsection. C. Application Requirements Pre - application Conference. The applicant shall schedule a conference with the Oil and Gas Inspector before filing an application for a Consolidation Permit in order to discuss alternative locations for a consolidated gas well site and available options. 2. Application Contents. The mineral lessee or operator shall be the applicant. The applicant shall designate an existing Drilling and Production Site as a consolidated well site, providing the following information: a. A property description of all lands for which applicant holds or controls the mineral lease within one mile of proposed gas well location, including areas within the City's extraterritorial jurisdiction; b. A metes and bounds description of the proposed consolidated site; C. Location of all existing, approved Drilling and Production Sites including consolidated sites, owned or under lease by the applicant within one mile of the proposed consolidated site, including areas within the City's extraterritorial jurisdiction; d. All existing and authorized wells owned, leased or operated by the applicant within one mile of the proposed consolidated site; e. The distance of the proposed Drilling and Production Site and each existing or newly planned Drilling and Production Sites described in subsections (b) through (d) to existing or approved Protected Uses. £ Separation distances drawn and labeled on the plan from each proposed well to the nearest internal boundary lines of the proposed consolidated site and separation distances from drawn between each existing or proposed well; g. A Preliminary Gas Well Development Site Plan for the proposed consolidated site, prepared in accordance with Section 35.22.6.A; h. A detailed site plan that clearly depicts the proposed consolidated site and surrounding properties that includes zoning district labels for the site and surrounding properties; notes indicating whether a Gas Well Development Site Plan, Gas Well Development Plat, Consolidated Site or an SUP was previously approved for the subject site; and dimensions of any required buffers per DDC Section 35.13.8. The Plan shall include distance measurements to Protected Uses within 1,200 feet of the site, identify Environmentally Sensitive Areas ( "ESAs ") and label any FEMA 100 -year floodplain and floodway. Flood plain information must be shown for all areas within one mile of proposed consolidated site. D. Processing of Application L Filing and Completeness Review. The application for a consolidation permit shall be filed with the Department. The application shall be reviewed for completeness by the Oil and Gas Inspector in accordance with the procedures of Section 35.16.8. 2. DRC Review. If the application is determined to be complete, it shall be sent to the DRC for review, which must be completed within 10 days of the filing of a complete application. 3. Applicant's Request for Limitation on Contiguous Leased Area. If an applicant contends that one or more areas within the contiguous area subject to mineral leases held by or under the control of the applicant should not be considered in designating a consolidated site, it shall identity such areas and present its reasons with the application for a consolidation permit. The Oil and Gas Inspector shall notify the applicant of its rights to request a special exception from the Board of Adjustment pursuant to Section 35.22.14. If an applicant chooses to appeal the matter to the Board, all further review of the Consolidation Permit application shall be suspended pending the Board's decision on the appeal. E. Criteria and Decision 1. Designation of Contiguous Leased Area. From the information submitted by the applicant, or as determined by the Board pursuant to section 35.22.3.D, the Oil and Gas Inspector shall designate the boundaries of the area subject to contiguous mineral leases owned by or under the applicant's control within one -half mile of the proposed gas well location and which constitute the area within which the request for a consolidated site will be evaluated. 2. Criteria. In evaluating an application for a Consolidation Permit, the Oil and Gas Inspector shall apply the following criteria: a. An existing Drilling and Production Site may not be designated as a consolidated gas well site if- (1) The site is located within a flood plain or other ESA; (2) The boundaries of the site are 500 feet or less from a protected use; (3) The site is located within 2,640 feet of an approved consolidated site under the control of the same operator; or (4) There is another Drilling and Production Site within the contiguous leased area that is a greater distance from protected uses; 3 b. The proposed site must be able to accommodate the number of additional wells permitted for the area subject to the mineral lease(s). The number of wells authorized for a consolidated site shall be computed at the ratio of one additional well per 20 acres subject to the lease(s), up to 32 gas wells per square mile of leased area. The number of gas wells allowed shall be reduced by the number of gas wells authorized on other existing drilling and production within the leased area, but an additional well shall be authorized for every plugged and abandoned well on another drilling and production site within the contiguous leased area. The maximum area for a consolidated site shall not exceed five acres unless the consolidated site accommodates more than one operator. The maximum area can be increased one (1) acre for each additional operator that locates wells on the consolidated site. C. The gas well administrator may not approve a consolidated site that is less than the following minimum separation distance from a protected use, relative to the size of the contiguous leased area to be restricted, unless the Board of Adjustment authorizes a lesser separation distance: Minimum Separation Distance 1000 feet 800 feet Contiguous Leased Acreage 1 -160 acres 161 -640 acres d. The site must be served by a road network that has adequate capacity to serve all proposed gas well development proposed for the site. e. In comparing the proposed site with other existing Drilling and Production Sites that meet the criteria for a consolidated gas well site, the following shall be taken into consideration: (1) Land within the mineral leasehold that is zoned for industrial purposes shall be prioritized over all other locations for the gas well consolidation permit. (2) In considering relative separation distances, residential uses shall be given preference over other Protected Uses 3. Decision. The gas well administrator shall approve or deny the permit within 5 days of receiving the report of the DRC and shall notify the applicant in writing of his decision. If the permit application is denied, the administrator shall state the reasons for denial and may state whether an alternative Drilling and Production Site within the area subject to the mineral lease(s) would qualify for designation H as a consolidated gas well site. If the permit application is approved, the Oil and Gas Inspector shall act upon the preliminary Final Gas Well Development Site Plan submitted with the application in accordance with the procedures in Section 35.22.6.B. 4. Permit Provisions. The consolidation permit shall specify the following: a. The maximum number of gas wells authorized for the consolidated site; b. Identification of the approved and recorded development plat that (i) identifies the consolidated site, (ii) the boundaries of the area within which no future drilling or production activities shall take place, and (iii) identification of the other drilling and production sites within such restricted area; and C. A statement that no new wells shall be established on other Drilling and Production Sites shown on the development plat. 5. Conditions. As a condition of granting the consolidation permit, the applicant shall: a. file a development plat for the designated contiguous leased area that: (1) vacates any existing development plats designating Drilling and Production Sites; (2) designates the consolidated site by metes and bounds description and incorporates the terms of the consolidation permit; (3) limits drilling and production activities on all other Drilling and Production Sites to existing well(s) or wells authorized under an exception to the requirements for a Consolidation Permit pursuant to subsection 35.22.4.B.2; and (4) states that no other Drilling and Production Sites may be established within the boundaries of the plat. b. The applicant shall record the development plat within 30 calendar days following approval by the Oil and Gas Inspector. C. Provide roadway improvements needed to offset the impacts of traffic from the consolidated gas well site. 6. Appeal. Appeal of the gas well administrator's denial of the consolidation permit application shall be to the Board of Adjustment pursuant to Section 35.22.14.A. 5 F. Effect of Approval. The approval of a Consolidated Permit designating a consolidated site shall have the following effects: a. All Gas Well Permit applications submitted thereafter for the consolidated site shall not be subject to the separation standards in Section 35.22.5.A.1. b. Gas well drilling and production activities on all other Drilling and Production Sites within the area subject to the development plat shall be limited to existing activities or those authorized by an exception pursuant to subsection 35.22.4.B.2. C. Surface developments will be subject to the minimum reverse setbacks from the consolidated site and from all other Drilling and Production Sites included within the area subject to the Consolidation Permit in accordance with Section 35.22.8.A.2. G. Option. An applicant for a Gas Well Permit for an existing Drilling and Production Site, in lieu of submitting the application for a Consolidation Permit as required by this Section, and following consultation with the Oil and Gas Inspector, may apply for a Gas Well Combining District pursuant to Section 35.7.16 of the Denton Development Code. C, Section 35.22.5. Watershed Permits for Gas Well Developments A. Applicability. I. A Watershed Protection Permit shall be approved prior to approval of any Gas Well Development Site Plan, Gas Well Development Plat, or Gas Well Permit that includes land in any floodplain or ESA within the corporate limits or ETJ of the city. Approval of a Watershed Protection Permit authorizes the processing of a complete application for a Gas Well Development Site Plan or Gas Well Development Plat, as the case may be, that includes land in a floodplain or ESA. 2. A Watershed Protection Permit application may be submitted simultaneously with an application for a Gas Well Development Site Plan or Gas Well Development Plat. B. Application Requirements and Processing. A Watershed Protection Permit shall be processed in accordance with the following: I. An application for a Watershed Protection Permit shall contain the following information and such information as may be required by the Development Review Committee and the Environmental Services Department, which is reasonably necessary to review and determine whether the proposed development and required facilities meet the requirements of this Subchapter and as required by the Application Criteria Manual. In addition the information shall include the following: a. A Tree Inventory Plan shall show the location of ESAs on any proposed Drilling and Production Site. b. Any request to remove tree(s) shall be accompanied by a letter from a certified geologist or engineer that indicates why the well site cannot be located to avoid the trees. If Operator has chosen to pay into the Tree Mitigation Fund, such funds shall be paid prior to final approval of a Drilling and Production Site within an ESA. c. Show location of ESAs on proposed Drilling and Production Sites. 2. All applications for Watershed Protection Permits shall be filed with the Department, who shall immediately forward all applications to the DRC for review. Incomplete applications shall be returned to the applicant, in which case the City shall provide a written explanation of the deficiencies if requested by the applicant. The City shall retain a processing fee determined by the City Council. The City may return any application as incomplete if there is a dispute pending before the Railroad Commission regarding the determination of the operator. No application shall be deemed accepted for filing until the application is complete. C. Decision. 1. Each application for a Watershed Protection Permit for gas well development shall be decided by the Director of Environmental Services following DRC review. 2. Criteria for Approval. In deciding the application for a Watershed Protection Permit, the DRC shall apply those standards set forth in Section 35.22.6.D. The DRC may attach such conditions to approval of a Watershed Protection Permit as are necessary to assure that the requirements of Subsection D are met. 3. Each Watershed Protection Permit approved by the DRC shall: a. Identify the name of each well subject to the permit; b. Specify the date on which the Permit was issued; c. Incorporate by reference all applicable standards of approval; and d. Incorporate by reference all applicable conditions of approval. D. Watershed Protection Permit Criteria The standards in this subsection are adopted pursuant to the authority granted by Texas Local Government Code, Section 551.002 and Chapter 211 and are intended to minimize adverse impacts on areas within the Flood Fringe or ESA, reduce flood damage, and lessen the potential for contaminating surface water or any water supply. 1. Location of Sites. Drilling and Production Sites shall be located outside ESAs whenever practicable to minimize adverse impacts on these areas, reduce flood damage, and lessen the potential for contaminating surface water or any water supply. 2. Riparian Buffers. For all ESAs prior to the approval of a Gas Well Development Plan: a. If a riparian buffer is designated as "fair" to "excellent" ESA, the designated protective stream buffer width as specified in Subchapter 17 of the Denton Development Code shall apply, and no encroachments shall be allowed. b. Within all areas except unstudied floodplains, if the stream is designated as a "poor" ESA, the designated width of the protective stream buffer shall be decreased by either fifty (50) percent or to the limits of the floodway whichever is greater, but in no instance shall the protective stream buffer width be decreased below twenty -five (25) feet measured each direction from the centerline of the existing channel. 3. Tree Mitigation. Tree mitigation for gas wells located in an ESA shall be required and shall be calculated on a one to one replacement value for one hundred (100) percent of the dbh of trees removed from the Drilling and Production Site. Tree mitigation shall be accomplished by planting replacement trees, within a floodplain, on -site or off -site with similar tree species or by payment into a Tree Mitigation Fund. Tree Mitigation Funds that are specific to ESA's will be kept separate from other Tree Mitigation Funds and will only be used to either acquire wooded floodplain or riparian property that remains in a naturalistic state in perpetuity, or to purchase conservation easements within riparian or floodplain areas. Funds may be used to purchase, plant, and maintain trees on public property, as long as the public property is within a riparian area or floodplain. 4. Tree Removal Any request to remove tree(s) shall be accompanied by a letter from a certified geologist or engineer that indicates why the well site cannot be located to avoid the trees. If Operator has chosen to pay into the Tree Mitigation Fund, such funds shall be paid prior to final approval of a Drilling and Production Site within an ESA. 5. Limitation on Well Heads. Only one (1) well head may be placed in the Flood Fringe or ESA under the following conditions: a. Storage tanks or separation facilities shall be constructed at least eighteen (18) inches above the established Base Flood elevation plus the surcharge depth for encroachment to the limits of the floodway having a one (1) percent chance of being equaled or exceeded in any year. b. A hydrologic and hydraulic engineering study shall be performed by a Registered Professional Engineer. The study shall be submitted to the Engineering Department in a technical report for review by the City Engineer or his designated representative. The report shall demonstrate that the proposed facilities will have no adverse impacts on the carrying capacity of the adjacent waterway nor cause any increases to the elevations established for the floodplain. When the Special Flood Hazard Areas (SFHA) on the subject site is designated as "Zone A" on the FIRM Panel, or the SFHA is not identified on the FIRM Panel, the following approximate method may be used to evaluate the impacts from gas well development. A flow rate shall be calculated using procedures set forth in the City of Denton Drainage Criteria Manual. Using Manning's Equation with an estimate of the average slope of the stream, measurements of a single irregular cross - section geometry at the well site, and the one hundred (100) year discharge rate, the average velocity and normal depth may be calculated. Calculations shall be provided for the unaltered existing channel cross - section and for the proposed modified channel cross - section and submitted to the City for review and approval prior to construction within these areas. c. No more than ten (10) percent of the floodplain, within the limits of the Gas Well Development Site Plan or Gas Well Development Plat, may be filled. 6. Additional Standards inside City Limits. For land inside the City limits, all conditions imposed by any applicable SUP, MPC District or a PD District for the land subject to the Watershed Protection Permit, as well as the standards in Section 35.22.5.17, shall apply. E. Post- approval Procedures. I If evidence from water quality monitoring efforts indicates that contamination is occurring from gas wells, the Operator shall remove, cause to be removed, or otherwise remediate contamination, as required by the Oil and Gas Inspector including but not limited to Waste Minimization Practices established by the RRC. Cleanup operations shall begin immediately. A re- inspection fee shall be charged as established by the City Council and published in the Application Criteria Manual. 2. An associated Watershed Protection Permit shall expire with the expiration of the Gas Well Development Site Plan and may not be extended prior to expiration. 35.22.65. - Watershed Protection Permits for Gas --- I Formatted Well Develo>GZments. A. Applicability. Formatted: Font: Bold -2 I. A Watershed Protection Permit shall be approved prior to approval of any Gas Well Development Site Plan, Gas Well Development Plat, or Gas Well Permit that includes land in any floodplain or ESA within the corporate limits or ETJ of the city. Approval of a Watershed Protection Permit authorizes the processing of a complete application for a Gas Well Development Site Plan or Gas Well Development Plat, as the case may be, that includes land in a floodplain or ESA. t - - -. -_l Formatted: Indent: Left: 0.5" An apphcation for a Watershed Protection Permit shall contain the following Formatted: List Paragraph, Numbered + Level: information and Such information as may be r 1 + Numbering Style: 1, 2, 3, ... + Start at: 1 + Alignment: Left + Aligned at: 0.5 + Indent at: Environmental Set-vices Department, which is reasonably necessary to review and 0.75" determine whether the )r posed devel<rpment and required facilities meet the reduirements of this Subchapter and as reduired b the lication Criteria Manual. In addition the information shall include the followingy information � Formatted Indent: Left 0 .� Formatted: List Paragraph, Numbered + Level: 1 + Numbering Style: a, b, c, ... + Start at: 1 + a. A Free IriventoTy Plan Shall ShC)W file 1CJeatiCJn of I;SAS on any proJfJSed Drilling Alignment: Left + Aligned at: 0.75' + Indent and Production Site. at: 1" - -- [ :_Indent:_ Left: 0" - - -- - - - -- - - -- b. A from a certified- — Formatted: List Paragraph, Numbered + Level: eolo�ist or engineer that indicates Why the Well site cannot be pleated to avoid 1 + Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left + Aligned at: 0.75' + Indent at: 1" the trees. If the ()aerator has chosen toy into the d'ree Vliti(5ation Fund, such funds shall be paid prior to final approval of a Drilling and Production Site within an ESA. c. Show location of ESAs on and Production Sites. for Watershed Protection Permits shall be filed with - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Department, who shall immediately forward all applications to the DRC for review. Incomplete applications shall be returned to the applicant, in which case the City shall provide a written explanation of the deficiencies if requested by the applicant. The City shall retain a processing fee determined by the City Council. The City may return any application as incomplete if there is a dispute pending before the Railroad Commission regarding the determination of the O(Verator. No application shall be deemed accepted for filing until the application is complete. decided by the Director of Environmental Services following DRC review 2. Crite rotection Permit; the DRC shall a ly those standards set forth in Section 35.22.6.D. The DRC may attach such conditions to approval of a Watershed Protection I'errnit as are necessary to assure that the requirements <,l' Subsection D ale met. 3. Each Watershed I "rotection Permit aaproved by the DRC shall: iS. 'i- 1iE;`- -�lri�. - "cescreec „I• „l• :` "1(kEPr1as°°t J'�°— £r°= rrzc }rs'.r-sar �.. `:M -ii1 + a. identifv the name of each well subject to the Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Left, Indent: Left: 0.5 ", Space After: 10 pt, Line spacing: Multiple 1.15 li, No bullets or numbering, Pattern: Clear Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: List Paragraph, Numbered + Level: 1 + Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left + Aligned at: 0.75" + Indent at: 1" Formatted: Indent: Left: 0.5” Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: List Paragraph, Numbered + Level: 1 + Numbering Style: 1, 2, 3, ... + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75 ", Tab stops: 0.5 ", Left + Not at 1" Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Indent: Left: 0 ", First line: 0 ", Tab stops: 0.5 ", Left + Not at 1" Formatted: Font: Bold -- - - - - -- -- Formatted: List Paragraph, Numbered + Level: 1 + Numbering Style: 1, 2, 3, ... + Start at: 1 + Alignment: Left + Aligned at: 0.5" + Indent at: 0.75 ", Tab stops: 0.5 ", Left + Not at 1" Formatted: Font: Bold Formatted: Indent: Left: 0 ", First line: 0 ", Tab stops: 0.5 ", Left + Not at 1" Formatted Formatted ---------------------------------------------------------- Formatted Formatted ----------------------------------------------------------------------------- Formatted: Font: Not Bold Formatted Formatted -k- bb Specify the date on which the Permit was issued; "[Formatted Formatted -------------------------- +i+- ". ncorporate by reference all applicable standards of approval; and gi Formatted ------------------------ Formatted i-k d. Incorporate by reference all applicable conditions of approval. Formatted Formatted SD. Watershed Protection n,., ,.:.,.file .a.. for- 1z7,.n.. 11,.,.. tpa OIR -WARa -FAIRO A4u Formatted ESA's. Permit Criteria Formatted Formatted The standards in this subsection are adopted pursuant to the authority granted by Texas -- Formatted: Indent: Lett: os" Local Government Code, Section 551.002 and Chapter 211 and are intended to minimize adverse impacts on areas within the Flood Fringe or ESA, reduce flood damage, and lessen the potential for contaminating surface water or any water supply. -- -- Formatted: Indent: Hanging: 0.25', Tab a. Tt,o „+ n 6 ,a n e ,hall apply to Trip:.,, .,a U,eEkletie1 s4e stops: 1 ", Left .-„to limits 444@ Git. „ P@Qt,,., 41;i , tl,o RTT „Ftl,o C';t, 4P@t4t,,.4 b---1. Location of Sites. Drilling and Production Sites shall be located outside ESAs— — Formatted: Indent: Lett: 0.5" whenever practicable to minimize adverse impacts on these areas, reduce flood damage, and lessen the potential for contaminating surface water or any water supply. 2. Riparian Buffers. For all -ESAs prior to the approval of a Gas Well Development — Formatted: Normal, Indent: Left: 0.5', Plan: Hanging: 0.25', No bullets or numbering, Tab stops: Not at 1" + 1.25' tea. If a riparian buffer is designated as "fair" to "excellent" ESA, the designated- - -- Formatted: Indent: Left: 0.75', Hanging: protective stream buffer width as specified in Subchapter 17 of the Denton 0.25', Tab stops: Not at 1.5 Development Code shall apply, and no encroachments shall be allowed. — __ — Formatted: Indent: Hanging: 0.25' fib. Within all areas except unstudied floodplains, if the stream is designated as ate-- Formatted: Indent: Left: 0.75', Hanging: "poor" ESA, the designated width of the protective stream buffer `shall be 0.25', Tab stops: Not at 1.5 decreased by either fifty (50) percent or to the limits of the floodway whichever is greater, but in no instance shall the protective stream buffer width be decreased below twenty -five (25) feet measured each direction from the centerline of the existing channel. — — Formatted: Indent: Left: 0.75' e3. Tree Mitigation. Tree mitigation for gas wells located in an ESA shall be required Formatted: Indent: Left: 0.5 ", Tab stops: and shall be calculated on a one to one replacement value for one hundred (100) 0.75', Left + Not at 1" percent of the dbh of trees removed from the Drilling and Production Site. Tree mitigation shall be accomplished by planting replacement trees, within a floodplain, on -site or off -site with similar tree species or by payment into a Tree Mitigation Fund. Tree Mitigation Funds that are specific to ESA's will be kept separate from other Tree Mitigation Funds and will only be used to either acquire wooded floodplain or riparian property that remains in a naturalistic state in perpetuity, or to purchase conservation easements within riparian or floodplain areas. Funds may be used to purchase, plant, and maintain trees on public property, as long as the public property is within a riparian area or floodplain. U r l tiet shall eeimini the fel' �Te�t�- appric -aa�� g l; ;.,.a t A T,-oo IQ @t4wr 121at �,L,�11 �,L,.... tl,o lReatiRp „F RQ A s oa 4-4. Tree Removal Any request to remove tree(s) shall be accompanied by a letter - - Formatted: Indent: Lett: 0.5, Tab stops: Not from a certified geologist or engineer that indicates why the well site cannot be at 1.25" located to avoid the trees. If Operator has chosen to pay into the Tree Mitigation Fund, such funds shall be paid prior to final approval of a Drilling and Production Site within an ESA. 5. Limitation on Well Heads. Only one (1) well head may be placed in the Flood Fringe or ESA under -- -- Formatted: Indent: Lett: 0.5, Tab stops: Not the following conditions: at 1" -- Formatted: Indent: Hanging: 0.25' tea. Storage tanks or separation facilities shall be constructed at least eighteen— - Formatted: Indent: Lett: 0.75 ", Tab stops; (18) inches above the established Base Flood elevation plus the surcharge depth Not at 1.25' for encroachment to the limits of the floodway having a one (1) percent chance of being equaled or exceeded in any year. 4b. A hydrologic and hydraulic engineering study shall be performed by a Registered Professional Engineer. The study shall be submitted to the Engineering Department in a technical report for review by the City Engineer or his designated representative. The report shall demonstrate that the proposed facilities will have no adverse impacts on the carrying capacity of the adjacent waterway nor cause any increases to the elevations established for the floodplain. When the Special Flood Hazard Areas (SFHA) on the subject site is designated as "Zone A" on the FIRM Panel, or the SFHA is not identified on the FIRM Panel, the following approximate method may be used to evaluate the impacts from gas well development. A flow rate shall be calculated using procedures set forth in the City of Denton Drainage Criteria Manual. Using Manning's Equation with an estimate of the average slope of the stream, measurements of a single irregular cross - section geometry at the well site, and the one hundred (100) year discharge rate, the average velocity and normal depth may be calculated. Calculations shall be provided for the unaltered existing channel cross- section and for the proposed modified channel cross - section and submitted to the City for review and approval prior to construction within these areas. c. No more than ten (10) percent of the floodplain, within the limits of the Gas Well Development Site Plan or Gas Well Development Plat, may be filled. -- — Formatted: Indent: Left: 0 ", Tab stops: Not at 0.75" rie shall lb t F �ha-11 b s 9j3C3r�2zxvzx9 9�hi�r�vcg- tH— iiimx2Eliac213�f�— i2-- 1ii9�0E�xv'r'rz22 .mar— v�E�li%g2� —&..i 6. Additional Standards inside City Limits. For land inside the City limits, all conditions imposed by any applicable SUP, MPC District or a PD District for the land subject to the Watershed Protection Permit, as well as the standards in Section 35.22.51, shall apply. I If evidence from water quality monitorin( efl «rts indicates that contamination is occnrrin(5 fron7 (5as wells, the ()aerator shall remove, cease to be removed, or inclndin(� bat not lin7ited to Waste Minimir.ation I�ractices established by the I�1�C. Cleanna operations shall bed in immediately. A re- inslsection fee shall be cllar ed as established by the City Council and published in the Application Criteria Manual. Well Devel<rpn7ent Site flan and may not be extended prior to expiration. Formatted: Indent: Left: 0 ", First line: 0" Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font color: Auto Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Tab stops: 0.75 ", Left Formatted: Tab stops: 0.75 ", Left + Not at 1" 35.22.6. Gas Well Development Site Plans A. Preliminary Gas Well Site Plan 1. Applicability An application for a Preliminary Gas Well Development Site Plan must accompany a request for a Gas Well Combining District. The application will not be deemed complete until a decision has been rendered on the Gas Well Combining District. A request for an amendment to an existing Gas Well Development Site Plan approved prior to the effective date of this amendatory ordinance (Ordinance No. ) shall also require submittal of an application for a Preliminary Gas Well Development Site Plan, and may require submittal of an application for a Consolidation Permit. If an application for a Consolidation Permit is required, the application for the Preliminary Gas Well Development Site Plan will not be deemed complete until a decision has been rendered on the Consolidation Permit. 2. Application Requirements a. A cover page that includes a vicinity map of the Drilling and Production Site; a Sheet Index that identifies the number of Exhibits with titles for each (exhibit titles shall begin with the word `Exhibit' and include the respective letter); the Project Title; the date of preparation; the preparer, operator, and property owner's names; space for the City project number; and a signature block for both the Gas Well Administrator and the City Secretary; b. A map showing transportation route and road for equipment, supplies, chemicals, or waste products used or produced by the gas operation. The map shall include a list of the length of all public roads that will be used for site ingress and egress and the water source proposed for both the drilling and fracturing stages, showing whether the water is to be hauled or piped to the site; c. A site plan of the Drilling and Production Site showing clear site boundary lines and the location of all on -site improvements and equipment, including: tanks, pipelines, compressors, separators, and other appurtenances in relation to the boundaries of the site; d. A legal description of the proposed Drilling and Production Site; and e. An Erosion and Sediment Control Plan. Exhibit must include contact information; a physical site description including: land uses, general vegetation and surface water in near proximity; topography /contour lines both pre- and post - construction; hydrologic analysis including: stormwater directional flow, outfalls, water well related structures and water sources; receiving waters; soils; project narrative with general timeline; well pad site plan including: fueling areas, waste disposal containers, hazardous materials storage, and product and condensate storage tanks ; soil stabilization and erosion control measures including: list of selected stormwater measures, site map of selected stormwater measures locations and final stabilization plans; solid waste management plan, septic /portolet location; and maintenance plan for stormwater controls including schedule and transfer of ownership provision. See Gas Well Erosion and Sediment Control Plan Guidance Document for details. f Upon the decision by the City Council or Gas Well Administrator, a copy of the approved Gas Well Combining District or Consolidation Permit, together with a copy of the approved Watershed Protection Permit, where applicable. 3. Procedures and Criteria a. Processing of application. An application for a Preliminary, Final or Amended Gas Well Development Site Plan shall be processed in accordance with the requirements of Section 35.16.19 of the DDC, and shall be decided by the Oil and Gas Inspector. b. Criteria. The Oil and Gas Inspector shall approve the application if it meets the following standards: i. The application is consistent with the Gas Well Combining District or Consolidation Permit and any conditions incorporated therein. ii. The application is consistent with any applicable SUP, MPC or PD site specific authorization, or Watershed Protection Permit and any conditions incorporated therein. iii. The application meets applicable requirements of section 35.22.8. iv. The size of the Drilling and Production Site is not more than five (5) acres in size, unless such requirement has been modified under the terms and conditions of a Gas Well Combining District. c. Conditions. The Oil and Gas Inspector may impose conditions that assure compliance with the terms of the prior approvals or standards of this Subchapter. 4. Effect. Upon receipt of an approved Preliminary Gas Well Development Site Plan, the operator may commence construction of a gas well drilling and production site. Following construction of the site, the operator is authorized to submit an application for a Final Gas Well Development Site Plan. B. Final Gas Well Site Plan 1. Applicability. A Final Gas Well Development Site Plan is required following construction of the Gas Well Drilling and Production Site and prior to issuance of any Gas Well Permit. 2. Application Requirements a. A mapping exhibit with an accurate legal description of the as -built Drilling and Production Site that was prepared and certified by a Registered Professional Land Surveyor of the State of Texas. Provide closure sheet of bearings and distances used in legal description. The exhibit shall include exact location, dimension, and description of all existing public, proposed, or private easements, and public right -of- way within the lease area, intersecting or contiguous with its boundary, or forming such boundary. Describe and locate all permanent survey monuments, pins, and control points and tie and reference the survey corners to the Texas State Plane Coordinate System North Central Zone 1983 -1999 datum. Provide proposed pipeline route —note that a separate application may be necessary if the proposed route encroaches onto any public easement, right -of -way or land owned by the City of Denton; b. A Landscape Plan. The project review planner will determine if a buffer is required based on the adjacent land use(s). If Planner determines buffer is required, then a landscape plan must be submitted in accordance with the City of Denton's Landscape Plan Checklist. Not every Drilling and Production Site requires a landscape plan; and c. A Tree Survey, for sites with trees. If trees are not present, provide an aerial image for verification. The date of the tree survey must be no greater than two years prior to the Gas Well Development Site Plan application date. d. A copy of the approved Preliminary Gas Well Development Site Plan. 3. Procedures and Criteria a. Processing of application. An application for a Final Gas Well Development Site Plan shall be processed in accordance with the requirements of Section-35.16.19 of the DDC, and shall be decided by the Oil and Gas Inspector. b. Criteria. The Oil and Gas Inspector shall approve the application if it meets the following standards: i. The application is consistent with the approved Preliminary Gas Well Development Site Plan. ii. The application meets applicable standards in Section 35.22.8. c. The Final Gas Well Development Site Plan shall incorporate all conditions required by prior approvals. 4. Effect. The approval of a Final Gas Well Development Site Plan authorizes the operator to apply for a Gas Well Permit and other permits required before commencement of drilling activities on the Drilling and Production Site. C. Amended Gas Well Site Plan If the operator proposes to do any of the following, amended Preliminary and Final Gas Well Development Site Plans shall be required. The applications shall be reviewed and decided in the same manner as the original application: I. Relocate the boundaries of the Drilling and Production Site. 2. Relocate proposed gas wells in relation to the boundaries of the approved Drilling and Production Site 3. Change the access road(s) or the location of the access road(s) 4. Change the location of built structures within the approved Drilling and Production Site. 35.22.6. Gas Well Development Site Plans Style Definition: List Paragraph: Font: (Default) Calibri, Space After: 0 pt, Add space between paragraphs of the same style, Line -A- A. Preliminary Gas Well Site flan spacing: single --------------------------------------------------------------------------------------------- Formatted: Left Indent: Left: 0" 1. licabili gi - PP----- 1, Formatted Formatted: Font: 11 pt, Font color: Auto, 4-.---A An application for a Preliminary Gas Well Development Site Plan Border:: (No border) Formatted: Left, Indent: Left: 0.5 ", Hanging: �=Y1 0.25", Space After: 10 pt, Pattern: Clear, Tab `h4 stops: Not at 0.5" 2m17.5t Formatted: Font: 11 pt, Font color: Auto, aecompany a rec nest for a Gas Well ' rr Border:: (No border) \_ 4!ertl3it-- CombinlnO District . the application 434 - `- - `- - -- ` kC- c�M-�t� Formatt ed: Font: 11 pt, Font color: Auto, 6;f� T11 r,r d1 s Border:: (No border) -- ----------------------------------------------------------- Formatted: Font color: Black z:---- ,hr°°• P�.�- `cc'�ci:�ii'r..u- �s� ' ` :H -it1 -= - -. 1 e- I- l>--- ��1- i�t- i�ltrl� _ e1 - ? +4 will not be 4e4efn ieJ -tc3 deemed complete until= a decision has been r , , ins (sas Well Development �1t Ilantap rAovedlprst for the at 1" Hanging: Left. 0.5" stops: Not amendment fo pan exlst n t e Gas e om inin� r he 0 3 Formatted: Indent: effective date of this amendatory ordinance (Ordinance No. )shall also require submittal of an application for a Preliminary (r`as Well Development Site Plan and ma recuire submittal of an application for a C onsolidation Permit. If an application for a 4e+4 °i -�--T' +Ae, * IeR+ii �C onsolidation Permit is re(Luired, the application for the Preliminary Gas Well Development Site flan will not be deemed complete until a decision has been eve-��a- lend ere d on the Consolidation Permit Formatted: Font: 11 pt, Font color: Auto, l ,,,1 „1 Border:: (No border) z---- �� - °<-2. A�ry�llc itia n Rc.�luire;mc.nts 3x1,.1 T11 S Formatted: Font: 11 pt, Border:: (No border) �: a Sheet Index that identifies the number of Exhibits with titles for each (exhibit titles Shall begin, with *42FE4gi n ands its _'r the respective letter);. the 4. �a� ���¢ ^� �` I�roject Iitle: the date of I etaration: the Darer. operator., and nronerty Formatted: Font: 11 pt, Border:: (No border) ------------------------------------------------------------------------------------------------------------- Formatted: Font: 11 pt, Border:: (No border) Formatted: Font: 11 pt, Border:: (No border) Formatted: List Paragraph, Indent: Left: 0.75 ", Hanging: 0.25 ", Don't adjust space between Latin and Asian text, Don't adjust space between Asian text and numbers, Pattern: Clear -------------------------------------------------------------------------------------------------------------- Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) Formatted: Font: 11 pt, Border:: (No border) Formatted: Font: 11 pt, Border:: (No border) --------------------------------------------------------------------------------------------------------------- Formatted: Font: 11 pt, Border:: (No border) 113P�r 'T "f� owner's names slate for�the City r�a "3 Formatted: Font: 11 pt, Border:: (No border) :R- **- r''. , 4R-* ° , o --- -44 fi dam' a ' t troje ct number; and a -- Formatted: List Paragraph, Don't adjust space signature block for both the rl� ,1rr�Cats Well Admmtshttoitnd the between Latin and Asian text, Don't adjust t t'6 -- space between Asian text and numbers, C ity Secretary Pattern: Clear, Tab stops: Not at 1" hA b, T mif showm� tianstoitition route. and1� V `�F — — — Formatted: Font 11 pt Border (No border) Formatted. Font. 11 pt, Border.. (No border) £3�E9tY��x3tiee ' '¢vd32ir- -mil£' �c ! ��, s hl; ! - � . ] 1 � � �a�Eraoa for �Ftr —rrr— i Y Formatted: Font: 11 pt, Font color: Auto, uipment. su plres. chemicals or waste Products used of Produced by Border:: (No border) thus operation. The mal shall include a lrst� of the Formatted: Font: 11 pt, Border:: (No border) len *t� h of all �'epubltc ro atds that will be used for site, mire and 9 Formatted: Font: 11 pt, Border:: (No border) Formatted Font: 11 t Border No border dress and the water source pro for both the drrllin� and fracturmr" stages. p ( -- -- - -- -- - - -- -- -- showin whether the water is to be 4..SRT -eft u ed or Prped to the site: Formatted: Font: 11 pt, Border (No border) Formatted: Font: 11 pt, Border:: (No border) c. A site flan of the I7ri11ing and Production Site showing clear site boundary lines and the< Formatted: Font: 11 pt, Border:: (No border) location of all Boon site mpio�ements and cguipmcnt. including a"Y� - -- ?' -� -- - - - -- Formatted: Font: 11 pt, Border:: (No border) tanks l iPelines compressors. Formatted• Font: 11 pt Border: (No border) sep rr rtors. and oth r aurtenances m relation to -- -- -- — � � Formatted: List Paragraph, Don't adjust space €, i+*�thc boundaries of the, site between Latin and Asian text, Don't adjust �\\ ,. space between Asian text and numbers, Pattern: Clear intion of the fk:°-- i- r"rc°e`.s*ez�`r'rcr."ri'r• "! 11z �t �'r`irsc°r'c'�v-cr Production Site; and J "°,- se°c`..- scams?,- ic:'as- •. - -. xx.c, c c, .�cn -c Formatted: Font: 11 pt, Border:: (No border) Formatted: Font: 11 pt, Border:: (No border) Formatted: Font: 11 pt, Border:: (No border) Formatted: Font: 11 pt, Border:: (No border) Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) Formatted: Font: 11 pt, Border:: (No border) Formatted: Indent: Left: 0.75 ", Hanging: 0.25 ", No bullets or numbering, Don't adjust space between Latin and Asian text, Don't adjust space between Asian text and numbers, Pattern: Clear, Tab stops: Not at 1.25" Formatted: Font: 11 pt, Border:: (No border) Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) 3=e. in Erosion rnd 5udrment C ontrol Pl rn. I xhrbrt must rnclude contact inform �rtion: a Formatted: Font: 11 pt, Font color: Auto 1ysical site description includrng: land uses general �ugutatton and surface water in near nrc>xmity: ta:> ray /contour lines both pre- and nc>st- cc>nstnictic>n: lyyclrc>Ic>ic analvsis includine: stormwater directional flow. outfalls. water well related structures and water sources:, receiving waters: soils, project narrative with general timeline: w l pad sit plan including: fueling areas, wart disposal containers. hazardous materials storage. and f roduct and condensate storage tanks ;soil stabilization and erosion control measures including: list of selected stormwater measures. site map of selected stormwater measures locations and final stabliraticxY plans; solid waste management elan. septic /lcxtc> let location; and maim Hance lan for stormwater controls including schedule and transfer of ownership lrc>viscxY. See Gas W 11 Erc>scnY and iediment C'c>ntrol Plan Guidance Document for details. i�f, ,.. -. +:r" c°°iii= i,�c.�- i- .- .x -c-cc • 4'tr., - 1 _,.scric°a,- ite1.! ,! - . ' 4.sc' °crr"rc • art , �t � i-�ik .. ��4'PiTCt f G'�YiE'Cd"tiY$ "'C' 4�ff' 9" G[ �'YCG''r'P�G'Y'SAV�YCYYZCf2'Y2' _ L41 s i�r� --are fat GUpe>n the decisexY l�v th+C'ty C'e>uncl en- Gas Well Lldministraten-. a ce>py e>f the approved Gas Well Combining District or Consolidation Permit. together with a copy of the approved Watershed Protection Permit where applicable. 3. Procedures and Criteria Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) Formatted: List Paragraph, Indent: Left: 0.75 ", Hanging: 0.25 ", Don't adjust space between Latin and Asian text, Don't adjust space between Asian text and numbers, Pattern: Clear �i,. Processing ofMt1 Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) 4--a j)plication. An application for a Preliminary, Final or Amended Gas Well Development Site Plan shall be processed in accordance with the reduirements of Section 35.16.19+ffaffn- L- r-fcrteg- of the DDC , and shall be decided by the oil and Gas Insp ector. -------- - -- ----- ---- -- - ---- --- - - b. Criteria. The if it meets the -f-Formatted: Font: 1-1 pt,-Font color-: Auto ---------------- following standards i. The; arplicai on is consistent with the Caas Well C ombining District or C onsolidation Permit and any conditions �incor orated th�erein ----- ------- --- ---- - ---- --- - - - ----- ---- - - ------- - --------- Formatted: Font: 11 pt, Font color: Auto D -------------------------- --------------------------------- conditions incur orated therein. iii 'The application meets "REIcable regturenents of section 35.22.8. (5) acre -in [Formatted: Font 1-1 pt, ---Font --color: --Auto ----------------- I unless such requirement s Well Combining District. c. Conditions. The e with the terms ofLt�herior approvals �orstan�dards of�thisSubc�hater. 4. Effect. F7pon receipt <,l' an approved Irrelin7inal-y Csas Well Developn7ent `site Ilan, the o erator may commence et)nstrl7etlCJn ofa gas well dri Formatted. Font color: Auto Following an application for a Final Gas Well Development Site Plan. B. Final Gas Well Site Plan I _Applicability, A Final Cias W ll I7evelc>pment Site flan is required f>Ilc>wng ccxistructcxi c>f the Gas Well Drilling and Production Site and rrior to issuance of any Cans Well Permit. 2. _Application Requirements a. A magi r exhibit with in accut tte le al descriptuxi c>f th as built I7tilling ind Productrcxi -t-Formatted: ----- --- ---- - ---- --- - - - ----- ---- - - ------- - ---------- - - - - -- Font: -- 1 -- 1 pt, -- Font -- color: Auto, Site that Border: (No border) of -lexas. Provide closure sheet of bearings and distant s used in legal descrintic>n. 'I he exhibit shall include exact location, dimension. and description of all existing public, ase area. intersecting or contiguous with its boundary. or forming such boundary. Describe and locate all anent survey monuments. ties. and control points and tie and reference the survey corners to the Texas State Plane Ccxxdinate ystem North Central 7cxie 1983 -1999 datum. Provide necessary if the proposed route encroaches onto any—v2hlic easement. ----------- . r -i& j it-of-way- or land- owned- I.Ty- the -City of Dento_n. b. A Landscape Plan. The project review planner will determine if a buffer is required based on the ad P1111, —11-st w Demon's Landscape Plan Checklist. Not every be submitted in accordance with the Cjky A I Drilling and Production Site requires c. A 'I"ree Survey. f:x sites with trees. If trees are nc)t present. provide an aerial image fa:>r verification. The date of the tree survev must be no ereater than two vears prior to the Gas Well Development Site flan application date. d. A copy of the approved preliminary Gas Well Development Site plan. 3- procedures and Criteria shall be processed in accordance with the recauirernents of Section-35.16.19 of the DDC, and shall be decided by the Oil and Gas Inspector. iS. i-l3E;`- -�lri�. - "cescreec „I• „l• :` "1(kEPr1as°°t J'�-- £r°= rrzc }rs'.i-sar ).. `:M -ii1 Criteria. The Oil and Gas Inspector shall approve the application if it meets the f:)llc)win standards: i. I'he application is consistent with the anprc)ved preliminary Gas Well I7evelc)Hment Site Plan. ii. The application meets applicable standards in Section 35.22.8. c. The Final Gas Well Devel opment Site flan shall incoraorate all conditions recguired 1.7 nria:)r I 4. Effect. I'he apprc)val c)f a Final Gas Well I7evelc)pment Site flan authcnves the operatcx- to appl fy a:>r a Gas Well permit and c)ther Hermits required bef:xe ccxnmencement c)f drilling activities on the Drilling and production Site. C. Amended Gas Well Site plan If the o. erator proposes to do any of the following, amended preliminary and Final C)as Well I7evelc)Hment Site Flans shall be required. The applcaticnas shall be reviewed and decided in the same manner as the original application: 1. Relocate the boundaries of the Drilline and production Site. Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) Formatted: List Paragraph, Indent: Left: 0.5 ", Hanging: 0.25 ", Don't adjust space between Latin and Asian text, Don't adjust space between Asian text and numbers, Pattern: Clear, Tab stops: Not at 1" Formatted: Space After: 10 pt, Pattern: Clear, Tab stops: Not at 0.75" 2. Rely cats f ra f a sed *as wells 1n relatia n to the ba undaries a f the o f ra ved Drilling and Production Site 3. Change. the 4W=� Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) 47 access road �or the -n�� of �L� +t-- e4y4 Change the ithin the Ref+,i+4 4--N-44 44aa- �4RG44F4,f�e� 4i-*f Reffn,4- Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) Formatted: Normal, Left, Indent: Left: 0.25", Hanging: 0.25", No bullets or numbering, Pattern: Clear, Tab stops: Not at 1.25" Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) I ----------------- -------------------------------------- Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) -------------------------------------------------------------- Formatted: Font: 11 pt, Font color: Auto, Border: : (No border) ........................................................................... Formatted: Font: 11 pt, Font color: Auto Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) Formatted: List Paragraph, Indent: Left: 0.5", Hanging: 0.25", Don't adjust space between Latin and Asian text, Don't adjust space between Asian text and numbers, Pattern: Clear, Tab stops: Not at 1" Formatted: Left, Indent: Left: 0.25", Space After: 10 pt, Tab stops: Not at 1" -'—' - –I Formatted: Font: 11 pt, Font color: Auto, and Border:: (No border) Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) L-}fic.r- 'c`ra- rnc°rn -TC°ar Production . Site,. — Formatted: Font: 11 pt, Font color: Auto, Border:: (No border) I z°°°- rhrrrzi -.ti- „tr., ,! iA7 „tr., �•!-, u- e� :�`rii°s�crix"= rYlz$Y c `- `rrxei° }rac -c,� ii-?iri-iii- fmr"rc'° d^�`c4 Formatted: Font: 11 pt, Not Bold, Font color: Auto, Border:: (No border) Formatted: Left, Indent: Left: 0 ", Space After: 10 pt 35.22.7. - Gas Well Permits A. Applicability and Exceptions 1. Any person, acting for himself or acting as an agent, employee, independent contractor, or servant for any person, shall not engage in the drilling, re- drilling or production of gas wells within the corporate limits of the City without first obtaining a Gas Well Permit issued under this Subchapter. 2. A Gas Well Permit is issued in two stages. The first stage authorizes an Operator to commence Initial Drilling Activities. The second stage authorizes an Operator to commence Completion Operations and Production Activities. 3. A Gas Well Permit shall not be required for exploration for gas. Exploration of gas means geologic or geophysical activities, including, but not limited to surveying and seismic exploration not involving explosive charges, related to the search for oil, gas, or other sub - surface hydrocarbons. A seismic permit is required for impact -based exploration. 4. A Gas Well Permit shall not, however, constitute authority for the re- entering and drilling a well. Re -entry and drilling of a well shall require a new Gas Well Permit. All re- drills require a new and separate Gas Well Permit. B. Application Requirements Applications for Gas Well Permits shall include the following: 1. A completed form provided by the City that is signed by the applicant; 2. The application fee. 3. A copy of the Gas Well Combining District or Consolidation Permit, or a copy of the applicable SUP, PD or MPC District site specific approval. 4. A copy of the Final Gas Well Development Site Plan; and 5. The information required by the Application Criteria Manual, unless such information has been previously provided to the City. C. Procedures and Criteria. 1. Processing of application. All applications for Gas Well Permits shall be filed with the Department who shall immediately forward all applications to the DRC for review. Incomplete applications shall be returned to the applicant, in which case the City shall provide a written explanation of the deficiencies if requested by the applicant. The City shall retain a processing fee determined by ordinance. The City may return any application as incomplete if there is a dispute pending before the Railroad Commission regarding the determination of the Operator. 2. Criteria. The Oil and Gas Inspector shall approve the application if it meets the following standards: a. The application is consistent with the approval Final Gas Well Development Site Plan and any conditions incorporated therein. b. The application meets applicable standards of Section 35.22.8. c. The application is in conformance with the insurance and security requirements set forth in Subsection 35.22.9 and Subsection 35.22.10. 3. Conditions. The Oil and Gas Inspector may not release the approved Gas Well Permit until after the Operator has provided: a. The security required by Subsection 35.22.10; b. Upon the Operator paying the required Road Damage Remediation Fee that will obligate the operator to repair damage excluding ordinary wear and tear, if any, to public streets, including but not limited to, bridges caused by the operator or by the Operator's employees, agents, contractors, subcontractors or representatives in the performance of any activity authorized by or contemplated by the approved Gas Well Permit; and 4. Contents of Permit. Each Gas Well Permit issued by the Oil and Gas Inspector shall: a. Indicate whether Initial Drilling Activities or Completion Operations and Production Activities are authorized; b. Identify the name of each well and its Operator; c. Specify the date on which the Oil and Gas Inspector issued each Permit; d. Specify the date by which drilling shall commence, otherwise the Permit expires (such date shall not be less than 6 months after the date of issuance). e. Specify that if drilling is commenced before the Permit expires, the Permit shall continue until the well covered by the Permit is abandoned and the site restored; £ Incorporate, by reference, the insurance and security requirements set forth in Subsection 35.22.8 and Subsection 35.22.9; g. Incorporate, by reference, the requirement for periodic reports set forth in Subsection 35.22.11 and for Notice of Activities set forth in Subsection 35.22.13; K h. Incorporate the full text of the release of liability provisions set forth in Subsection 35.22.8.A.1; i. Incorporate, by reference, the conditions of the applicable Gas Well Combining District or Consolidation Permit, or if applicable, the terms of the SUP, MPC or PD District site specific authorization or Watershed Protection Permit to which the Gas Well Permit is subject. j. Incorporate, by reference, the information contained in the Permit application; k. Incorporate, by reference, the applicable rules and regulations of the RRC, including the applicable "field rules "; 1. Specify that no drilling operations (including the construction of internal private access roads) shall commence until the operator has provided the security required by Subsection 35.22.9; m. Contain the name, address, and phone number of the person designated to receive notices from the City, which person shall be a resident of Texas that can be served in person or by registered or certified mail; n. Incorporate by reference all permits and fees required by the Fire Code; o. Incorporate the well's RRC permit number and the American Petroleum Institute (API) number; p. Incorporate, by reference all other applicable provisions set forth in the DDC; and q. Contain a notarized statement signed by the Operator, or designee, that the information is, to the best knowledge and belief of the Operator or designee, is true and correct. r. Contain a statement that the Operator is required to comply with all applicable federal and state laws and regulations, which the City will verify compliance as part of its periodic inspections. s. Contain a statement that the Operator acknowledges and voluntarily consents to be inspected by the City to ensure compliance with this Subchapter, the DDC, the City Code, and applicable state and federal laws. 5. Denial of Permit a. The decision of the Oil and Gas Inspector to deny an application for a Gas Well Permit shall be provided to the operator in writing within ten (10) days after the decision, including an explanation of the basis for the decision. 3 b. If an application for a Gas Well Permit is denied by the Oil and Gas Inspector, nothing herein contained shall prevent a new Permit application from being submitted to the City for the same well. D. Expiration of Gas Well Permit. 1. A Gas Well Permit is valid for six (6) months and shall automatically expire, unless the particular stage of authorized gas well drilling and production activity has commenced prior to expiration. 2. If a Gas Well Permit has been issued by the City but the particular stage of authorized gas well drilling and production activity has not commenced prior to the expiration of the permit, the permit shall not be extended unless a special exception has been approved by the Board of Adjustment pursuant to 35.22.16; however, the Operator may reapply for a new permit. 3. If Completion Operations and Production Activities have commenced prior to the expiration of the Gas Well Permit issued by the City for that particular activity, the permit shall continue, and Operator shall be subject to an Annual Inspection and Administration Fee. 4. If gas well drilling and production activities have commenced for either stage of gas well and production activities following issuance of a Gas Well Permit by the City before the expiration date, the approved Drilling and Production Site and all activities shall be subject to inspections by the City to ensure compliance with terms and conditions of the Gas Well Permit and all applicable standards of the DDC. E. Transfer of Gas Well Permit. A Gas Well Permit may be transferred by the Operator with the written consent of the City if the transfer is in writing signed by both parties, if the transferee agrees to be bound by the terms and conditions of the transferred Permit, if all information previously provided to the City as part of the application for the transferred Permit is updated to reflect any changes, and if the transferee provides the insurance and security required by Section 35.22.9 and Section 35.22.10. The insurance and security provided by the transferor shall be released if a copy of the written transfer is provided to the City and all other requirements provided in this subsection are satisfied. The transfer shall not relieve the transferor from any liability to the City arising out of any activities conducted prior to the transfer. M 35.22.7. - Gas Well €-. e>r°mits AA. Applicability and I xce tions � �.at 0 5" Not .� l contractor, or or servant for himself or person, shall not as an engage agent, the drib employee, independent- Formatted: Indent: Lett. 0.5 ", Tab stops: c)r production of gas wells within the corporate limits of the City without first obtaining a Gas Well Permit issued under this Subchapter. Formatted: Indent: Left: 0.5 ", Hanging: 4'2.A Gas Well Permit is issued in two stages. The first stage authorizes an Operator to* 10.25 " commence Initial Drilling Activities. The second stage authorizes an Operator to Formatted: Indent: Left: 0.5 ", Tab stops: Not commence Completion Operations and Production Activities. xxn eii ,, Oas xxL,.rr at 0.5" --- ---g, testifig, Stte preparatteR - ---= =- ---a Of figS Of ----- Jafft4efieS, flldggifig Mid ik r Formatted: Indent: Left: 0.5 ", Hanging: G3. A Gas Well Permit shall not be required for exploration for gas. Exploration of gas 0.25" means geologic or geophysical activities, including, but not limited to surveying and Formatted: Indent: Left: 0.5 ", Tab stops: Not " seismic exploration not involving explosive charges, related to the search for oil, gas, at 0.5 or other sub - surface hydrocarbons. A seismic permit is required for impact -based exploration. Formatted: Indent: Left: 0.5 ", Hanging: _ however, constitute authority for the re- entering and- 0.25 I4 drilling l well hallshrequire lnot, �a well. Re -entry and drilling of a -,, ; ' Formatted: Indent: Left: 0.5 ", Tab stops: Not a new Gas Well Permit. All re- drills require a new and [at o.5" separate Gas Well Permit. 4--13. Application Retiuirements Applications for Gas Well Permits shall b r��include the following: 1. �l�tlr�,r- ��a- Sao =-aYar A completed form provided by the City; l tll 13 that is signed by the it r— 4 licant; 4 k*e7 foe 44L-2. The application fee,. - - . Formatted Tab stops 0 75 Left - - -�,, ° ^ ^' 3.A L copy of the Gas Well Combining District or Consolidation Permit, or a .................. . copy of the applicable SUP, PD or MPC Districtor- sitc specific approval. Final Gas Well Development Site Plan; and 4. A c(My-Lfthc Fir indent: Left: 0.5" Hanging'. No bullets or numbering 0.25", ............. ------ ------------------------------------------------------- 6--Sh4k++e4ff4e44+45. The information required by the Application Criteria Formatted: Indent: Left: 0.5", Hanging: - Manual, unless s uch information has been previously provided to the City. 0.215" C. Procedures and Criteria. 1. Processing of a d with the Department who shall unniedrately forward all applications to the QRC for review. Incomplete E lications shall be returned to RLI the applicant, which case casethe City shall provide a written explanation <,1' the dc,liciencies if requested by the {�nplicant. "1'he City shall retain a processin(� fee determined by ordinance. "1'he City re the Railroad Commissian re�ardin� the determination of the aOperator. 2. Criteria. The Oil and Gas Inspector shall approve the application if it meets the follow-im, standards: a. "1'he application is consistent with the approval Final Csas Well Development Site Plan and any conditions incorporated therein. b. Tl application meets applicable standards oP Section 35.22.5. c. The application is in conformance with the insurance and security requirements set forth in Subsection 35.22.9 and Subsection 35.22. 10. 3. Conditions. The Oil I Permit until after the operator has provided: a "1'he security re(�tiiredb�,Stibsec�tioii 35.22.10, b. Upon Re+AFee that will oblio ate the operator to repair damage excluding ordinary wear and tear, if anu , to public streets including but pat limited to bridges caused by subcontractors or representatives in the peri <rrmance <,1' any activity authorize d by or contemplated by the, approved. Csas Well Permit; and. 4. Contents of Permit. Each Gas Well Permit issued by the ()il and Csas Inspector shall: a. Indicate whether Initial Drilling Activities or Completion Operations and Production Activities are authorized, b. Identify the name of each well and its Qnerator c�. Slsecily the date on which the C)il and. Csas Inslsector issued each Permit; de. Specily the date by which drillin(� shall commence, otherwise the Permit expires (such date shall not. be less than C months niter the date <,I' issuance). e4 �Secif Specify if �drilhn is commenced before the Permit expires, the Permit shall continue until the well covered by the Permit is abandoned and the site restored- fe-. I requirements set forth in Subsection 35.22.8 and Subsection. 35.22.9y F.,.,td. N. underline, Font .I., Auto €g. Incor orate, b�refer�cnce t�here( requirement for periodic reports set —forth in Subsection 35.22.11 and for Notice of Activities set forth in Subsection 35.22.1-23 h.Inc<rrperrate the firll text <,f the release <,f liability )visions set forth in Subsection 35.22 _8 A 1 ih. I Well Combinimy District or Consolidation PD District site h the Gas Well Permit is subject. Inc<rmcrrate, Iry reference, the ini <armation contained in the Permit application; +k. Inc<rrperrate, by reference, the applicable rules and lations of the _RRC i!2L�Iudmu the �ahc�ablc �fi�cldrules�� kl. Specify that no drilling operations (including the construction cif internal linli—te access roads security required Iry Subsection 35.22.91 Im. Contain the name, address, and phone nun7ber <,f'the person desi(rnated to receive notices from the served iLi.Iserson <rr by r gvstered or certified nyul ffill. Incrrrperrate by reference all permits and fees required by the Fire C ode; 1+0.1 troleurn Institute (API number 2E Incor orate Iry reference all other applicable pr<rvisions set f <rrth in the DDC and q Contain a notarized statement signed by the Operator, or desr�nc e, at the i is true and correct. r Contain a statement that the Operator is required to comply with all Mlicable federal and state as part. <,P its periodic inspections. s. Contain a statement that the Operator acknowledges and voluntarily consents to be inspected by the City to ensure compliance with this Subchapter, the DDC, the City Code, and applicable state and federal laws. 5. Denial of Permit a. The decision of the Oil and Gas Inspector to den y in application for a Gas, Well ------------------ - -------- Permit decision, including an ex lanation <,I'the basis I <rr the decision. b. II' an application I <rr a Csas Well Permit is denied Iry the ()il and Csas Inspector, Li.(2tInn& herein contained shall prevent a new I'errnit application from being submitted to the City for the �well. D.D. --IIX �lratlon ration of Permit I. A Gas Well Permit is s the particular stai2e of authorized Lyas well drillinLy and production activity has-,,e commenced prior to expiration. 2. If a Gas Well Permit has been issued-by-the- City but the particular stage of authorized was well drilling and production activit�hase not commenced prior to the [ration of the permit, the permit shall not be extended unless a special exception has been approved by the E4oard of Adrustment pursuant to 35.22.16; however, the Operator may reapply t<rr a new permit. 3. If Completion Operations and Production Activities have commenced prior to the expiration <,Pthe Csas Well Permit issued by the City for that particular activity the permit shall continue, and Operator shall be subject to an Annual Inspection and Administration IFee 4- If gas well drilling and production have comnenccd for either stage of a well and production activities followino iSSMInce of Gas Well Permij �bthe Citbel®rethe expiration date, the approved Drilling and Production Site and all activities shall be subject to inspections by the City to ensure compliance with terms and conditions of the Gas Well Permit and all applicable standards of the DDC. E. Transfer of Gas Well Permit. Gas Well nsent of the City if the transfer is in writi the terms and conditions of the transferred Permit if all information previously provided to the for the transferred Pernut is updated to reflect any chan(5es, and if the transferee pr�avides the insurance and security required by `iection 35.22.9 and Section 35.22. 10. The insurance and securrtyjjEjyjded by the transferor shall be released r recluiren7ents pr<avided in this subsection are satisfied. "1'he transfer shall not relieve the transfer<rr from any liability to the C ity arisin( out <af any activities conducted pri<rr to the transfer. Formatted: Indent: Left: 0.25', Hanging: 0.25" -------------------------------------------------------------------------------------------------------------------- Formatted: Font: Not Bold, Font color: Black 35.22.8. - Standards for Gas Well Drilling and Production. The drilling and production of gas wells within the City limits shall be subject to the following standards. A. Separation standards. 1. Well Setbacks a. No new gas well may be located on an approved Drilling and Production Site that is within twelve hundred (1,200) feet of any Protected Use, or freshwater well currently in use at the time a complete application for a Gas Well Permit is filed, or within twelve hundred (1,200) feet of any lot within a previously platted residential subdivision where one (1) or more lots have one (1) or more habitable structures, unless the gas well drilling and production site has been approved under a Gas Well Combining District pursuant to Section 35.7.16, or has met the criteria for a Consolidation Permit under section 35.22.4. b. Except where more stringent separation distances are specified, the minimum separation distance between a Drilling and Production Site subject to this subsection and all other habitable structures other than those listed in 35.22.8.A.l.a, shall be five hundred (500) feet. In the case where the habitable structure is an industrial use, the minimum separation distance may be reduced to not less than two hundred fifty (250) feet if the owner of the industrial use consents to the reduction in a notarized written waiver. c. The minimum separation requirement established in 35.22.8.A.2.a above may be reduced via the granting of a variance by the Zoning Board of Adjustment. Except that the Zoning Board of Adjustment shall not reduce the minimum separation distance to any less than five hundred (500) feet. d. Separation distances shall be measured from the boundary of the Drilling and Production Site identified on the Gas Well Development Site Plan, in a straight line, without regard to intervening structures or objects, to the closest exterior point of any structure occupied by a Protected Use, or freshwater well currently in use at the time a complete application for a Preliminary Gas Well Development Site Plan is filed, or the closest lot line of any undeveloped Protected Use lot within a proposed subdivision plat. e. The separation standards of this section apply to a site containing a compressor station. 2. Reverse Setbacks a. A reverse setback is the distance that a proposed use or structure other than uses or structures associated with gas well development must be separated from an approved Drilling and Production Site. A reverse setback is measured by the rules in Section 35.22.8.A.l.d. b. A Protected Use may not be located within six hundred (600) feet of a consolidated site established by a Gas Well Combining District or by approval of a Consolidation Permit pursuant to Section 35.22.4. A Protected Use may not be located within three hundred (300) feet of all other Drilling and Production Sites, provided that the Protected Use is not served by a freshwater well that is located within twelve hundred (1,200) feet of the Drilling and Production Site. d. All other habitable structures may be located within the distance prescribed by the Fire Code from the Drilling and Production Site. B. Prohibited or Restricted Locations, Uses and Activities No gas well drilling and production sites are allowed in the FEMA designated one hundred (100) year floodway. A Drilling and Production Site is not allowed within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville except upon approval of a Specific Use Permit. 2. No gas well drilling and production sites shall be allowed on slopes greater than ten (10) percent. Location of a gas well drilling and production site in a FEMA- designated flood fringe area or in another ESA designated on the map adopted by the City requires approval of a watershed permit subject to the requirements of section 35.22.6. No storage tanks or separation facilities shall be placed in the flood fringe or other ESA except in accordance with Subsection 35.22.6.D.5.a. 4. No gas well drilling and production site shall be located within any of the streets or alleys of the City or streets or alleys shown by the current Denton Plan. No street shall be blocked or encumbered or closed due to any exploration, drilling, or production activities unless prior consent is obtained from the City Manager, and then only temporarily. Nothing in this Section is intended to prevent an operator from drilling directionally to reach a target or bottom hole that is located beneath a prohibited or restricted site. Gas wells may have a target location or bottom -hole location that is under the floodway, an ESA or within one thousand two hundred (1,200) feet of the flood pool elevation of lake Ray Roberts or Lake Lewisville when the gas well is drilled directionally from a location outside such areas. 6. No refining process, or any process for the extraction of products from gas, shall be carried on at a Drilling and Production Site, except that a dehydrator and separator may be maintained on a Drilling and Production Site for the separation of liquids from gas. Any such dehydrator or separator may serve more than one well. Gas Processing Facilities shall require a Specific Use Permit. 7. No person shall place, deposit, or discharge (or cause or allow to be placed, deposited, or discharged) any oil, naphtha, petroleum, diesel, gasoline, asphalt, tar, hydrocarbon substance, or any refuse, including wastewater or brine, from any gas operation or the contents of any container used in connection with any gas operation in, into, or upon any public right -of -way, storm drain, ditch or sewer, sanitary drain or sewer, any body of water, or any private property within the corporate limits of the City of Denton. 8. No Operator shall excavate or construct any lines for the conveyance of fuel, water, or minerals on, under, or through the streets or alleys or other land of the City without an easement or right -of -way license from the City, at a price to be agreed upon, and then only in strict compliance with this Subchapter, with other ordinances of the City, and with the specifications established by the Engineering Department. 9. The digging up, breaking, excavating, tunneling, undermining, breaking up, or damaging of any public street or leaving upon any public street any earth or other materials is prohibited. Construction activities or deposition of any materials or objects creating an obstruction within limits of public right -of -way or easements are prohibited unless the Operator has first obtained written approval from the Engineering Department and, if applicable, has filed a right -of -way use agreement, and then only if in compliance with specifications established by the Department. 10. No pit shall be used or maintained for storage of oil or oil products or oil field fluids, or for storage or disposal of oil and gas wastes. 11. No Class II injection wells shall be located within the City of Denton. C. Site Layout and Design Requirements. The following requirements apply only within City limits. 1. Entrance Gate and Lighting. An entrance gate shall be required. Street lighting shall be required pursuant to Section 26 -76 of the Utility Code of the Code of the City of Denton, Texas or the sign identifying the entrance to the drill site or operation site shall be reflective. Directional lighting shall be provided for the safety of gas well drilling, completion and production operations and shall be installed and operated in a fashion designed to disturb adjacent developments in the least possible manner. 2. Fencing and Landscaping. Fencing, buffering, landscaping and screening shall be required on Drilling and Production Sites. All required fencing, landscaping, 3 buffering and screening must be installed in accordance with the approved Landscape Plan within one - hundred and eighty (180) days after initial drilling of the first approved well. Landscaping and screening shall also be required for sites for Compressor Stations. Landscaping and screening shall comply with the same requirements for Drilling and Production Sites as set forth in this Subchapter and in the DDC. Should the Operator decide to fence in gathering and transmission lines or compressor stations, or both, Operator shall install the fencing in accordance with Subchapter 13 of the DDC. 3. Signage. a. A sign shall be immediately and prominently displayed at the gate of the temporary and permanent Drilling and Production Site. Such sign shall be made of durable material and shall be maintained in good condition. The sign shall have a surface area of not less than 2 �/2 by 2 1/2 feet or more than 4 by 4 feet and shall be lettered in minimum -inch lettering and shall include the following information: i. A statement identifying that there is /are gas well(s) at the Drilling and Production Site, together with the Well Identification Number(s), American Petroleum Institute well number(s) and any other well designation(s) required by the RRC; ii. Name of Operator; iii. Operator's telephone number; iv. Operator's business mailing address; v. Address of Drilling and Production Site; vi. The number for emergency services (911); vii. Telephone numbers of two persons responsible for the well who may be contacted 24 hours a day in case of an emergency; and viii.A statement that reads as follows: "This site may be the subject of further drilling and production and /or hydraulic fracturing." Further, if the Drilling and Production Site has been approved as a Consolidated Site, then there shall be an additional statement that identifies the maximum number of authorized gas wells. ix. The telephone number of the City's Gas Well Division for citizens to call with questions, concerns or complaints. M b. Permanent weatherproof signs reading "DANGER NO SMOKING ALLOWED ", in both English and Spanish, shall be posted at the entrance of each Drilling and Production Site or in any other location approved or designated by the Fire Marshal. Sign lettering shall be four inches in height and shall be red on white background or white on red background. Each sign shall include the emergency notification numbers of the City Fire Department and the Operator, well and lease designations required by the RRC. 4. Painting. All installed, mounted, and /or permanent equipment on Drilling and Production Sites shall be coated, painted, and maintained at all times, including the wellhead, gas processing units, pumping units, storage tanks, above - ground pipeline appurtenances, buildings, and structures, in accordance with applicable guidelines adopted by The Society for Protective Coatings (SSPC). In addition, the following standards are applicable: a. Protective coatings and paints shall comply with any applicable State or City requirements. In absence of any such requirement, protective coatings and paints shall be of a neutral color that is compatible with the surrounding environment. b. All exposed surfaces of the identified equipment must be coated and painted, and free from rust, blisters, stains, or other defects. 5. Electric Lines. All electric lines to production facilities shall be located in a manner compatible to those already installed in the surrounding areas or subdivision. 6. Screening. All Drilling and Production Sites shall be screened with an opaque decorative masonry fence that shall be no less than eight (8) feet in height. a. In lieu of this requirement, an alternative fence that is compatible with the area surrounding the Drilling and /or Production Site may be approved by the Director of Planning and Development. b. Required fencing must be located within three hundred (300) feet of all equipment necessitating fencing requirements under this Subchapter. 7. Lift Compressor Location. Any lift compressor which is installed within an approved Drilling and Production Site shall be located at least twenty -four (24) feet from the outer boundary of the site. 8. Storage Tanks and Separators. a. An Operator is allowed to construct, use, and operate such storage equipment and separation equipment as shown on the approved Gas Well Development Site Plan, except that permanent storage equipment and separation equipment may not exceed eight (8) feet in height. 5 b. The use of centralized tank batteries is permitted as shown on the applicable Gas Well Development Site Plan. 9. Trash Locations. Any rubbish or debris that might constitute a fire hazard shall be removed to a distance of at least 150 feet from the vicinity of any well, tank, or pump station. D. Site Development Standards 1. Hydraulic Fracturing. Commencing on the January 15, 2013, except as provided in sub - paragraph (v) of this section, for each well completion operation with hydraulic fracturing: a. For the duration of flowback, recovered liquids shall be routed into one or more storage vessels or re- injected into the Well or another Well, and the recovered gas shall be routed into a gas flow line or collection system, re- injected into the Well or another Well, used as an on -site fuel source, or used for another useful purpose that a purchased fuel or raw material would serve, with no direct release to the atmosphere. If this is infeasible, the requirements in sub - paragraph (c) of this paragraph shall be followed. b. All salable quality gas shall be routed to the gas flow line as soon as practicable. In cases where flowback emissions cannot be directed to the flow line, the requirements in sub - paragraph (c) of this section shall be followed. c. Flowback emissions shall be captured and directed to a completion combustion device, except in conditions that may result in a fire hazard or explosion, or where high heat emissions from a completion combustion device may negatively impact waterways. Completion combustion devices must be equipped with a reliable continuous ignition source over the duration of flowback. d. Releases to the atmosphere during flowback and subsequent recovery shall be minimized. e. The requirements of sub - paragraphs (a) and (b) shall not apply to: i. Each well completion operation with hydraulic fracturing at a gas well meeting the criteria for wildcat or delineation well. ii. Each well completion operation with hydraulic fracturing at a gas well meeting the criteria for non - wildcat low pressure gas well or non - delineation low pressure gas well. C� 2. Soil Sampling. Soil sampling shall be required for all new Drilling and Production Sites. Soil sampling shall be subject to the following requirements: a. Upon application for an Oil and Gas Well Permit, soil sampling shall be conducted prior to the commencement of any drilling at the proposed Drilling and Production Site to establish a baseline study of site conditions. A minimum of one soil sample shall be taken at the location of any proposed equipment to be utilized at the Drilling and Production Site to document existing conditions at the Drilling and Production Site. b. A licensed third party consultant shall be utilized to collect and analyze all pre- drilling and post- drilling soil analyses. The cost of such consultant shall be borne by the Operator. c. Soil samples must be collected and analyzed utilizing proper sampling and laboratory protocol from a United States Environmental Protection Agency or Texas Commission on Environmental Quality approved laboratory. The results of the analyses will be addressed to the City and a copy of the report shall be provided to the Operator and surface estate owner. The analyses will include the following analyses at a minimum: TPH, VOCs, SVOCs, Chloride, Barium, Chromium and Ethylene Glycol. d. Post - drilling soil samples shall be collected and analyzed after the conclusion of drilling of each well. Subsequent to the drilling of each well, periodic soil samples shall be taken as determined by the Oil and Gas Inspector during inspection events to document soil quality data at the Drilling and Production Site. Samples shall include, but not be limited to, areas where removed equipment was located. Results of the analyses shall be provided as described in Subsection D.2.c. e. Whenever abandonment occurs pursuant to the requirements of the RRC and as referenced in 35.22.5.F.9, the Operator so abandoning shall conduct post production soil sampling within three (3) days after equipment has been removed from the Drilling and Production Site to document that the final conditions are within regulatory requirements. Results of the analyses shall be provided as described in Subsection A.2.c. £ If any soil sample results reveal contamination levels that exceed the minimum state or federal regulatory levels, the City shall submit the soil sample results to the appropriate state or federal regulatory agency for enforcement. 3. Pits. All pits shall be lined and shall be designed, constructed, and installed in accordance with the liner standards set forth by the RRC. Any new Drilling and Production Sites proposed after January 15, 2013 shall utilize a closed -loop mud 7 system. The following additional standards shall apply to pits within a Drilling and Production Site. a. The type of pit used in drilling operations shall be specified at the time of permitting. The Oil and Gas Inspector may perform a contamination assessment for any reserve pit, completion/work -over pit, drilling fluid disposal pit, fresh makeup water pit, mud circulation pit, washout pit, or water condensate pit. The following concentrations for contaminants will be used to determine if contamination exists within any materials in the pits: Compound Concentration limit TPH 15 mg /L BTEX 500 µg /L Benzene 50 µg /L From 30TAC 321.131.138 If concentrations exceeding these values are detected, the operator shall remove, cause to be removed, or otherwise remediate contaminants, to below the limits provided herein. Cleanup operations shall begin immediately. Cleanup activities that do not begin within twenty -four (24) hours of notification by the oil and gas inspector shall be considered a violation of this Subchapter. b. Only freshwater -based mud systems shall be permitted. Saltwater -based mud systems and oil -based mud systems are prohibited. c. Chloride content of fluids held in pits may not exceed three thousand (3,000) milligrams per liter. d. No metal additives may be added to any drilling fluids. e. All fluid produced from the well during completion of production shall be held in enclosed containers while stored on the property. f. All fluids shall be removed ( "de- watering ") from the pits within thirty (30) days of completion of drilling operations. g. The pit and its contents shall be removed from the premises within ninety (90) days after completion of the drilling of a well; provided, however, that the permittee may apply for a ninety (90) -day extension from such requirements based on showing of good cause, necessity to maintain said pit, inclement weather, or other factors. The City may designate a period of time shorter than the ninety (90) -day extension set out herein. h. All pits shall be backfilled in accordance with the following schedule. The Director of Planning and Development may grant permission for a pit to remain at the site if the surface property owner submits a written request. (i) Reserve pits and mud circulation pits shall be dewatered within 30 days and backfilled and compacted within ninety (90) days of cessation of drilling activities. (ii) All completion/workover pits used when completing a well shall be dewatered within thirty (30) days and backfilled and compacted within one hundred and twenty (120) days of well completion. (iii)All completion/workover pits used when working over a well shall be dewatered within thirty (30) days and backfilled and compacted within one hundred and twenty (120) days of completion of re -work operations. (iv)Basic sediment pits, flare pits, fresh mining water pits, and water condensate pits shall be dewatered, backfilled, and compacted within one hundred and twenty (120) days of final cessation of use of the pits. i. Each operator must submit to the City a water conservation plan for uses of water. The plan must provide information in response to each of the following elements. (i) A description of the use of the water in the production process, including how the water is diverted and transported from the source(s) of supply, how the water is utilized in the production process, and the estimated quantity of water consumed in the production process and therefore unavailable for reuse, discharge, or other means of disposal; (ii) If long -term, five (5) to ten (10) years, water storage is anticipated, quantified five -year and ten -year targets for water savings and the basis for the development of such goals; (iii) A description of the device(s) and /or method(s) within an accuracy of plus or minus 5.0% to be used in order to measure and account for the amount of water diverted from the source of supply; X, (iv) Leak - detection, repair, and accounting for water loss in the water distribution system; (v) Application of state -of -the -art equipment and /or process modifications to improve water use efficiency; and (vi) Any other water conservation practice, method, or technique which the user shows to be appropriate for achieving the stated goal or goals of the water conservation plan. 4. Erosion and Sediment Controls. Erosion and sediment control practices shall be conducted for all gas wells. The Operator shall comply with the Erosion and Sediment Control Plan as approved by the City. E. Operations and Equipment Standards. The following requirements apply only within City limits. 1. Nuisances. Adequate nuisance prevention measures shall be taken to prevent or control offensive odor, fumes, dust, noise and vibration. 2. Vapor Recovery Units. a. Vapor recovery equipment is required for facilities not included under Rule §106.352 of TAC Title 30, Part 1, Chapter 106, Subchapter O; or its successor regulation. b. An Operator shall notify the Oil and Gas Inspector within two (2) days after the first sale of gas from a well. 3. Compliance with Rules and Regulations. The Operator shall at all times comply with the applicable rules and regulations of the RRC including but not limited to all applicable Field Rules. 4. Debris. The Drilling and Production Site and site access road shall at all times be kept free of debris, pools of water or other liquids, contaminated soil, weeds, brush, trash or other waste material outside the Drilling and Production Site. 5. Venting and Flaring. There shall be no venting or flaring of gases in residential areas except as allowed by the RRC or TCEQ. If venting or flaring is allowed by the RRC or TCEQ, a permit must be obtained from the Fire Marshal in accordance with the Fire Code. Further, the venting or flaring activities shall not be located closer than twelve hundred (1,200) feet from any Protected Use, unless: (1) a setback variance has been granted pursuant to 35.22.5; or (2) if practical and if approved by the City Fire Marshal, ground flaring that is wholly enclosed or screened with a masonry wall. Except in the case of an emergency, gas well flaring shall only be conducted during day -time hours. 10 6. Vehicle Placement. Vehicles, equipment, and machinery shall not be placed or located on a Drilling and Production Site (or on any public street, alley, driveway, or other public right -of -way) in such a way as to constitute a fire hazard or to unreasonably obstruct or interfere with fighting or controlling fires. 7. Time of Fracturing. Fracturing operation shall be scheduled to occur during daylight hours unless the Operator has notified the Oil and Gas Inspector that fracing will occur before or after daylight hours to meet safety requirements. 8. Pneumatic Drilling Pneumatic drilling shall not be permitted. F. Safety Requirements. The provisions of this section shall apply within the corporate limits of the City of Denton. 1. The drilling and production of gas and accessing the Drilling and Production Site shall be in compliance with all state and federal environmental regulations. 2. Gathering Lines a. Each Operator shall place pipeline marker sign at each point where a flow line or gathering line crosses a public street or road. b. Each Operator shall place a warning sign for lines carrying H2S (Hydrogen Sulfide) gas as required by the Railroad Commission. c. All flow lines and gathering lines within the corporate limits of the City (excluding City utility lines and franchise distribution systems) that are used to transport oil, gas, and /or water shall be limited to the maximum allowable operating pressure applicable to the pipes installed and shall be installed with at least the minimum cover or backfill specified by the American National Safety Institute Code, as amended. 3. Operating Pressure. Each well shall be equipped with an automated valve that closes the well in the event of an abnormal change in operating pressure. All wellheads shall contain an emergency shut off valve to the well distribution line. 4. Control Device. Each storage tank shall be equipped with a level control device that will automatically activate a valve to close the well in the event of excess liquid accumulation in the tank. 5. Storage Tanks. a. All storage tanks shall be anchored for stability. 11 b. As required by the Fire Code, all storage tanks shall be equipped with either steel or concrete secondary containment systems including lining with an impervious material. The secondary containment system shall be of a sufficient height to contain one and one -half (11/2) times the contents of the largest tank in accordance with the Fire Code. Drip pots shall be provided at pump out connections to contain the liquids from the storage tank. 6. Outdoor Storage Areas. Outside storage areas shall be equipped with a secondary containment system designed to contain a spill from the largest individual vessel. If the area is open to rainfall, secondary containment shall be designed to include the volume of a twenty -four (24) -hour rainfall as determined by a twenty -five (25) -year storm and provisions shall be made to drain accumulations of ground water and rainfall. 7. Lighting System. Drilling and Production Sites shall be equipped with a lightning protection system, in accordance with the City's Fire Code and the National Fire Association's NFPA -780. In addition, tank battery facilities shall be equipped with a remote foam line and a lightning arrestor system. 8. Hazardous Materials Management Plan. A Hazardous Materials Management Plan shall be on file with the Fire Marshal. Any updates or changes to this plan shall be provided to the Fire Marshal within three (3) working days of the change. All chemicals and /or hazardous materials shall be stored in such a manner as to prevent, contain, and facilitate rapid remediation and cleanup of any accidental spill, leak, or discharge of a hazardous material. Operator shall have all material safety data sheets (MSDSs) for all hazardous materials on site. All applicable federal and state regulatory requirements for the proper labeling of containers shall be followed. Appropriate pollution prevention actions shall be required and include, but are not limited to, chemical and materials raised from the ground (e.g., wooden pallets), bulk storage, installation and maintenance of secondary containment systems, and protection from storm water and weather elements. 9. Plugged and Abandoned Wells. All wells shall be plugged and abandoned in accordance with the rules of the RRC; however, all well casings shall be cut and removed to a depth of at least ten (10) feet below the surface unless the surface owner submits a written agreement otherwise. Three (3) feet shall be the minimum depth. After the well has been plugged and abandoned, the Operator shall clean and repair all damage to public property caused by such operations within thirty (30) days. In addition, the Operator shall: a. Submit a copy of its RRC Form W -3A (Notice of Intention to Plug and Abandon) and Form W -3 (Plugging Record) to the Inspector within two (2) business days of filing with the RRC; b. Notify the Oil and Gas Inspector of the intention to plug and abandon a well at least twenty -four (24) hour prior to commencing activities; and 12 c. Submit to the Oil and Gas Inspector the surface hole locations in an acceptable Geographic Information System (GIS) format to accurately map and track well locations. The GIS data may be submitted with an initial Gas Well Permit application or with the annual administrative report. Submission of GIS location data is only required once. d. Submit a copy of a soil sampling analysis as required by Subsection 35.22.5.D.2 . 10. Reclamation Plan. Operators must close each Drilling and Production Site in a manner that minimizes the need for care after closure. To achieve this requirement, the site shall be reclaimed to the condition identified on the Site Reclamation Plan, as nearly as practicable. In the event development encroaches up to the property after drilling and production activities, a reasonable rehabilitation alternative may be approved by the City to ensure the reclaimed site is compatible with the surrounding properties. 11. Pits shall always be operated with a minimum of at least two (2) feet of freeboard above the contents within it. 12. Pit Fencing. For safety reasons, fencing shall be installed to restrict access to a reserve pit or other type of open pit utilized in gas well drilling operation at a drill site within the corporate limits of the City. 13. Catchment Basins. Drip pans, catchment basins and other secondary containment devices or oil absorbing materials shall be placed or installed underneath all tanks, containers, pumps, lubricating oil systems, engines, fuel and chemical storage tanks, system valves, connections, and any other areas or structures that could potential leak, discharge, or otherwise spill hazardous or solid materials. . 14. Clean -up After Completion. After the well has been completed the Operator shall clean and repair all damage to public property caused by such operations within thirty (30) days. 15. Clean -up Operations. After any spill, leak or discharge, the Operator shall remove or cause to be removed all contamination and associated waste materials. Clean -up operations shall begin immediately. 16. Water Conservation Plan. Each operator must submit to the City a water conservation plan for uses of water. The plan must provide information in response to each of the following elements. a. A description of the use of the water in the production process, including how the water is diverted and transported from the source(s) of supply, how the water is utilized in the production process, and the estimated quantity of water consumed 13 in the production process and therefore unavailable for reuse, discharge, or other means of disposal; b. If long -term, five (5) to ten (10) years, water storage is anticipated, quantified five -year and ten -year targets for water savings and the basis for the development of such goals; c. A description of the device(s) and /or method(s) within an accuracy of plus or minus 5.0% to be used in order to measure and account for the amount of water diverted from the source of supply; d. Leak - detection, repair, and accounting for water loss in the water distribution system; e. Application of state -of -the -art equipment and /or process modifications to improve water use efficiency; and f. Any other water conservation practice, method, or technique which the user shows to be appropriate for achieving the stated goal or goals of the water conservation plan. 14 35.22.53. - Standards for Gas Well Drilling and Production. ., —The drilling and production of gas wells within the City limits shall be subject to the- -� Formatted: Indent: Left: 0.25 ", First pine: 0 ", following standards. Tab stops: Not at 0.5" - Formatted Indent: Left 0 25 4A.Separatlon standards 4 ' - Formatted: Font: Not Bold _ � Formatted: Indent: Left: 0.25 ", Tab stops: 1. Well Setbacks Not at 0.75" a. No new has well may be located on an ap roved Drilling and Production Site +nay 4e - -k+e that is within twelve hundred (1,200) feet of any Protected Use, or freshwater well currently in use at the time a complete application for a Gas Well i I'kPermit is tiled, or within twelve hundred (1,200) feet of any lot within a previously platted residential subdivision where one (1) or more lots have one (1) or more habitable structures— unless the gas well drilling and production site has been approved under a iras Well Combining District pursuant to Section 35.7.16, or has met the criteria for a sConsolidation pPermit under section 35.22.4. b. Except where more stringent separation distances are specified, the minimum separation distance between a Drilling and Production Site subject to this subsection and all other habitable structures other than those listed in 35.22.5.A. La, shall be five hundred (500) feet. c. The minimum separation requirement established in 35.22.5.AA2.a above may be reduced via the granting of a variance by the Zoning Board of Adjustment. Except that the Zoning Board of Adjustment shall not reduce the minimum separation distance any less than five hundred (500) feet. In the case where the habitable structure is an industrial use_ the minimum separation distance may be reduced to not less than two hundred fifty (250) feet if the owner of the industrial use consents to the reduction in a notarized written waiver. ed. Separation distances shall be measured from the boundary of the Drilling and Production Site identified on the Gas Well Development Site Plan, in a straight line, without regard to intervening structures or objects, to the closest exterior point of any structure occupied by a Protected Use, or freshwater well currently in use at the time a complete application for a Preliminary Gas wWell JQevelopment sSite pPlan is filed, or the closest lot line of any undeveloped Protected Use lot within a propose— €e. The separation standards of this section apply to a site containing a compressor station. Formatted: Indent: Left: 0.75 ", Hanging: 2. Oft-Reverse Setbacks 0.25 ", Tab stops: 1 ", Left a. A reverse setback is the distance that a ro osed use or stnrcture other than uses or structures associated with (5as well devel<apn7ent must be separated fron7 an approved Drilling and pPr<aductioll_ smote, A reverse setback is measured by the rules in Section 35.22.5.A. I .d. b. A Protected Use may not be located within six hundred (600) feet of a consolidated site established by a isas Well Con�binin 5 District or bproval <,P a c-Consolidation pPennit pursuant to Section 35.22.4. c. A Protected Use may not be located within three hundred (300) feet of all other Drrllin� and Production Sites, provided that the Protected Use is not served by a_ freshwater well that is located within twelve hundred (1 200) feet of the dDrrlling and Production sSite. d. All other habitable stnrctores may be located within the distance prescribed by the Fire Cade from the dDrillinu and pProduction sSite. B. Prohibited or Restricted Locations Uses and Activities I No 5as well drilling and production sites are allowed in the I'FN1A designated one hundred (100wear flaodway A Drilling and Production Site is not allowed within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray R<,berts or Lake Lewisville except a on approval <,P a Specific Use Permit. 2. No ,has well drilling and production sites shall be allowed on slo s greater than ten (10) percent. Formatted. Font: Not Bold ---------------------------------------------------------------- Formatted: Font: Not Bold 3. Location of a pas well drilling and production site in a I'FNIA- designated flood frin 5e area or in another I SA designated on the neap adopted by the City requires approval of a watershed permit suboject to the�reguirements of section 35.22.6. No [F Font: Not Bold st fnnue or other FSA except in accordance with Subsection 35.22.6.D.5.a. 4 Na was well drilling and production site shall be located within any of the streets or alleys oP the City or streets or alleys shown by the current Denton Plan. No street shall be blocked or encumbered or closed due to anv exploration, drillin((, or_production activities unless prior consent. is obtained fron7. the Cit 1Vlana�5cr, and then only temporarily. 5. Nothint in this Section is intended to prevent an operator from drillin( directionally to reach a target or bottom hole that is located beneath a prohibited or restricted site Gas wells may have a target k�catian or bottom -hole krcatian that is under the floodway an ESA or within one thousand two hundred (1,200 feet of the flood pool elevation of lake lay Roberts or bake Lewisville when the (5as well is drilled directionally from. a location outside stroll areas. 6. No refinin3 process, or anNprocess for the extraction of products from gas. shall be carried on at a DrillinG and Production Site, except that a dehydrator and separator may be maintained on a Drilling and Production Site for the separation Of liquids from asAny such dehydrator or separator may serve more than one well. Gas ProcessinG Facilities shall require a Specific Use Permit. 7. No person shall place deposit, or discharge {or cause or allow to be placed, posited, or discllar) any oil, naphtha, petroleum, diesel, gasoline, as 1Lr 1rlt� tar, h ydrocarbon substance, or any refuse, including wastewater or brine from arty &! operation or the contents of any container used in connection with any (Yas operation in, int<a, or upon any public right -of=way, storm drain, ditch or sewer, sanitary drain or sewer, any body of water, or any private propc,rfy within the corporate limits <rf the City <rPI)enton. 8. No Operator shall excavate or constnrct any lines f <rr the conveyance <af fuel, water, or minerals on under, or through the streets or alleys or other land of the City without an easement or ri(5ht -of =way license from the City, at a price to be creed upon, and then only in strict compliance with this Subcllaptc,r, with other ordinances of the Citv. and with the specifications established by the En(5ineerin(5 Iartment. 3, I he di€€ ur7. breal�in€ excav mint , tunnelin ;t, undermrmnt , breakin€ ur7. car Formatted: Font: +Body, 11 pt, Font color: 1 darnavrn s of an pUblic street or leaven pop anKpUbhc Street any earth or other Auto, Border:: (No border) J materials is prohibited. Construction activities or deposition of any materials or objects creating an obstruction within limits of public right -of -way or easements are prohibited unless the Operator bas first obtained written approval from the En sineering Department and if ap rlicable, has filed a r. uht- of-way use agreement, and then only if in compliance with specifications established by the Department. 10. Formatted: Indent: Lett: o.s ", Hanging: 0.5^ flurds or for storage or disposal of oil and was wastes 11. No Class II infection wells shall be located within the City of Denton. [Formatted: Indent: Left: 0.5 ", Hanging: 0.5 ", .C. Site Layout and Desion I2eguit ements. The following requirements apply only within Tab stops: 1 ", Left J City limits. Formatted: Indent: Hanging: 0.5 ", Tab stops: 1 Not at 0.75' J a- 1 Entrance irate and Lighting An entrance gate shall be required. Street lighting- - � Formatted: Indent: Left: 0.5, Tab stops: Not shall be required pursuant to Section 26 -76 of the Utility Code of the Code of the City at I" of Denton, Texas or the sign identifying the entrance to the drill site or operation site shall be reflective. Directional lighting shall be provided for the safety of gas well drilling, com letion and production operations and shall be installed and operated in a 1 {rshion designed to distarb adjacent devel<rpments in the least possible manner. a Formatted: Indent: Hanging: 0.25' 43---2. Fencing and Landscapiny_ Fencing, buffering, landscaping and screening shall be- Formatted: Indent: Lett: 0.5', Tab stops: Not required on Drilling and Production Sites. All required fencing, landscaping, at I" buffering and screening must be installed in accordance with the approved Landscape Plan within one - hundred and eighty (180) days after initial drilling of the first approved well. Landscaping and screening shall also be required for sites for Compressor Stations. Landscaping and screening shall comply with the same requirements for Drilling and Production Sites as set forth in this Subchapter and in the DDC. Should the Operator decide to fence in gathering and transmission lines or compressor stations, or both, Operator shall install the fencing in accordance with Subchapter 13 of the DDC. - Formatted Indent Hanging 0 25 IN dA sien shall be immediately and prominently displayed at the gate of the tem orary and permanent Drilling and Production Site. Such sign shall be made of durable material and shall be maintained in good condition The sign shall have a surface area of not less than scivare feet or mare than scluare feet and shall be lettered in minimum -inch lettering and shall include the lcrllcrwin� infarmatian i. A statement identifying that there is /are gas well(s) at the Drilling and Production Site, together with the Well Identification Number (l, American Petroleum Institute well numbers) and any ether well desionatian(s) required by the ITC; ii. Name of Operator; iii. Operator's telephone number; iv. Operator's business mailing address; v Address of Drilling and Production Site- vi. 'The number Lor iner-enc �servic�esl) I 11; vii. Telephone numbers of two persons responsible �for t�hewell who may contacted 24 hours -a- day -in- case -of an emergency- and ,—_— viii.A statement that reads as follows: "This site may be tl7e subject <,P firrther drilling and production and /or hydraulic fracturing." Further, if the Drilling and Production Site has been approved as a Consolidated Site, then there shall be an additional statement that identifies the maximum number of authorized gas wells. ix. The telephone number of the City's Gas Well Division for citizens to call with questions, concerns or complaints. ------------------------------------------------------------------------------------------------- For List Paragraph, Tab stops: Not at e 1 shall be fear inches in height and shall be red on white background or white on red background notification numbers of the City the Operator, well and lease desrgrratrons reduired by the PI C. - - - Formatted: Indent: Left: 0.5", Hanging: l €----4. Nintino. All installed, mounted, and/or permanent equipment on Drilling and- Production Sites shall be coated, painted, and maintained at all times, including the Formatted: Indent: Left: 0.5", Tab stops: Not wellhead, gas processing units, pumping units, storage tanks, above-ground pipeline at 1" appurtenances, buildings, and structures, in accordance with applicable guidelines adopted by The Society for Protective Coatings (SSPC). In addition, the following standards are applicable: 4 - t d: Indent: Left: 0.5", Hanging: ia. Protective coatings and paints shall comply with any applicable State or City.- oF7`rae stops: Not at 1" _ I I requirements. In absence of any such requirement, protective coatings and paints Formatted: Indent: Left: 0.75" shall be of a neutral color that is compatible with the surrounding environment. Formatted: Indent: Hanging: 0.25", Tab stops: Not at 1" iib. All exposed surfaces of the identified equipment must be coated and painted, ands Formatted: Indent: Left: 0.75" free from rust, blisters, stains, or other defects. Formatted: Indent: Left: 0.5 ", Hanging: Electric Lines. All electric lines to production facilities shall be located in 0.25 , Tab stops: Not at 1" Formatted: manner compatible to those already installed in the surrounding areas or subdivision. at 1" d: Indent: Left: 0.5 ", Tab stops: Not -0-.0215" 1 tt1FI ( 1 lktt -pkli r I 5 Han atted. Indent. Left. 0. Hang in: • in c i-cr° ° "vrrei° ... "`!. ,•iii;- c'= s°r`rc°a -'rc f..r< ,! ;tri-, tl���,�, ;4 -. ,•iri. rri'ru- e°c�`i= y'— enc°�'r11- b l�. !` s- �i�ro�c -�irr�-ur"s�n¢c= �r'?iziY -tJ .. ••� 4: ']ri- io- r�3`�6lrcitic— f; 3C � }1kYi'-i�kcYi1- -E13=illfii�;- EYE- �iFE➢ �k§ ��1cYi1-- t$ ��k�k�] i�(;, �. �s-- �§ ii�lf?' �sEs --�?FtE:-Y�-�Ei}.s " "cai --is cr >�liiE?4�- -�}�% odecorative masonry fence tthat shall be no less than ehght (8) feet in height. with an opaque - Formatted: - Indent:- -Left: 0.5 ", Tab stops: Not a Formatted: Indent: Left: 0.5 ", Hanging: ia. In lieu of this requirement, an alternative fence that is compatible with the 0.25 ", Tab stops: Not at 1" area surrounding the Drilling and /or Production Site may be approved by the Director of Planning and Development. Formatted: Indent: Left: 0.75 ", Hanging: -0-.2-5 2 ------------------------------------------------------------------------------------------------------------------- ----- 4b. Required fencing must be located within three hundred (300) feet of ally - -- Formatted: Indent: Left: 0.75", Hanging: equipment necessitating fencing requirements under this Subchapter. 0.25", Tab stops: Not at 1" 7. Lift Formatted: Indent: Hanging: 0.25", Tab stops: Not at 1" Formatted: Indent: Left: 0.5", Hanging: 0.25", Tab stops: Not at 1" Formatted: Indent: Left: 0.75" Formatted: Indent: Left: 0.75 ... . . First - line: 0 ", ------ (+--Any lift compressor which is installed within an approved Drilling and Production' [-Tab stops: Not at 0.69" ] Site shall be located at least twenty-four (24) feet from the outer boundary of the site. 8. Storage d'anks and Separators. ------------------------------ a. A e equipment and- 1-Formatted:Tab- stops: Not ----------- separation Development Site Plan except that permanent storage equipment and separation equipment maw MC=Q�edel lu �8fect LuIllel 1�11t [Formatted: Tab stops: 1.5", Left + Not atl"_-] --- ------ ------- --- - ---- __ __ b. The USC ot'centralized tank batteries is permitted as shown on the� a �ilica�ble(jas- -[Formatted: Tab stops: Not at 1 --------------------------------- Well Develo Enlent Site Plan. ----- - - - -- - --- - ------- - 0.5 ", --- -- ---- ----- ---- ----- - Formatted: ---I-n-d-e-nt-: -- Left-: - - - --Tab --stops-:-- No - t 9. Trash Locations. at 1" removed to a distance of at least 150 feet from the vicinity of any well tank or pump Formatted: Indent: Left: 0.5", Hanging: Station. 0.25", Tab stops: Not at 0.75" ------------------ D. Site Development �,Standards -- -------- -- -------- ---- ---- - -- - --- - --- ----- - --- ---- - - 1. Hydraulic Fracturingy. Commencing on the January 15, 2013, except as provided- � „Not atted: Indent: Hanging: O.5",Tabstops: in sub-paragraph (v) of this section, for each well completion operation with at 0.75” hydraulic fracturing: ia. For the duration of flowback, recovered liquids shall be routed into one or more storage vessels or re-injected into the Well or another Well, and the recovered gas shall be routed into a gas flow line or collection system, re- injected into the Well or another Well, used as an on-site fuel source, or used for another useful purpose that a purchased fuel or raw material would serve, with no direct release to the atmosphere. If this is infeasible, the requirements in sub-paragraph (imii�e) of this paragraph shall be followed. iib. All salable quality gas shall be routed to the gas flow line as soon as practicable. In cases where flowback emissions cannot be directed to the flow line, the requirements in sub - paragraph ( c) of this section shall be followed. im4e. Flowback emissions shall be captured and directed to a completion combustion device, except in conditions that may result in a fire hazard or explosion, or where high heat emissions from a completion combustion device may negatively impact waterways. Completion combustion devices must be equipped with a reliable continuous ignition source over the duration of flowback. mod. Releases to the atmosphere during flowback and subsequent recovery shall be minimized. tee. The requirements of sub - paragraphs (ia) and ( b) shall not apply to: 44. Each well completion operation with hydraulic fracturing at a gas well meeting the criteria for wildcat or delineation well. -2ii. Each well completion operation with hydraulic fracturing at a gas well meeting the criteria for non - wildcat low pressure gas well or non - delineation low pressure gas well. — Formatted: Tab stops: Not at 0.69" + 1.25" 1 rr + 1.5" J Formatted: Indent: Hanging: 0.5 ", Tab stops: l Not at 0.75" + 1" + 1.25" + 1.5" J `soil Sampling Soil sampling shall be required for all new Drilling and Production Sites. Soil sampling shall be subject to the following requirements: i- a_ Upon application for an Oil and Gas Well Permit, soil sampling shall be-- -- Formatted: Indent: Left: 1 ", Hanging: 0.25 ", conducted prior to the commencement of any drilling at the proposed Drilling _No bullets or numbering and Production Site to establish a baseline study of site conditions. A minimum of one soil sample shall be taken at the location of any proposed equipment to be utilized at the Drilling and Production Site to document existing conditions at the Drilling and Production Site. - — Formatted: Indent: Left: 1 ", Hanging: 0.25" ii - b. A licensed third party consultant shall be utilized to collect and analyze all- -� Formatted: Indent: Left: 1 ", Hanging: 0.25 ", pre - drilling and post - drilling soil analyses. The cost of such consultant shall No bullets or numbering be borne by the Operator. ( Formatted: Indent: Left: 1 ", Hanging: 0.25" iii- c_ Soil samples must be collected and analyzed utilizing proper sampling and- Formatted Indent: Left: 1 ", Hanging: 0.25 ", laboratory protocol from a United States Environmental Protection Agency or _No bullets or numbering Texas Commission on Environmental Quality approved laboratory. The results of the analyses will be addressed to the City and a copy of the report shall be provided to the Operator and surface estate owner. The analyses will include the following analyses at a minimum: TPH, VOCs, SVOCs, Chloride, Barium, Chromium and Ethylene Glycol. TM -- (Formatted: Indent: Left: 1 ", Hanging: 0.25" i;,- d. Post- drilling soil samples shall be collected and analyzed after the - - Formatted: Indent: Lett: 1 ", Hanging: 0.25 conclusion of drilling of each well. Subsequent to the drilling of each well, IN. bullets or numbering periodic soil samples shall be taken as determined by the Oil and Gas Inspector during inspection events to document soil quality data at the Drilling and Production Site. Samples shall include, but not be limited to, areas where removed equipment was located. Results of the analyses shall be provided as described in Subsection AI�.2.f} iiic. - - - Formatted: Indent: Left: 1 ", Hanging: 0.25' e_ Whenever abandonment occurs pursuant to the requirements of the RRC- Formatted: Indent: Left: 1 ", Hanging: 0.25', and as referenced in 35.22.5. -F' 9, the Operator so abandoning shall No bullets or numbering conduct post production soil sampling within three (3) days after equipment has been removed from the Drilling and Production Site to document that the final conditions are within regulatory requirements. Results of the analyses shall be provided as described in Subsection A.2.t.+i --cam ff. If any soil sample results reveal contamination levels that exceed the- -� Formatted: Indent: Left: 1 ", Hanging: 0.25', minimum state or federal regulatory levels, the City shall submit the soil No bullets or numbering sample results to the appropriate state or federal regulatory agency for enforcement. --- -[For Indent: Left: 1 ", Hanging: 0.25' 3. Pits. All pits shall be lined Ind shall be desi ne constructed, and installed in accordance with the liner standards set forth by the RRC. Any new Drillin, in Production Sites Dronosed alter January 15. 2013 shall utilve a closed -loop mud system. The following additional standards shall ap ly to pits within a Drilling and Production Site. - -- -- a. The type of pit used in drilhi operations shall be specified at the time Of Formatted: Indent: Left: 0.75 ", Tab stops; permitting. The Oil and i�as Inspector may perform a contamination assessment Notat 1.25' for any reserve pit completion /work -over pit. drillil U fluid disposal pit. fresh makeup water pit. mud circulation pit, washout pit, or water condensate pit. The following concentrations for contaminants will be used to determine if contamination exists within any materials in the pits: - Formatted: Indent: Left: 0.75' Compound Concentration limit TPH 1 S m�L BTEX 500 u /L Benzene 50 L1 t /L It" concentrations exceedinIcy these values are detected the operator shall rcrnovc cause to be removed or otherwise remediate contaminants to below the limits provided herein. cleanup operations shall begin irninediately. cleanup activities that do not begin within twenty -four (24'D hours of notitication b' the oil and gas inspector shall be considered a violation of this Subchapter. b. 01 freshwater -based mud systems shall be permitted. Saltwater -based niud° — Formatted: Indent: Left: 0.75', Tab stops: systems and oil based nnid sy_stc ms are nrohibiteCi. 1 ", Left + Not at 1.25 Ti1C C7it and it�a contents sha11 be removed from the nrerrnses within nmetV i9O)- — Formatted: Indent: Left: 0.75', Tab stops: dais after completion of the drilling of a well provided, however, that the 1 ", Left + Not at 1.25' permittee mad ap 1y for a ninety '9( D -dad extension from such re mirennents based on showing ood cause, necessity to maintain said pit. inclement weather. or other factors. The fit maw 3nate a period of time shorter than the nine (90) -day extension set out herein. h.- A11 nits shall be bacicfilled in accordance with the f0110winIcy schedule. The.- Tab stops: 1 ", Left Director of Planning and Development ruall permission for a it to remain at the site if the surface property owner submits a written request. L) Deserve pits and mud circulation pits shall be dewatered within 30 days and bacicfilled and compacted within ninety (()0) days of cessation of drilling activities. (ii) All completion /w<rrkover nits used when completin(� a well shall be dewatered within thirty (30) days and bacicfilled and compacted within one hundred and twenty (120) days of well completion. 10 - - - Formatted: Indent: Hanging: 0.25', Tab c. Chloride content of fluids held in pits inav not exceed three thousand Qadl � stops: 1 ", Left --- _ mi11i romper liter. Formatted: Indent: Left: 0.75', Tab stops: 1 ", Left + Not at 1.25' d. No metal additives ma be added to any drillin s fluids. Formatted: Indent: Hanging: 0.25, Tab stops: 1 ", Left Formatted: Indent: Hanging: 0.25', Tab e. All fluid pr<rduced Pram the well during eLrmpletion of production shall be held in �� stops: 1 ", Left + Not at l.zs" enclosed containers while stored on the rtyperty_ Formatted: Indent: Hanging: 0.25', Tab stops: 1 ", Left f All fluids shall be removed (` "de- watering` ") from the pits within thirty (30 da s <,Pcompletion <,Pdrillin�� operations. Ti1C C7it and it�a contents sha11 be removed from the nrerrnses within nmetV i9O)- — Formatted: Indent: Left: 0.75', Tab stops: dais after completion of the drilling of a well provided, however, that the 1 ", Left + Not at 1.25' permittee mad ap 1y for a ninety '9( D -dad extension from such re mirennents based on showing ood cause, necessity to maintain said pit. inclement weather. or other factors. The fit maw 3nate a period of time shorter than the nine (90) -day extension set out herein. h.- A11 nits shall be bacicfilled in accordance with the f0110winIcy schedule. The.- Tab stops: 1 ", Left Director of Planning and Development ruall permission for a it to remain at the site if the surface property owner submits a written request. L) Deserve pits and mud circulation pits shall be dewatered within 30 days and bacicfilled and compacted within ninety (()0) days of cessation of drilling activities. (ii) All completion /w<rrkover nits used when completin(� a well shall be dewatered within thirty (30) days and bacicfilled and compacted within one hundred and twenty (120) days of well completion. 10 (iii)-All -�Allcorn �Ictiou�/workov�cr pits used when working over a well shall be dewatered within hundred and twenty L 12(j) rn days s of completion of re--work operations. - ---- ---- ------------- (iv) -Basic sediment nits, dare nits, fresh mining water pits, and water condensate pits shall be dewatered, backfilled, and compacted within one hundred and LwentLLI 20jdas of final cessation ofuse of _theits, . i. Each operator Must Submit to the City a water conservation plan for uses of water.' FFormatted: - a b Not - at 5 ---------------------- The plan I-LIUst provide information in response to each of the R-)Iiowln I Leicnicn�ts Formatted: Indent: Left: 1", Hanging: 0.31" Formatted: Indent: Left: 0.5", Hanging: 0.25", Tab stops: Not at 0.75" Opepat"" production process, includin(5 how the water is diverted and transported from the sources) Lirc the water is utili/ed M the production jn!L�, 1--cLSL-0—f1S—L,M1Y1 how —t the estimated uuantity <,l' water consumed in the production process and therefore unavailable for reuse discly,�irueor other means of disposal; (ii) If long term, five (5) to ten (10) veers, water stara�e is anticipated, quantified five -veer and ten -veer t <u ets l <rr water savings and the basis for the develornent of such --goals; (iii) A descrlstion <,l'the devices) and /or methods) within an accuracy <,l' lus or minus 5.0% to be used in order to measure and account for the amount of water diverted from the source of sanely; �Llv ter distribution sy-stein pp �ecL� (v) A hcation of state -of- the -art ui inept and /or process modifications to Formatted: Font: Not Bold improve watei use et1'iciency___ _____end Vi which the user* Formatted: Tab stops: Not at 1.25Y" ------------------------- . . . . . .................... .................... shows to be appropriate for achieving the state d goal or goals of the water conservation �Ian. - - ------------------------------------------------------------------------------------------------------------------- 4. Erosion and Sediment Controls. Erosion and sediment practices shall be conducted for all ZL is wells. The Operator shall comply with the Erosion and __— I Sediment Control Plan as approved Lb by City.s :gym: Formatted: Indent: Left: 0.5", Hanging: 0.5", Tab stops: Not at 1.25" Formatted: Font: Not Bold ------------------------- E. Operations and EqRjED12RI� _� The following requirements apply only I Indent: Left: 6;; within City limits. Hanging: 0.5", No bullets or numbering, Tab � stops: Not at0.75 - ----------------------------- .... IN *--1. Nuisances. Adequate nuisance prevention measures shall betaken to prevent or* Formatted: Indent: Lett: 0.5 ", Tab stops: Not control offensive odor, fumes, dust, noise and vibration. [at 1" 2. Vapor RecOVe1V Umts. Formatted: Indent: Hanging: 0.25 ", Tab stops Not at 1" a. Va - f)r reGl)Ver� C,<1u1 Jment 1S TE,Cjulred for facilities not included tinder Rule � Formatted: Indent: Left: 0.5 ", Hanging: 0.25 ", Tab stops: Not at 1" X106.352 of TAC title 30, Pa1-t I, Chapter 106, Subchapter O; or its successor regulation. b. An Operator shall notify the Oil and Gas Inspector within two (2D days after the- - Formatted: indent: Left: 0.75" tirst sale of gas t'rom a well. - Formatted: Indent: Left: 0.75 ", First line: 0 ", 1 Tab stops: Not at 0.69" J e--3. Compliance with Rules and Reuulations. The Operator shall at all times comply - with the applicable rules and regulations of the RRC including but not limited to all applicable Field Rules. s w-, f He-`s s 4.11,,,, *. � rYa�" cklcla�lir 4:, = ,. =1 =.xIf -`== "cifcrr -ic = r' "'.rrcri'c`ri- t-4. Debris. The Drilline and Production Site and site access road shall at all times be kept free <,P debris, pools <,P water or other liquids, contaminated soil, weeds, bnrsh, trash or other waste material outside the Drillin- and Production Site Formatted: Indent: Left: 0.5 ", Tab stops: Not at 1" Formatted: Indent: Left: 0.75 ", Hanging: 0.25 ", Tab stops: 1 ", Left 5 Ventin, and Flaring There shall be no venting or flaring of gases in residential areas- - -- Formatted: Indent: Left: 0.5" except as allowed by the RRC or TCEQ. If venting or flaring is allowed by the RRC or TCEQ, a permit must be obtained from the Fire Marshal in accordance with the Fire Code. Further, the venting or flaring_activities shall not be located closer than twelve hundred (1,200) feet from any Protected Use, unless: (1) a setback variance has been granted pursuant to 35.22.5; or (2) if practical and if approved by the City Fire Marshal, ground flaring that is wholly enclosed or screened with a masonry wall. Except in the case of an emer�ency, was well flaring shall anly be conducted during day -time hours.. a - ( Formatted: Indent: Hanging: 0.25" €- 6. Vehicle Placement. Vehicles, equipment, and machinery shall not be placed or* Formatted: Indent: Left: 0.5 ", Tab stops: Not located on a Drilling and Production Site (or on any public street, alley, driveway, or at 1" other public right -of -way) in such a way as to constitute a fire hazard or to unreasonably obstruct or interfere with fighting or controlling fires. - Formatted: Indent: Hanging: 0.25" 12 �. -44 rl R4 t+re -4, H , - F- h. a �; g7 dime of F'racturin� Fracturing operation shall be scheduled to occur- [at Formatted: Indent: Left: 0.5 Tab stops: Not during daylight hours unless the Operator has notified the Oil and Gas Inspector that 1" tracing will occur before or after daylight hours to meet safety requirements. ^�- -- Formatted: Indent: Hanging: 0.25" i- € Pneumatic Drilling Pneumatic drilling shall not be permitted. Formatted Indent: Left 0.5", Hanging: 0.25", No bullets or numbering, Tab stops: Not at 1" — l2ertuit ements. The nrovlslons of thls section shall annly wlthln the eornorate 11m1t5 of the City of Denton. Formatted Indent: ,Left 0 5" -- Formatted: Indent: Left: 0 ", Hanging: 0.5 ", Tab stops: Not at t: Le q1. the drilhnp and Tip {Formatted: Font: Not sold accessing the Drilling and Production Site 4 g- 114 e rfi+ r � ifleshall be in compliance with - -I all state and federal environmental re (yulations 2. Gathering Lines a. Each Operator shall place pipeline marker sign at each point where a flow line or gathering line crosses a public street or road. b. Each Operator shall place a warning sign for lines carrying H2S (Hydrogen Sulfide) gas as required by the Railroad Commission. 13 Formatted: Indent: Left: 0.5 ", Tab stops: Not at 1" a Formatted: Indent: Left: 0.75 ", Hanging: 0.25 ", Tab stops: 1 ", Left Formatted: Indent: Hanging: 0.25" Formatted: Tab stops: 1.25 ", Left + Not at 1" Formatted: Indent: Left: 0.75 ", Hanging: 0.25 ", Tab stops: 1.25 ", Left Formatted: Tab stops: 1.25 ", Left + Not at 1" Formatted: Indent: Left: 0.75 ", Hanging 0.25 ", Tab stops: 1.25 ", Left c. All flow lines and gathering lines within the corporate limits of the City ---[ Formatted: Tab stops: Not at 1" (excluding City utility lines and franchise distribution systems) that are used to transport oil, gas, and /or water shall be limited to the maximum allowable operating pressure applicable to the pipes installed and shall be installed with at least the minimum cover or backfill specified by the American National Safety Institute Code, as amended. Formatted: Indent: Left: 0.5 ", Hanging: c�T. . ". �peratln hTeSSnre. 0.25" - - - - --- -_-- " Formatted: Indent: Left: 0 ", Hanging: 0.5 , Tab stops: Not at 0.75" fr€���� -5-F1 ,1, °a ra„1r ra�uro,arf - T„�, T rrxvvxila rrll � ,-- ,a °l�!� -1-s- mill€ -�l 4- --Each well shall be equipped with an automated valve that closes the well in the event- - -- Formatted: Indent: Left: 0.5 ", !tt� of an abnormal change in operating press ure. All wellheads shall contain an at 1" ------------------------------------------------------------------------emergency shut off valve to the well distribution line. e--4. Control Device. Each storage tank shall be equipped with a level control device that will automatically activate a valve to close the well in the event of excess liquid accumulation in the tank. f5. Stora;?e d'anks. a. All storage tanks shall be anchored for stability. Formatted: Indent: Left: 0.75 , Hanging: -, 0.25 ", Tab stops: Not at 1" g b -As required by the Fire Code, all storage tanks shall be equipped with- �4 Indent: Left: 0.75 ", Hanging: I_ either steel or concrete secondary containment systems including lining with an 0.25" Tab stops_ Not at r' j impervious material. The secondary containment system shall be of a sufficient _Formatted: -- height to contain one and one -half (I /z) times the contents of the largest tank in accordance with the Fire Code. Drip pots shall be provided at pump out connections to contain the liquids from the storage tank. 14 4--6 Outdoor Storage Areas Outside storage areas shall be equipped with a secondary- [at Formatted: Indent: Lett: 0.5 ", Tab stops: Not containment system designed to contain a spill from the largest individual vessel. If 1" the area is open to rainfall, secondary containment shall be designed to include the volume of a twenty -four (24) -hour rainfall as determined by a twenty -five (25) -year storm and provisions shall be made to drain accumulations of ground water and rainfall. -- — Formatted: Indent: Hanging: 0.25' i- 7. Liohting System. Drilling and Production Sites shall be equipped with a- - —�at Formatted: Indent: Lett: 0.5, Tab stops: Not lightning protection system, in accordance with the City's Fire Code and the National 1" Fire Association's NFPA -780. In addition, tank battery facilities shall be equipped with a remote foam line and a lightning arrestor system. - Formatted Indent Hanging 0 25 8 Hazardorus Materials Managernent Plan A Hazardous Materials Management -[at Formatted: Indent: Lett o.5, Tab stops: Not Plan shall be on file with the Fire Marshal. Any updates or changes to this plan shall 1" be provided to the Fire Marshal within three (3) working days of the change. All chemicals and /or hazardous materials shall be stored in such a manner as to prevent, contain, and facilitate rapid remediation and cleanup of any accidental spill, leak, or discharge of a hazardous material. Operator shall have all material safety data sheets (MSDSs) for all hazardous materials on site. All applicable federal and state regulatory requirements for the proper labeling of containers shall be followed. Appropriate pollution prevention actions shall be required and include, but are not limited to, chemical and materials raised from the ground (e.g., wooden pallets), bulk storage, installation and maintenance of secondary containment systems, and protection from storm water and weather elements. Abandoned bw Formatted: Indent: Lett: os ", Tab stops• Not accordance with of thellRRC�l however�all ll casings shalabandoned b eout and lat 1 removed to a depth of at least ten (10) feet below the surface unless the surface owner submits a written agreement otherwise. Three (3) feet shall be the minimum depth. Alter the well has been ged and abandoned, the Operator shall clean and rear all damage to public proper caused by such operations within thirty (30 da s. In addition, the Operator shall: ia. Submit a copy of its RRC Form W -3A (Notice of Intention to Plug and- Formatted: Indent: Lett: 0.75 ", Tab stops; Abandon) and Form W -3 (Plugging Record) to the Inspector within two (2) Not at 1.25' business days of filing with the RRC; iib. Notify the Oil and Gas Inspector of the intention to plug and abandon a well at least twenty -four (24) hour prior to commencing activities; and ii-ic. Submit to the Oil and Gas Inspector the surface hole locations in an acceptable Geographic Information System (GIS) format to accurately map and track well locations. The GIS data may be submitted with an initial Gas Well Permit application or with the annual administrative report. Submission of GIS location data is only required once. 15 mod. Submit a copy of a soil sampling analysis as required by Subsection 35.22.5.AD.2 -q . 10. (----Reclamation Plan. Operators must close each Drilling and Production Site in a- —[at Formatted: Indent: Lett: 0.5 ", Tab stops: Not manner that minimizes the need for care after closure. To achieve this requirement, 1" the site shall be reclaimed to the condition identified on the Site Reclamation Plan, as nearly as practicable. In the event development encroaches up to the property after drilling and production activities, a reasonable rehabilitation alternative may be approved by the City to ensure the reclaimed site is compatible with the surrounding properties. a'rr ---i m-- ^zi- .s- '3a'-c:rY- aizxr- ci�^YCfcrc.r iz- t�'Y1- 1�t-- q--12. Pit Fencing. For safety reasons, fencing shall be installed to restrict access to a4 Formatted: Indent: Lett: 0.5 ", Tab stops: Not reserve pit or other type of open pit utilized in gas well drilling operation at a drill site at 1" within the corporate limits of the City. f-.-- 13. Catchment Basins. Drip pans, catchment basins and other secondary containment devices or oil absorbing materials shall be placed or installed underneath all tanks, containers, pumps, lubricating oil systems, engines, fuel and chemical storage tanks, system valves, connections, and any other areas or structures that could potential leak, discharge, or otherwise spill hazardous or solid materials. . — 14. Clean -up After Completion. After the well has been completed; "F g , - 1d- ie4;_ the Operator shall clean and repair all damage to public property caused by such operations within thirty (30) days. 4-- 15. Clean -up Operations. After any spill, leak or discharge, the Operator shall remove - or cause to be removed all contamination and associated waste materials. Clean -up operations shall begin immediately. 16 Formatted: Indent: Hanging: 0.25" Formatted: Indent: Left: 0.5 ", Tab stops: Not at 1" - - -- -- -- -- -- -- - - -- - - - -- - - -- -- - -- - -- - - -- - - - -- --------------- - - - -- Formatted: Indent: Hanging: 0.25" Formatted: Indent: Left: 0.5 ", Tab stops: Not at 1" a Formatted: Indent: Hanging: 0.25 ", Pattern: Clear ------------------------------------------------------------------------------------------------- Formatted: Indent: Left: 0.75", Tab stops: Not at 1.25" . - - - { Formatted: Indent: Left: 0.75" 1 ------------------------- ---------------------------------------------------------------------- Formatted: Indent: Left: 0.75", Tab stops: 4r, 1", Left + Not at 1.25" j 17 b Formatted: Indent: Left: 0.75 ", Tab stops: J 1 ", Left + Not at 1.25" Formatted: Tab stops: 1 ", Left „- '! -. ,! zi�k:Fktk4.s- ;'kfi-th1?.'�2-$� .i -cam" c�-- crziciccxxrccrcc rsr- fi$3E" s—t s—� arsgrc ovrlras¢rc b .r- 'sYcc°crl car'ia- }ri'rc- c�`rzc"c`i "rsr , "Formatted: Tab stops: Not at 0.75" Formatted: Indent: Left: 1 ", Hanging: 0.31" i16. Water Conservation flan. Each operator must submit to the C ity a water uoselvatlon plan for uses of water.fhe plan must provide information in response to each of the l<rllowinu elements a the use of the water in the lis- Indent: Left: 0--.-75- .75 ", Tab stops; water is transported from the sour e(s) of supply,rhowdthe water Not at 1.25" 1.25 utilized in the production process, and the estimated quantity of water consumed in the production process and therefore unavailable for reuse, discharge, or other means of disposal; iib. If long -term, five (5) to ten (10) years, water storage is anticipated, quantified five -year and ten -year targets for water savings and the basis for the development of such goals; 18 im4c. A description of the device(s) and /or method(s) within an accuracy of plus or minus 5.0% to be used in order to measure and account for the amount of water diverted from the source of supply; mod. Leak- detection, repair, and accounting for water loss in the water distribution system; e. Application of state -of- the -art equipment and /or process modifications to improve water use efficiency; and . Formatted: Tab stops: Not at 1.25" J fiarmaned- : Indent: Left: 0.5 ", Han 9: in 0.5 Tab stops: Not at 1.25" 9� J a �it --�, _Pef+atc+F_�_,C+ ��L��4_ r�., 'ern" i '. 19 35.22.9. - Indemnification and Insurance. A. Indemnification and Express Negligence Provisions. 1. Each Gas Well Permit issued by the City shall include the following language: OPERATOR DOES HEREBY EXPRESSLY RELEASE AND DISCHARGE ALL CLAIMS, DEMANDS, ACTIONS, JUDGMENTS, AND EXECUTIONS WHICH IT EVER HAD, OR NOW HAS OR MAY HAVE, OR ASSIGNS MAY HAVE, OR CLAIM TO HAVE, AGAINST THE CITY OF DENTON, AND /OR ITS DEPARTMENTS, AGENTS, OFFICERS, SERVANTS, SUCCESSORS, ASSIGNS, SPONSORS, VOLUNTEERS, OR EMPLOYEES (COLLECTIVELY REFERRED TO AS THE "INDEMNIFIED PARTIES"), RELATING TO OR ARISING OUT OF BODILY INJURY, KNOWN OR UNKNOWN, AND INJURY TO PROPERTY, REAL OR PERSONAL, OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK PERFORMED BY THE OPERATOR UNDER A GAS WELL PERMIT. TO THE FULLEST EXTENT PERMITTED BY LAW, OPERATOR SHALL DEFEND, PROTECT, INDEMNIFY, AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST EACH AND EVERY CLAIM, DEMAND, OR CAUSE OF ACTION AND ANY AND ALL LIABILITY, DAMAGES, OBLIGATIONS, JUDGMENTS, LOSSES, FINES, PENALTIES, COSTS, FEES, AND EXPENSES INCURRED IN DEFENSE OF THE INDEMNIFIED PARTIES, INCLUDING, WITHOUT LIMITATION, BODILY INJURY AND DEATH IN CONNECTION THEREWITH WHICH MAY BE MADE OR ASSERTED BY OPERATOR, ITS AGENTS, ASSIGNS, OR ANY THIRD PARTIES ON ACCOUNT OF, ARISING OUT OF, OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK PERFORMED BY THE OPERATOR UNDER A GAS WELL PERMIT. THE OPERATOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY LIABILITIES OR DAMAGES SUFFERED AS A RESULT OF CLAIMS, DEMANDS, COSTS, OR JUDGMENTS AGAINST THE INDEMNIFIED PARTIES RELATING TO OR ARISING OUT OF THE ACTS OR OMISSIONS OF THE INDEMNIFIED PARTIES OCCURRING ON THE DRILLING AND PRODUCTION SITE OR OPERATION SITE IN THE COURSE AND SCOPE OF INSPECTING AND PERMITTING THE GAS WELLS INCLUDING, BUT NOT LIMITED TO, CLAIMS AND DAMAGES ARISING IN WHOLE OR IN PART FROM THE SOLE NEGLIGENCE OF THE INDEMNIFIED PARTIES OCCURRING ON THE DRILLING AND PRODUCTION SITE IN THE COURSE AND SCOPE OF INSPECTING AND PERMITTING THE GAS WELLS. IT IS UNDERSTOOD AND AGREED THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN INDEMNITY EXTENDED BY THE OPERATOR TO INDEMNIFY AND PROTECT THE INDEMNIFIED PARTIES FROM THE CONSEQUENCES OF THE NEGLIGENCE OF THE INDEMNIFIED PARTIES, WHETHER THAT NEGLIGENCE IS THE SOLE CAUSE OF THE RESULTANT INJURY, DEATH, AND /OR DAMAGE. LIABILITY FOR THE SOLE NEGLIGENCE OF THE CITY IN THE COURSE AND SCOPE OF ITS DUTY TO INSPECT AND PERMIT THE GAS WELL IS LIMITED TO THE MAXIMUM AMOUNT OF RECOVERY UNDER THE TORT CLAIMS ACT. B. Insurance. 1. General Requirements. a. The Operator shall provide or cause to be provided the insurance described below for each well for which a Gas Well Permit is issued, and shall maintain such insurance until the well is abandoned and the site restored, except as otherwise required in this Section. b. Prior to issuance of the Gas Well Permit, the Operator shall furnish the City with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth in this Section. A copy of the endorsements or other policy provisions adding the City as an additional insured to the insurance policies, endorsements providing the City thirty (30) days written notice of cancellation or material change in coverage, and all waivers of subrogation shall be attached to the certificate(s) of insurance. Upon request, certified copies of the insurance policies shall be furnished to the City. The City's acceptance of documents that do not reflect the required insurance, or the City's failure to request the required insurance documents, shall not constitute a waiver of the insurance requirements set forth in this Section. c. In the event any insurance required by this Section is cancelled, the Gas Well Permit shall be suspended on the date of cancellation and the Operator's right to operate under the Gas Well Permit shall immediately cease until the Operator obtains the required insurance. d. The Operator shall provide the City thirty (30) days written notice of any cancellation, non - renewal, or material change in policy terms or coverage, and the policies shall be endorsed to provide the City such notice. Ten (10) days written notice shall be acceptable in the event of cancellation because of non - payment of premium. e. All insurance policies shall be written by an insurer authorized to do business in Texas and with companies with A: VIII or better rating in accordance with the current Best's Key Rating Guide, or with such other financially sound insurance carriers approved by the City. f All insurance policies, with the exception of the workers compensation policy, shall be endorsed to name the City, its officials, employees, agents and volunteers as additional insureds on the policies. The additional insured coverage shall apply as primary insurance with respect to any other insurance or self - insurance programs maintained by the City, its officials, employees, agents and volunteers. A copy of each endorsement shall be provided to the City as evidence of coverage. g. All insurance policies shall be endorsed with a waiver of subrogation in favor of the City, its officials, employees, agents and volunteers. A copy of each endorsement shall be provided to the City. h. All insurance policies shall be written on an occurrence basis where commercially available. i. During the term of the Gas Well Permit, the Operator shall report, in a timely manner, to the Gas Well Division any known loss or occurrence which has caused, or may in the future cause, bodily injury or property damage. 2. Required Insurance Coverages. a. Commercial General Liability Insurance. Operator shall maintain commercial general liability (CGL) insurance with a limit of not less than one million dollars ($1,000,000) each occurrence with a two million dollars ($2,000,000) aggregate. This insurance shall cover liability including, but not limited to, liability arising from premises, operations, blowout or explosion, products- completed operations, contractual liability, underground property damage, broad form property damage, and independent contractors. This insurance shall also include coverage for underground resources and equipment hazard damage. In addition to the additional insured requirements set forth above, the additional insured coverage provided to the City, its officials, employees, agents and volunteers shall include coverage for products- completed operations. b. Environmental Impairment (or Pollution Liability) Insurance. Operator shall maintain environmental impairment or pollution liability insurance with a limit of not less than five million dollars ($5,000,000). Such coverage shall not exclude damage to the lease site. If coverage is written on a claims -made basis, the Operator shall maintain continuous coverage or purchase tail coverage for four (4) years following the expiration or suspension of the Gas Well Permit, and the retroactive date(s) applicable to such coverage shall precede the date of issuance of the Gas Well Permit. Coverage shall apply to sudden and accidental, as well as gradual, pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, chemicals, liquids or gases, waste material or other irritants, contaminants or pollutants. c. Automobile Liability Insurance. Operator shall maintain automobile liability insurance with a limit of not less than one million dollars ($1,000,000) each accident. Such insurance shall cover liability arising out of any auto (including owned, non - owned, and hired autos). d. Worker's Compensation Insurance. Operator shall maintain workers compensation and employers liability insurance. The workers compensation limits shall be as required by statute and employers liability limits shall not be less than one million dollars $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee for bodily injury by disease. e. Excess (or Umbrella) Liability Insurance. Operator shall maintain excess (or umbrella) liability insurance with a limit of not less than twenty -four million dollars ($24,000,000) per occurrence with a twenty - four million dollar ($24,000,000) aggregate. Such insurance shall be excess of the commercial general liability insurance, automobile liability insurance and employers liability insurance as specified above. f. Control of Well Insurance. Operator shall maintain control of well insurance with a limit of not less than five million dollars ($5,000,000) per occurrence. The policy shall provide coverage for the cost of controlling a well that is out of control, re- drilling or restoration expenses, seepage and pollution damage. A five hundred thousand dollars ($500,000) sub -limit endorsement may be added for damage to property for which the Operator has care, custody, and control. 35.22.8. 4 & °� 9. - Indemnification and Insurance. Formatted: Font: Not Bold, Font color: Black 4, ,, — 1�.' rf :�7 -i47 -� 1. �t p er`. -,- a�rt� Formatted: Indent:_Left: 0" VVIL r- icr- =da'-iin;i,- &- 44ft i— w A. Indemnification and Express Negligence Provisions. Each Gas Well Permit issued by the City shall include the following language Tdm 11- 21 -14 --- — Formatted: Right ------------------------ CONNECTION WITH THE PERFORMANCE OF THE WORD PERFORMED BY THE OPERATOR UNDER A GAS WELL PERMIT. TO THE FULLEST EXTENT PERMITTED BY LAW OPERATOR SHALL DEFEND PROTECT INDEMNIFY AND HOLD ((ARMLESS THE INDEMNIFIED PARTIES FROM AND AGAINST EACH AND (EVERY CLAIM DEMAND OR CAUSE OF ACTION AND ANY AND ALL LIABILITY DAiRAGES OBLIGATIONS JUDGMENTS LOSSES FINES PENALTIES COSTS FEES AND EXPENSES INCURRED IN DEFENSE OF THE INDEMNIFIED PARTIES INCLUDING WITHOUT LIMITATION BODILY INJURY AND DEATH IN CONNECTION THEREWITH WHICH MAY BE MADE OR ASSERTED BY OPERATOR ITS AGENTS ASSIGNS OR ANY THIRD PARTIES ON ACCOUNT OF ARISING OUT OF OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH THE PERFORMANCE OF THE WORD PERFORMED BY THE OPERATOR UNDER A GAS WELL PERMIT. THE OPERATOR AGREES TO INDEMNIFY AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ANY LIABILITIES OR DAMAGES SUFFERED AS A RESULT OF CLAIMS DEMANDS COSTS OR JUDGMENTS AGAINST THE INDEMNIFIED PARTIES RELATING TO OR ARISING OUT OF THE ACTS OR OMISSIONS OF THE INDEMNIFIED PARTIES OCCURRING ON THE DRILLING AND PRODUCTION SITE OR OPERATION SITE IN THE COURSE AND SCOPE OF INSPECTING AND PERMITTING THE GAS WELLS. INCLUDING, BUT NOT LIMITED TO CLAIMS AND DAMAGES Formatted: Font: Bold ARISING IN WHOLE OR IN PART FROM THE SOLE NEGLIGENCE OF THE "v �u ?'� T�'�"`�INDEMNIFIED PARTIES OCCURRING ON THE Formatted: Font: Bold I DRILLING AND PRODUCTION SITE IN THE COURSE AND SCOPE OF - --------------------------------------------------------------- Formatted: Font: Bold INSPECTING AND PERMITTING THE GAS WELLS. IT IS UNDERSTOOD AND AGREED THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN INDEMNITY EXTENDED BY THE OPERATOR TO INDEMNIFY AND PROTECT THE �? "tee ";-r`,INDEMNIFIED PARTIES FROM THE CONSEQUENCES OF Formatted:-Font-Bold THE NEGLIGENCE OF THE P- A —�^ ?` %- ' TltiD A D1 "k 4UNT'T°(,_' At!UNT'lf"(,_' £1111T1 Ti `u L) Q'U L) 'C 7 A T.T'T°' £lD '-,'INDEMNIFIED PARTIES WHETHER THAT NEGLIGENCE _ Formatted: Font: Bold IS THE SOLE—, CAUSE OF THE RESULTANT- INJURY, DEATH,- AND /OR (Formatted: Font: Bold DAMAGE. LIABILITY FOR THE SOLE NEGLIGENCE OF THE CITY IN THE COURSE AND SCOPE OF ITS DUTY TO INSPECT AND PERMIT THE GAS WELL IS LIMITED TO THE MAXIMUM AMOUNT OF RECOVERY UNDER THE TORT CLAIMS ACT. wommum 1 General R quirernenls. ar.w a 4r, a nfs r „lva-rri- irc`.i.- c�Dc- vienccz Ecii� -c}c- �dr ""'ti- rrccii- irirkGE' -- Formatted Indent Left 0", Tab stops 0 5 Left Tdm 11- 21 -14 --- - Formatted: Right ------------------------ e42- a. "d'he Operator shall provide or cause to be provided the insurance described below for each well for which a Gas Well Permit is jssLied and shall maintain such insurance until the well is abandoned and the site restored, extent as otherwise retluired in this `section. b. Prior to issuance of the Gas Well Permit the Operator shall firrnish the City with a certilicate(s) of insurance, executed by a duly authorised representative of each i set forth in this `section. A ctapy ol'the endorsements or other policy provisions addin(u the City as an additional insured to the insurance policies, endorsements providin( the City thirty(30) days written notice of cancellation or material change in coveraue, and all waivers of subrogation shall be attached to the certifcate(s) o iinsurance. U pon retiuest, certified ctapies of the insurance policies shall be furnished to the City "d'he City's acceptance of documents that do not reflect the retluired insurance, or the City'S failgre to redueSt the redgired insurance documents, shall not constitute a waiver of the insurance retiuirements set forth in this `section. C. In the event any insurance retiu:ired. by this `ection is cancelled., the Gas Well Permit shall be suspended on the date of cancellation and the Ofserator's right to tmperate under the Gas Well Permit shall immediately cease until the O erator obtains the It insurance. d. "d'he Operator shall provide the City thirty (30) days written notice of any cancellation, non - renewal, or material change in policy terms or covLrae, and the policies shall be endorsed to provide the City sash notice. d'en (I 0) days written notice shall be of premium. e. All insurance policies Shall be written by an insurer authorized to do business inQ — Formatted: Indent: Left: 0.75 ", Tab stops; Texas and with companies with A: VIII or better rating in accordance with the Not at 0.75' current 44e4,E4est'S Key Rating Guide, or with oonsJn+44e4such other financially sound insurance carriersmiz- iirP -& zaizaxcra -r it approved by the City. Formatted: Indent: Left: 0.75 ", Hanging: 4 -4a44t�-f All insurance policies--- 4i��4---, with the exception of the workers 0.25" J compensation policy, shall be endorsed to name a " it al 3ns,tar-t " the City -mil, its officials, -, -�- employees, agents and vtrlgnteers as additional insureds an the policies d'he additional insured covers 5e shall apply as primary insurance with respect to any other insurance or Self - insurance rogramS maintained by the Clty its officials, employees, agents and volunteers. Tdm 11- 21 -14 --- — Formatted: Right ------------------------ ep � n v s- - Formatted: Indent: Left: 0.75 ", Tab stops; A copy Of -a [Not at 0.75" rttla�+t t r� Ytt.� r ` reach endorsement shall 4ic4 be t» provided to the City as evidence Of coverage. Formatted: Indent: Left: 0.75 ", Hanging: All insurance policies shall be endorsed with a waiver of subra�ation in favor Of 0.25" the City, its <rllicials, empl<ryees, a 5ents and volunteers A copy <,P each endorsement shall be provided to the City. h. All insurance policies shall be written On an Occurrence basis where commercially available. i. I)rrring the term. oP the Csas Well Permit, the C)perator shall report, in a timely manner, to the Csas Well I)visiOn any known loss or Occurrence which has caused, or may in the lirttrue cause, bodily in trr Or ropert dan7 <�(�e. Formatted: Indent: Left: 0 ", Tab stops: 0.5" 2. —� _ a u i Left I--- Required Insurance Coverages. M General Liabilitv Insurance. shall- �e- r- d- �rz`°.rmrxrrcr°erci`rs's"rr _ a �- rrrn�rr- crr____ �) maintain commercial general liability (CirL) insurance with a limit Of not less than one million dollars ($1,000,000) beach occurrence t- It+rl+gwith a two million dollars ($2,000,000) a�; regate. This mil] ", insurance shall cover liability inchrdin, but not limited to, liability arising from premises, operations, blowout or explosion, products- - completed operations, met- contractual liability, underground property damage, broad form property damage, and independent contractors- pft4t�4i---,,�� lre d'his intiarance shall also inchrde covers 5e for underground resources and eduipment hazard damage. In addition to the additional insured reclrrirements set 1 <rrth above, the additional insared covers e provided to the City, its <al'licials, employees, a(5ents and vohrnteers shall inchrde coverage 1 <ar products - completed operations. b. Environmental Impairment (or - Pollution4 Liability) Insurance. Q erator shall l impairment or wtittcn— R41--- 17epollutwn liability insurance with a in4R- H+4imit of (- *ienot less than live million dollars ($4-51000,000-). Such coverage shall not exclude damage to the lease site. 4 I tirrr''�pzti -E - 1?clk>ti+�} If coverage is written on a - "claims -- made` basis, the ff4et (7 erator shall -- Formatted Indent Left 0.5", Hanging 0.215" Formatted: Font: Bold Formatted: Indent: Left: 0 ", Tab stops: 1 ", Left + Not at 0.75" Formatted: Indent: Left: 0" Formatted: Font: Bold Formatted: Font: Bold Tdm 11- 21 -14 --- - Formatted: Right ------------------------ maintain cantinuous cavera�e or purchase tail coverage for four (4) „years f <rllowing the expiration or suspension <,Pthe Csas Well Permit, and the retroactive dated applicable , �p ° +F�, ¢i*cto such coverage shall precede the date of fie-- issuance of the Gas Well Permit. Coverage shall apply to sudden and flon- %accidental as well as (Yradual pollution conditions resulting from the escape or release of smoke, vapors, fumes, acids, alkalis, t +*Xie- chemicals, liquids or gases, waste material or other irritants, contaminants or pollutants. Liabilitv Insurance. Cnerator shall maintain automobile liability insurance with a limit of not less than one million dollars 01,000,000) each accident. Such insurance shall cover liahihty ansinu out of any auto (including owned, non - owned, and hired autos). d. Worker's Comn2asation Insurance. Formatted: Indent: Left: 0 ", Tab stops: 0.5 ", Left Formatted: Font: Bold �peratCJT Shall mamtaln Wt7rherS GompenSatlC)n and emplC,yerS hablhty 1nsU:ranGe.' — {Formatted: Indent:-Left: 0.5 ",- Hanging: -O.5" The workers compensation limits shall be as required by statute and em 1<rycrs liability limits shall not be less than one million dollars 4$I 000 000 each accident for bodily ul ry by accident and 51,000,00 lnffff_� 14e�ty lt��a�ea each employee for bodily iii ury by disease. 4 e. )Excess or Umbrella LiabiW Insurance. of Formatted: Font: Bold Operator shall maintain excess (or umbrella) liability insurance with a limit of not-, � Formatted: Indent: Left: 0.75" less than twenty -four million dollars ($24,000,000) Wiper occurrence with atwenty -four million dollar 024,000,000 agre�ate Such insurance shall be excess of the coanmercial general liability insurance, automobile liability insurance and employers liability insurance as specified above. f. Control of Well Insurance. --[ Formatted: Font: Bold f7perator shall maintain control of well insurance with a. e; �; ,, „ limit of not less than five million dollars ($5,000,000) per occurrence. Tdm 11- 21 -14 --- - Formatted: Right ------------------------ b----- ----f' r' Lhc _ ohc shall proVlde coVerae foT the ° .` cast of- -Formatted: Indent: First line: 0" controlling a well that is out of control, re- drilling or i*ftrestoration expenses, 44ep&g{ —argi4i4� —*r - -l)rt� Rwge-- — s' r -ice %lx 7€ I atc - sccpagc and pollution damage. A five hundred thousand dollars ($500,000) sub -limit endorsement may be added for damage to property for which the f7perator has carc, custody, and control. +. Formatted: Font: +Body, 11 pt, Not Bold, Border:: (No border) Formatted: Left, Indent: Left: 0 ", Space After: 10 pt, Line spacing: Multiple 1.15 li 35.22.10. - Security. A. A security instrument that covers each well shall be delivered to the Oil and Gas Inspector before the issuance of the Gas Well Permit for the well. The instrument shall provide that it cannot be cancelled without at least thirty (3 0) days' prior written notice to the City and, if the instrument is a performance bond, that the bond cannot be cancelled without at least ten (10) days' prior written notice for non - payment of premium. The instrument shall secure the obligations of the operator related to the well to: 1. Repair damage, excluding ordinary wear and tear, if any, to public streets, including but not limited to bridges, caused by the operator or by the operator's employees, agents, contractors, subcontractors or representatives in the performance of any activity authorized by or contemplated by the Gas Well Permit; 2. Comply with the insurance and security provisions set forth in Sections 35.22.9 and 35.22.10; 3. Pay fines and penalties imposed upon the operator by the City for any breach of the Gas Well Permit; and 4. Comply with Site Reclamation requirement. B. The security instrument may be in the form of an irrevocable letter of credit or payment bond issued by a bank or surety approved by the City. The instrument shall run to the City for the benefit of the City, shall become effective on or before the date the Gas Well Permit is issued, and shall remain in effect until the well is abandoned and the site restored. C. A certificate of deposit may be substituted for the letter of credit or payment bond. The certificate shall be issued by a bank in Denton County, Texas, shall be approved by the City, shall be payable to the order of the City to secure the obligations of the Operator described above, and shall be pledged to the bank with evidence of delivery provided to the Director of Planning and Community Development. Interest on the certificate shall be payable to the operator. D. The security instrument may be provided for an individual well, or for multiple wells being operated within the City by a single operator. The amount of the security shall be the amount of one hundred thousand dollars ($100,000.00) for a single well up to ten (10) wells, two hundred fifty thousand dollars ($250,000) for eleven (11) to twenty (20) wellswells;, and five hundred thousand dollars ($500,000.00) for twenty -one (21) or more wells. E. The security will terminate when the Oil and Gas Inspector confirms in writing that one of the following events has occurred: The Gas Well Permit is transferred, and the Operator- transferee provides replacement security that complies with this section; or 2. The well is plugged and abandoned and the site restored. 35.22.1910. - Security. A. A security instrument that covers each well shall be delivered to the Oil and Gas Inspector before the issuance of the Gas Well Permit for the well. The instrument shall provide that it cannot be cancelled without at least thirty (30) days' prior written notice to the City and, if the instrument is a performance bond, that the bond cannot be cancelled without at least ten (10) days' prior written notice for non - payment of premium. The instrument shall secure the obligations of the operator related to the well to: 1. Repair damage, excluding ordinary wear and tear, if any, to public streets, including but not limited to bridges, caused by the operator or by the operator's employees, agents, contractors, subcontractors or representatives in the performance of any activity authorized by or contemplated by the Gas Well Permit; 2. Comply with the insurance and security provisions set forth in ` ectlon0,;eki-c*r 3 .22�andi�tEH13 7.22.1; Formatted: Font color: Auto, Border:: (No border) 3. Pay fines and penalties imposed upon the operator by the City for any breach of the Gas Well Permit; and 4. Comply with Site Reclamation requirement. B. The security instrument may be in the form of an irrevocable letter of credit or payment bond issued by a bank or surety approved by the City. The instrument shall run to the City for the benefit of the City, shall become effective on or before the date the Gas Well Permit is issued, and shall remain in effect until the well is abandoned and the site restored. C. A certificate of deposit may be substituted for the letter of credit or payment- -� Formatted: Normal, Indent: Left: 0.25 ", bond. The certificate shall be issued by a bank in Denton County, Texas, shall be Hanging: 0.25 ", No bullets or numbering approved by the City, shall be payable to the order of the City to secure the obligations of the Operator described above, and shall be pledged to the bank with evidence of delivery provided to the Director of Planning and Community Development. Interest on the certificate shall be payable to the operator. Formatted: Indent: Left: 0.25 ", Hanging: 4- D. The security instrument may be provided for an individual well, or for multiple 0.25" wells? rr-�aa P beln� c,pcLated Wlthln the (.lty by a Sln2 Formatted: Indent: Left: 0.25 ", Hanging: C� t,ratC)T. The amount Of the P , security shall be °G nay t'tt.Yale 0.25 ", No bullets or numbering r a �.� °°rrzcii:s°° °ca —ia= GR� -, i tote— a the amount of one hundred thousand dollars ($100,000.00) for a single ten 10) wells, two hundred fifty thousand dollars ($270,000) forcr cxa tli r' "eleven (I I) to twenty (20) wellswells;; and five hundred thousand dollars ($2.4)4500,000.00) for twenty -one (2I) or more wells -�-* a�e-si =Yitse. w - — Formatted: Indent: Hanging: 0.25" E. The security will terminate when the Oil and Gas Inspector confirms in writing - -- 10.25", Formatted: Indent: Left: 0.25 ", Hanging: that one of the following events has occurred: No bullets or numbering 1. The Gas Well Permit is transferred, and the Operator - transferee provides replacement security that complies with this section; or 2. The well is plugged and abandoned and the site restored. - Formatted: List Paragraph, Indent: Hanging: 0.5 ", Tab stops: - 2.44 ", Left + 0.25 ", Left + Not at 0.5" 35.22.11. - Inspection. A. The Oil and Gas Inspector shall have the authority to enter and inspect any premises covered by the provisions of this Subchapter and Gas Well Permit, to determine compliance with its provisions, and all applicable laws, rules, regulations, standards, or directives of any local, state or federal authority. B. Pursuant to inspection authority granted by this Subchapter, the Texas Clean Air Act, and the Texas Water Code, the Oil and Gas Inspector shall conduct periodic inspections of all wells permitted under this Subchapter. Formatted: Left: 1.06 ", Header distance from edge: 0.3 ", Footer distance from edge: 0.3" C. Inspections shall include periodic evaluations during production to determine ifs —� Formatted: Indent: Left: o.zs ", Hanging: equipment is not functioning as designed and may produce fugitive emissions. Multi space After: 10 pt, Line spacing: g g y P g Multiple 1.15 li, Pattern: Clear A third party contractor may be retained by the City to perform such inspections, and cost of services and charges assessed by the third party contractor shall be borne by the Operator. Any third part contractor shall have the same authority as the Oil and Gas Inspector for purposes of inspections under this Section. 2. The City shall notify the Operator in writing, as well as to the state and federal regulatory agencies having jurisdictional authority, of any malfunctioning equipment producing fugitive emissions. In the event that any state or federal regulatory agency determines that there are two or more notices of violation per well or Drilling and Production Site during any 12 -month period, within 30 days of the second notice of violation, the operator shall submit to the City a Leak Detection and Compliance Plan. The Plan must be created in accordance with guidelines promulgated by the City's Oil and Gas Inspector. It shall ensure all site activities and equrpment are in Formatted: Font: (Default) Times New Roman, compliance with applicable federal, state and local rules and regulations. The plan shall outline the methodology to assess and evaluate the impact of drilling, immediate production, u surroundings. SpecLific elements of suchalplan shall include, but are not � FZ Pmatted: Font: (Default) Times New Roman,1 Limited to, a quarterly leak detection monitoring program; methods and equipment J utilized for emission measurements; and a response plan to address Leak issues, should they arise, and any other information required by the Orland Gas Inspector_ Such Plan shall also include installation or repair of appropriate equipment to meet the requirements of the emissions compliance plan, which may include, but is not Limited to, vapor recovery units or other emissions control technology. 4. Monitoring shall include the evaluation of potential impact to air, soil, surface water and groundwater. Quarterly reporting of the monitoring results to the City's Oil and Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Gas Inspector, is required with all laboratory- data sheets, field logs, data summaries, Formatted: Font: (Default) Times New Roman, -- - - -- � and actions taken in the previous quarter. 12 pt 5. Upon showing documented compliance for a period of 12 months, the Operator shall thereafter employ best management practices to eliminate any emissions in violation of this Subchapter, state and federal regulations. D. Inspections will also include an evaluation of Operator conformance with their Formatted: Tab stops: Not at o.s" Hazardous Materials Management Plan and other applicable requirements to their site. Any deviations from, or violations of, the Hazardous Materials Management Plan shall be referred to the Fire Marshal for further inspection and enforcement in accordance with the Fire Code. E. Inspection fees will be assessed for all inspections in an amount set by separate ordinance. Failure to timely remit payment for inspection fees is a violation of this Subchaper; however, nothing herein shall be deemed to limit the City's remedies in equity or law in the collection of any past due fees. 35.22.11 -5. - Inspection. 44A. The Oil and Gas Inspector shall have the authority to enter and inspect any premises covered by the provisions of this Subchapter and Gas Well Permit, to determine compliance with its provisions, and all applicable laws, rules, regulations, standards, or directives of any local state or federal authority. ,GE4. Pursuant to inspection authority granted by the Texas Clean Air Act and the Texas Water Code, the Oil and Gas Inspector shall conduct periodic inspections of all wells permitted under this Subchapter. �C. Inspections may include periodic evaluations ^'' n;r a— ., � � ^¢r ie 4 ll; , ti� Tt, „! C rry�. r�l[a�= y�—�f, �ra��� ----�- trek,= ---eT �- dulin(� production to determine if ecuipment is not functioning as designed and ma produce fugitive emissions. and cost of services and charges assessed by the third party contractor shall be borne Le nctioning ectuipment producin fu itive emissions In the event that any state <rr federal regulatory auency determines that there are two or more notices of violation per well_or per Drilling an compliance with applicable federal, state and local rules and regulations. The plan shall outline t (5, fracturing surroundings. Specifrc elements of such a plan shall include, but are not limited to, a ctuarterly leak defection monitoring ro�ram; methods and ettuipment utilized for emission measurements; and a res onse plan to address leak issues, should they arise, ncludc installation or reparr of appropriate cduipmcnt to meet the rcduircmcnts of the emissions compliance ran, which may include, but is not hmitcd to, vapor recovery units or other emissions control technology. 4. Monitoring shall include the evaluation of potential impact to air, soil, surface water and Zroundwater. (yuatlerly reporting crf the monitarin� results to the city s oil Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Indent: First line: 0 ", Tab stops: 0.75 ", Left Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black ----------------------------------------------------------------------------------------------------------------- Formatted:-Indent:Firstline_ 0" Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Indent: First line: 0 ", Tab stops: 0.75 ", Left Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black -- - - - - -- - - - - -- - - - - - -- --------------- - -- Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black -------------------------------- Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black --- - - - - -` - - - - -- - - - - -- - - -` - -- Formatted. Font. (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black and a s inspector is reduired with all laboratary data sheets, Ileld lames, data summaries, and actions taken in the previous quarter. shall the emissions in Inspections will also include an evaluation of Operator conformance with their Hazardous Materials Management Plan and other applicable requirements to their site. Any deviatians from ar vialatians crf the Hazardous Materials Management Plan shall be referred to the Fire Marshal for further inspection and enforcement in accordance with the Fire Code. F. Inspection fees will be assessed f <rr all inspections in an amount set by se ordinance. Failure to timely remit payment f <rr inspection fees is a violation <af' this ubclranter: however, nothin(5 herein shall be deemed to limit the City's dies in eciuity or law in the collection <af' any past due fees. Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black ................ -------------------- Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black Formatted: Font: (Default) Times New Roman, 12 pt 35.22.12. - Periodic Reports. A. The Operator shall notify the Oil and Gas Inspector and the Fire Marshal of any changes to the following information within one (1) business day after the change occurs. 1. The name, address, and phone number of the Operator; 2. The name, address, and twenty -four (24) -hour phone number of the person(s) with supervisory authority over the Drilling and Production Site; 3. The name, address, and phone number of the person designated to receive notices from the City, which person shall be a resident of Texas that can be served in person or by registered or certified mail; and 4. The Operator's Emergency Action Plan if required to file one pursuant to federal or state law. B. The Operator shall provide a copy of any "incident reports" or written complaints submitted to the RRC or any other state or federal agency within thirty (30) days after the operator has notice of the existence of such reports or complaints. This includes the recording of both reportable and non - reportable events as noted in Texas Administrative Code, Title 30. C. Beginning the January after each well is spud, and continuing on each January thereafter until the operator notifies the Oil and Gas Inspector that the well has been plugged and abandoned and the Drilling and Production Site restored, the operator shall prepare a written report to the Oil and Gas Inspector identifying any changes to the information that was included in the application for the applicable Gas Well Permit that have not been previously reported to the City. D. The Operator must provide a copy to the Oil and Gas Inspector all reports otherwise filed with the TCEQ in connection with an installed vapor recovery unit as described in 35.22.8.E.2. The Operator shall also provide the City with copies of any responses provided by TCEQ. Such reports and responses shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Oil and Gas Inspector. E. The Operator shall provide the City with copies filed with the RRC of the respective reports for setting surface casing, blowout preventer (BOP) pressure testing, bridge plug testing, pressure relief valve testing, and level control testing. The Operator shall also provide the City with copies of any responses provided by the RRC. Copies of such reports and responses shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Oil and Gas Inspector. F. The Operator shall submit a copy of a soil sampling analysis as required by Subsection 35.22.8.D.2 upon request by the Oil and Gas Inspector. G. In addition to the records listed in Subsections 35.22.5.F.9 and 35.22.12.13, the Operator shall provide the City with a copy of all records filed with the RRC and TCEQ by the Operator or by third parties. Copies of such records shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Oil and Gas Inspector. 1 35.22.44-12. - Periodic Reports. A. The Operator shall notify the Oil and Gas Inspector and the Fire Marshal of any changes to the following information within one (1) business day after the change occurs. 1. The name, address, and phone number of the Operator; 2. The name, address, and twenty -four (24) -hour phone number of the person(s) with supervisory authority over the Drilling and Production Site; 3. The name, address, and phone number of the person designated to receive notices from the City, which person shall be a resident of Texas that can be served in person or by registered or certified mail; and 4. The Operator's Emergency Action Plan if required to file one pursuant to federal or state law. B. The Operator shall provide a copy of any "incident reports" or written complaints submitted to the RRC or any other state or federal agency within thirty (30) days after the operator has notice of the existence of such reports or complaints. This includes the recording of both reportable and non - reportable events as noted in Texas Administrative Code, Title 30. C. Beginning the January after each well is spud, and continuing on each January thereafter until the operator notifies the Oil and Gas Inspector that the well has been plugged and abandoned and the Drilling and Production Site restored, the operator shall prepare a written report to the Oil and Gas Inspector identifying any changes to the information that was included in the application for the applicable Gas Well Permit that have not been previously reported to the City. D. The Operator must provide a copy to the Oil and Gas Inspector all reports otherwise filed with the TCEQ in connection with an installed vapor recovery unit as described in 35.21.E.2.ft- The Operator shall also provide the City with copies of any responses provided by TCEQ. Such reports and responses shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Oil and Gas Inspector. E. The Operator shall provide the City with copies filed with the RRC of the respective reports for setting surface casing, blowout preventer (BOP) pressure testing, bridge plug testing, pressure relief valve testing, and level control testing. The Operator shall also provide the City with copies of any responses provided by the RRC. Copies of such reports and responses shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Oil and Gas Inspector. F. The Operator shall submit a copy of a soil sampling analysis as required by Subsection 35.22.E ®D.2:-q upon request by the Oil and Gas Inspector. G. In addition to the records listed in Subsections 35.22.5. . . & .°F.9 and 35.22. 12.13, the Operator shall provide the City with a copy of all records filed with the RRC and TCEQ by the Operator or by third parties. Copies of such records shall be kept on the Drilling and Production Site and shall be available for inspection when requested by the Oil and Gas Inspector. 35.22.13. - Notice of Activities. A. Any Operator who intends to perform the following activities: (1) drill a well; (2) re -work a well using a drilling rig; (3) to fracture stimulate a well; (4) perform flow back operations; (5) plug a well; (6) perform any other maintenance at a Drilling and Production Site; or (7) to conduct seismic exploration not involving explosive charges; shall give written notice to the City no sooner than thirty (30) days and no later than three (3) days before the activities begin, provided that the Operator has first obtained all necessary authorizations required by this Chapter. Road Damage Remediation Fees shall be paid to the City and submitted with the Notice of Activities. B. All dwellings within twelve hundred (1,200) feet of a Drilling and Production Site shall be notified a minimum of ninety -six (96) hours prior to the activities listed in Section A. 1. The notice shall identify where the activities will be conducted and shall describe the activities in reasonable detail, including but not limited to the duration of the activities and the time of day they will be conducted. 2. The notice shall also provide the address and the telephone numbers of two persons responsible for the well who may be contacted twenty -four (24) -hour a day concerning the activities. C. The Operator responsible for the activities shall post a sign at the entrance of the Drilling and Production Site giving the public notice of the activities, including the name, address, and twenty -four (24) -hour phone number of the person conducting the activities. D. If upon receipt of the notice the City determines that an inspection by the Oil and Gas Inspector is necessary, the Operator will pay the City's customary charge for the inspection. E. Surface Casing. 1. The Operator shall notify the Inspector within 24 hours of setting surface casing. 2. Casing procedures shall follow RRC Rule 3.13, or any successor regulation. F. If a proposed Drilling and Production Site is located within twelve hundred (1,200) feet of a Protected Use, the Operator shall also host a public meeting at a location accessibly convenient to surrounding property owners and residents at least ten (10) days, but no more than forty -five (45) days, prior to either: (1) the public hearing held by the Planning and Zoning Commission in connection with an SUP application, or (2) the submission of a Preliminary Gas Well Development Site Plan if an SUP is not required. The Operator must provide written notice of the meeting to all property owners located within one thousand (1,200) feet of the proposed Drilling and Production Site. A mailing list that identifies each property and property owner shall be submitted to the Oil and Gas Inspector for proof of compliance with this requirement. The meeting should provide information regarding planned activities and timelines for the site and must provide an opportunity for citizens to ask questions about the proposed site. All notification and meeting costs shall be borne by the Operator. G. All surrounding property owners, businesses and residents within twelve hundred (1,200) feet of a Drilling and Production Site shall be notified a minimum of ninety -six (96) hours prior to fracturing of a wellhead. In addition, at least two (2) business days before fracturing operations commence, the Operator shall post a sign at the entrance of the site advising the public of the date the operations will begin and send notice to the City. ON -35.22.4-213. - Notice of Activities. A. Any Operator who intends to perform the following activities: (1) drill a well; (2) re -work a well using a drilling rig; (3) to fracture stimulate a well ; (4) perform flow back operations; (5) plug a well; (6) perform any other maintenance at a Drilling and Production Site; or (7) to conduct seismic exploration not involving explosive charges; shall give written notice to the City no sooner than thirty (30) days and no later than 4 '__o� s;A,Eghree (213�) days before the activities begin, provided that the Operator has first obtained all necessary authorizations required by this Chapter. Road Damage Remediation Fees shall be paid to the City and submitted with the Notice of Activities. B. All dwellings within twelve hundred (1,200) feet of a we44Drilling and Production Site shall be notified a minimum of t;ar�-y eigktninety -six (49�96) hours prior to the activities listed in Section A. 1. The notice shall identify where the activities will be conducted and shall describe the activities in reasonable detail, including but not limited to the duration of the activities and the time of day they will be conducted. 2. The notice shall also provide the address and the telephone numbers of two persons responsible for the well who may be contacted twenty -four (24) -hour a day phe+te concerning the activities. C. The Operator responsible for the activities shall post a sign at the entrance of the Drilling and Production Site giving the public notice of the activities, including the name, address, and twenty -four (24) -hour phone number of the person conducting the activities. D. If upon receipt of the notice the City determines that an inspection by the Oil and Gas Inspector is necessary, the eOperator will pay the City's customary charge for the inspection. E. Surface Casing. 1. The Operator shall notify the Inspector within 24 hours of setting surface casing. 2. Casing procedures shall follow RRC Rule 3.13, or any successor regulation. F. If a proposed Drilling and Production Site is located within twelve hundred (1,200) feet of a Protected Use, the Operator shall also host a public meeting at a location accessibly convenient to surrounding property owners and residents at least ten (10) days, but no more than forty -five (45) days, prior to either: (1) the public hearing held by the Planning and Zoning Commission in connection with an SUP application, or (2) the submission of a Preliminary Gas Well Development Site Plan if an SUP is not required. The Operator must provide written notice of the meeting to all property owners located within one thousand (1,4200) feet of the proposed Drilling and Production Site. A mailing list that identifies each property and property owner shall be submitted to the Oil and Gas Inspector for proof of compliance with this requirement. The meeting should provide information regarding planned activities and timelines for the site and must provide an opportunity for citizens to ask questions about the proposed site. All notification and meeting costs shall be borne by the Operator. G. All surrounding property owners, businesses and residents within twelve hundred (1,200) feet of a Drilling and Production Site shall be notified a minimum of t;ar�-y eigktninety -six (49�96) hours prior to fracturing of a wellhead. In addition, at least two (2) business days before fracturing operations commence, the Operator shall post a sign at the entrance of the site advising the public of the date the operations will begin and send notice to the city. Formatted: Font: Not Bold, Font color: Black Formatted: Indent: Left: 0.25" Hanging: 0.25 ", Tab stops: -13", Left 35.22.14. — Relief Measures. A. Board of Adjustment Proceedings. I. The Board of Adjustment shall hear and decide appeals of orders, decisions, or determinations made by the Oil and Gas Inspector relative to the application and interpretation of this Subchapter, except for vested rights appeals and matters described in Section 35.22.I4.C.; furthermore the Board of Adjustment shall hear and decide requests for variances to the provisions of this Subchapter under the relevant criteria set forth below. The Board may also grant special exceptions: (i) extending the expiration date of a Consolidation Permit, a Site Preparation Plan, a Gas Well Development Site Plan or a Gas Well Permit for a period not to exceed one year; or (ii) limiting the area of contiguous leased area under consideration for a consolidation permit pursuant to Section 35.22.4.D.3. Any Operator who desires to appeal the decision of the Oil and Gas Inspector, request a variance or request a special exception to file a variance may file an appeal or variance to the Board of Adjustment pursuant to this Section shall follow the procedures in Section 35.3.6 of the DDC. Appeal fees shall be required for every appeal or variance request. a. Standard of review for appeals. The members of the Board of Adjustment shall have and exercise the authority to hear and determine appeals where it is alleged there is error or abuse of discretion regarding the approval or denial of a Gas Well Development Site Plan, or the issuance or non - issuance of a Gas Well Permit. b. Standard of review for variances. In deciding variance requests, the Board of Adjustment shall consider, where applicable, the following relevant criteria: i. Whether there are special circumstances existing on the property on which the application is made related to size, shape, area, topography, surrounding conditions and location that do not apply generally to other property in the vicinity; ii. Whether a variance is necessary to permit the applicant the same rights in the use of his property that are presently enjoyed by other similarly situated properties, but which rights are denied to the property on which the application is made; iii. Whether the granting of the variance on the specific property will adversely affect any other feature of the comprehensive master plan of the City; iv. Whether the variance, if granted, will be of no material detriment to the public welfare or injury to the use, enjoyment, or value of property in the vicinity; v. Whether the operations proposed are reasonable under the circumstances and conditions prevailing in the vicinity considering the particular location and the character of the improvements located there; vi. Whether the drilling of the maximum number of potential wells for the proposed drill site would conflict with the orderly growth and development of the City; vii. Whether there are other alternative well site locations; viii. Whether the operations proposed are consistent with the health, safety and welfare of the public when and if conducted in accordance with the oil, gas, or combined well permit conditions to be imposed; ix. Whether the operations proposed are consistent with protecting the ecological integrity and environmental quality, including protection of surface and ground water sources, of potentially impacted environmentally sensitive areas; x. Whether there is reasonable access for City fire personnel and firefighting equipment, including the ability to safely evacuate potentially affected residents; xi. Whether the impact upon adjacent property and the general public by operations conducted in compliance with the gas well permit conditions are reasonable and justified, balancing the following factors: 1. The reasonable use of the mineral estate by the mineral estate owner(s) to explore, develop, and produce the minerals; and 2. The availability of alternative drilling sites; and xii. Where a variance is requested to reduce separation standards in 35.22.8.A.1, in addition to other relevant criteria, the extent to which owners of Protected Uses, or freshwater wells currently in use, have consented to the reduction in separation standards in writing. c. The Board of Adjustment shall determine whether to grant an extension of the expiration date for a Gas Well Development Site Plan or Gas Well Permit based ON upon whether there are circumstances reasonably beyond the control of the Operator, including any delay on the part of the City in issuing subsequent permits, that justify an extension of the Site Plan or Permit, in order that the Operator may enjoy the same rights in the use of the property that are presently enjoyed by other similarly situated properties, but which rights are denied to the property for which the Site Plan or Permit expires. d. The Board of Adjustment shall determine whether to grant an applicant's request for a special exception to limit the contiguous leased area under consideration for a consolidation permit pursuant to Section 35.22.4, based on proof that such area(s) is under separate mineral lease from the mineral lease that contains the proposed consolidated site; that the mineral lease containing such consolidated site prohibits access to the leased area(s) to be excluded and that there is no economically feasible means of either obtaining the lessor's consent to access the minerals from such area(s) to be excluded from the proposed consolidated site or that the areas cannot be accessed through joint operating agreements from the proposed consolidated site. The Board in evaluating the special exception request may employ experts to assist it in deciding the special exception. The Board may approve a special exception for a smaller area than requested by the applicant. 2. The Board of Adjustment may reverse or affirm, in whole or in part, or modify the Oil and Gas Inspector's order, requirement, decision or determination from which an appeal is taken and make the correct order, requirement, decision or determination from which an appeal is taken and make the correct order, requirement, decision or determination. The Board of Adjustment may issue a variance to the applicant under the criteria referenced in Subsection A.l.b., and may grant a special exception under the criteria referenced in A.l.c. Any action under this subsection shall require a three- fourths majority vote of the entire Board of Adjustment. 3. Any Operator aggrieved by any decision of the Board of Adjustment may present to a court of record a petition, duly verified, stating that such decision is illegal, in whole or in part, and specifying the grounds of the alleged illegality. Such petition shall be presented within ten days after the date on which the decision of the Board of Adjustment was rendered and not thereafter, and judicial review of the petition shall be pursuant to Texas Local Government Code, § 211.011, as amended. B. Watershed Permit Appeals. 1. The applicant may appeal the denial or conditional approval of a Watershed Protection Permit on grounds pertaining to the standards in Subsection 35.22.5.1) to the Planning and Zoning Commission within ten (10) calendar days of the decision by 3 the DRC. In deciding the appeal, the Planning and Zoning Commission shall decide the appeal based upon the standards made applicable to the permit by Subsection 35.22.5.D. 2. The applicant may file a petition for review pursuant to Subsection 35.22.5.D on grounds therein specified to the City Council within ten (10) calendar days of the decision by the Planning and Zoning Commission. The Council shall decide the petition based upon the criteria in Subsection 35.22.5.D. C. Vested Rights Appeals. Any person who claims that he has obtained a vested right pursuant to Texas Local Government Code, Chapter 245 or other applicable vesting law for such applications, may request a determination pursuant to Section 35.3.8 of the DDC. For proposed gas wells to be located inside the city limits, the petitioner shall include a statement of the reasons why the zoning regulations contained in this Subchapter 22 are not exempt from statutory limitations on the application of new zoning standards. M 35.22.46. ad °°° kees]l4. — Relief Measures. A. Board of Adjustment Proceedings. The Board of Adjustment shall hear and decide appeals of orders, decisions, or determinations made by the Oil and Gas Inspector relative to the application and interpretation of this Subchapter, except for 4 4o-yL- vested ri (Yhts appeals and matters described in 44 ,Section 35.22.44— ?--&ad ?��514.C; furthermore the Board of Adjustment shall hear and decide requests for variances to the provisions of this Subchapter under the relevant criteria set forth below. The Board may also grant a special eeicrexceptions: (i) extending the expiration date of a Consolidation Permit, a Site Preparation Plan, a Gas Well Development Site Plan or a Gas Well Permit for a period not to exceed one year; or (ii) limiting the area of contiguous leased area under consideration for a consolidation permit pursuant to 44e -e Section 35.22.4.D.3. Any Operator who desires to appeal the e--4 nreir�r� c- decision of the Oil and Gas Inspector, request nest or request a special exce tion to file a variance may file an appeal or variance to the Board of Adjustment pursuant to_this Section shall follow the procedures in Section 35.3.6 of the DDC. Appeal fees shall be required for every appeal or variance request. 14=14E 4 + - ns. ° 4 rll re t va the app r a. Standard of review for appeals. The members of the Board of Adjustment shall have and exercise the authority to hear and determine appeals where it is alleged there is error or abuse of discretion regarding the approval or denial of a Gas Well Development Site Plan, or the issuance or non - issuance of a Gas Well Permit. b. Standard of review for variances. In deciding variance requests, the Board of Adjustment shall consider, where applicable, the following relevant criteria: i. Whether there are special circumstances existing on the property on which the application is made related to size, shape, area, topography, surrounding conditions and location that do not apply generally to other property in the vicinity; ii. Whether a variance is necessary to permit the applicant the same rights in the use of his property that are presently enjoyed by other similarly situated properties, but which rights are denied to the property on which the application is made; iii. Whether the granting of the variance on the specific property will adversely affect any other feature of the comprehensive master plan of the #*CLity; iv. Whether the variance, if granted, will be of no material detriment to the public welfare or injury to the use, enjoyment, or value of property in the vicinity; v. Whether the operations proposed are reasonable under the circumstances and conditions prevailing in the vicinity considering the particular location and the character of the improvements located there; vi. Whether the drilling of the maximum number of potential wells for the proposed drill site would conflict with the orderly growth and development of the %City; vii. Whether there are other alternative well site locations; viii. Whether the operations proposed are consistent with the health, safety and welfare of the public when and if conducted in accordance with the oil, gas, or combined well permit conditions to be imposed; ix. Whether the operations proposed are consistent with protecting the ecological integrity and environmental quality, including protection of surface and ground water sources, of potentially impacted environmentally sensitive areas; x. Whether there is reasonable access for tCi�t fire personnel and firefighting equipment, including the ability to safely evacuate potentially affected residents; xi. Whether the impact upon adjacent property4e,,i) and the general public by operations conducted in compliance with the o4_ gas; --mow � _ well permit conditions are reasonable and justified, balancing the following factors: 1. The reasonable use of the mineral estate by the mineral estate owner(s) to explore, develop, and produce the minerals; and 2. The availability of alternative drilling sites; and 2 xii. Where a variance is requested to reduce separation standards in 35.22.448A. 1, in addition to other relevant criteria, the extent to which owners of Protected Uses, or freshwater wells currently in use, E)r preN,ieusl- e plat4ed „r.a,_' �e ]^*e, —WT -° W- hi*a-bl° stFuetur °° have consented to the reduction in separation standards in writing. c. The Board of Adjustment shall determine whether to grant an extension of the expiration date for a Gas Well Development Site Plan or Gas Well Permit based upon whether there are circumstances reasonably beyond the control of the Operator, including any delay on the part of the City in issuing subsequent permits, that justify an extension of the Site Plan or Permit, in order that the Operator may enjoy the same rights in the use of the property that are presently enjoyed by other similarly situated properties, but which rights are denied to the property for which the Site Plan or Permit expires , d. The Board of Adjustment shall determine whether to errant an applicant's request 1 ( rr a special exception to limit the Conti 5uous leased area under consideration for a consolidation permit pursuant to Section 35.22.4, based on proof that such areas) is under separate mineral lease from the mineral lease that contains the roposed consolidated site; that the mineral lease cantainin� such consolidated site access a) ph be excluded and that there is no economically feasible means <,1' either obtainin(5 the lessor's consent to access the minerals from such areas) to be excluded from the r<aposed consolidated site or that the areas cannot be accessed throuuh point uperatinu agreements froin the proposed consolidated site "d'he Board in evaluatin 5 tl ecial exception ret ti nest may em luy experts to assist it in decidin(5 the special exception. The Board may approve a special exception 1 <rr a smaller area than requested b the ap licant. 2. The Board of Adjustment may reverse or affirm, in whole or in part, or modify the Oil and Gas Inspector's order, requirement, decision or determination from which an appeal is taken and make the correct order, requirement, decision or determination from which an appeal is taken and make the correct order, requirement, decision or determination. The Board of Adjustment may issue a variance to the applicant under the criteria referenced in Subsection A.l.b., and may grant a special exception under the criteria referenced in A.I.e. Any action under this subsection shall require a three- fourths majority vote of the entire Board of Adjustment. 3. Any Operator aggrieved by any decision of the Board of Adjustment may present to a court of record a petition, duly verified, stating that such decision is illegal, in whole or in part, and specifying the grounds of the alleged illegality. Such petition shall be presented within ten days after the date on which the decision of the Board of 3 Formatted: Border:: (No border) Formatted: incr2, Indent: Left: 0.75', Hanging: 0.25' Adjustment was rendered and not thereafter, and judicial review of the petition shall be pursuant to Texas Local Government Code, § 211.011, as amended. B. Watershed Permit Appeals. The applicant may appeal the denial or conditional approval of a Watershed Protection Permit on grounds pertaining to the standards in Subsection 35.22.5.E Formatted: Font: +Body gI) to the Planning and Zoning Commission within ten (10) calendar days of the decision by the DRC. In deciding the appeal, the Planning and Zoning Commission shall decide the appeal based upon the standards made applicable to the permit by Subsection. ^� 4-,+ �. ' 35.22.5.D. 2. The applicant may file a petition for review pursuant to Subsection^ ri -44 35.22.5.1) on grounds therein specified to the City Council within ten (10) calendar days of the decision by the Planning and Zoning Commission. The Council shall decide the petition based upon the criteria in Subsection, 35.22.5,. ^ .4 - &n4 ^ f). C. ' iet1 Vested Rights A X1,..1 "r 1. ev . ,rye 1 ` �C�C'ci`L�YG f°YiT' 2 eals. 1-. f�r�C4 �f�T.ef aw--4 ".- cirkf- �k1-C+- riri-',- 1= rc= raxm- a};"= nr1�s- -E3E- k�✓i311--t�3E",-(?i it.= iui-lrrc -,1,r ":Rfff; Formatted: Font: +Body f�:°°°i•! - r:; l':,,,, r: M- ii.° = r- �` t -°zrii°i-c;�, "crieirM-Yi114 -- �.x--sik$.' li�t� : 1�f'i1(�4 —(�fi trriic-icr, "erricekt-:ifi- MR 35.22.15. - Remedies of the City. A. If an Operator (or its officers, employees, agents, contractors, subcontractors or representatives) fails to comply with any requirement of a Gas Well Permit (including any requirement incorporated by reference as part of the Permit), the Fire Marshal or Oil and Gas Inspector may, in connection with or separate from 35.22.16, give written notice to the operator specifying the nature of the alleged failure and giving the Operator a reasonable time to cure, taking into consideration the nature and extent of the alleged failure, the extent of the efforts required to cure, and the potential impact on the health, safety, and welfare of the community. The Operator shall respond in writing within forty -eight (48) hours and indicate how the violation(s) shall be cured. In no event, however, shall the cure period be less than thirty (30) days unless the alleged failure presents a risk of imminent destruction of property or injury to persons or unless the alleged failure involves the operator's failure to provide periodic reports. The Fire Marshal may issue a Stop Work Order under the Fire Code. B. If the Operator does not cure the alleged failure within the time specified by the Fire Marshal and /or Oil and Gas Inspector, the Fire Marshal and/or Oil and Gas Inspector may notify the RRC and request that the RRC take appropriate action (with a copy of such notice provided to the operator), and the City may pursue any other remedy available. C. If the operator does not cure the alleged failure within the time specified by the Fire Marshal and /or Oil and Gas Inspector, the Oil and Gas Inspector may upon recommendation of the Health and Building Standards Commission 1. Recommend to the City Council that the Gas Well Permit be suspended until the alleged failure is cured; or, 2. Recommend to the City Council that the Gas Well Permit be revoked, if after prior suspension the Operator does not cure the alleged failure. D. The decision of the Fire Marshal and /or Oil and Gas Inspector to recommend suspension or revocation of a Gas Well Permit shall be provided to the Operator in writing at least ten (10) days before any action by the City Council unless the alleged failure present a risk of imminent destruction of property or injury to persons. E. If a Gas Well Permit is revoked, the Operator may submit information to the Oil and Gas Well Inspector evidencing that the alleged failure resulting in the revocation of the Gas Well Permit have been corrected, and an application for a new Gas Well Permit may be submitted for the same well. I Im I I -2I -I4 35.22.4-715. - Remedies of the City. A. If an Operator (or its officers, employees, agents, contractors, subcontractors or representatives) fails to comply with any requirement of a Gas Well Permit (including any requirement incorporated by reference as part of the Permit), the Fire Marshal or Oil and Gas Inspector may, in connection with or separate from 35.22.16, give written notice to the operator specifying the nature of the alleged failure and giving the Operator a reasonable time to cure, taking into consideration the nature and extent of the alleged failure, the extent of the efforts required to cure, and the potential impact on the health, safety, and welfare of the community. The Operator shall respond in writing within forty -eight (48) hours and indicate how the violation(s) shall be cured. In no event, however, shall the cure period be less than thirty (30) days unless the alleged failure presents a risk of imminent destruction of property or injury to persons or unless the alleged failure involves the operator's failure to provide periodic reports. The Fire Marshal ^r Oil and Gas hispeete may issue a Stop Work Order under the Fire Code. B. If the Operator does not cure the alleged failure within the time specified by the Fire Marshal and /or Oil and Gas Inspector, the Fire Marshal and/or Oil and Gas Inspector may notify the RRC and request that the RRC take appropriate action (with a copy of such notice provided to the operator), and the City may pursue any other remedy available. C. If the operator does not cure the alleged failure within the time specified by the Fire Marshal and /or Oil and Gas Inspector, the Oil and Gas Inspector may upon recommendation of the Health and Building Standards Commission 1. Recommend to the City Council that the Gas Well Permit be suspended until the alleged failure is cured; or, 2. Recommend to the City Council that the Gas Well Permit be revoked, if after prior suspension the Operator does not cure the alleged failure. D. The decision of the Fire Marshal and /or Oil and Gas Inspector to recommend suspension or revocation of a Gas Well Permit shall be provided to the Operator in writing at least ten (10) days before any action by the City Council unless the alleged failure present a risk of imminent destruction of property or injury to persons. E. If a Gas Well Permit is revoked, the Operator may submit information to the Oil and Gas Well Inspector evidencing that the alleged failure resulting in the revocation of the Gas Well Permit have been corrected, and an application for a new Gas Well Permit may be submitted for the same well. 35.22.16. - Enforcements, Right of Entry. A. The Fire Marshal and the Oil and Gas Inspector are authorized and directed to enforce this Subchapter and the provisions of any Gas Well Permit. Whenever necessary to enforce any provision of this Subchapter or a Gas Well Permit, or whenever there is reasonable cause to believe there has been a violation of this Subchapter or a Gas Well Permit, the Fire Marshal or Oil and Gas Inspector, may enter upon any property covered by this Subchapter or a Gas Well Permit at any reasonable time to inspect or perform any duty imposed by this Subchapter. If entry is refused, the City shall have recourse to every remedy provided by law and equity to gain entry. B. It shall be unlawful and an offense for any person to do the following: 1. Engage in any activity not permitted by the terms of a Gas Well Permit issued under this Subchapter; 2. Fail to comply with any conditions set forth in a Gas Well Permit issued under this Subchapter; or 3. Violate any provision or requirement set forth under this Subchapter. C. The enforcement and penalty provision under Subsection 35.1.10.4 shall apply to a violation of this Subchapter. D. The Oil and Gas Inspector is authorized to issue citations into municipal court for violations of this Subchapter or Gas Well Permit. E. The City may also notify the EPA, TCEQ, RRC or other applicable federal or state agency in connection with violations of this Subchapter. 1 35.22.4-816. 16. - Enforcements, Right of Entry. A. The Fire Marshal and the Oil and Gas Inspector are authorized and directed to enforce this Subchapter and the provisions of any Gas Well Permit. Whenever necessary to enforce any provision of this Subchapter or a Gas Well Permit, or whenever there is reasonable cause to believe there has been a violation of this Subchapter or a Gas Well Permit, the Fire Marshal or Oil and Gas Inspector, may enter upon any property covered by this Subchapter or a Gas Well Permit at any reasonable time to inspect or perform any duty imposed by this Subchapter. If entry is refused, the City shall have recourse to every remedy provided by law and equity to gain entry. B. It shall be unlawful and an offense for any person to do the following: 1. Engage in any activity not permitted by the terms of a Gas Well Permit issued under this Subchapter; 2. Fail to comply with any conditions set forth in a Gas Well Permit issued under this Subchapter; or 3. Violate any provision or requirement set forth under this Subchapter. C. The enforcement and penalty provision under Subsection 35.1.10.4 shall apply to a violation of this Subchapter. D. The Fife M,,, sha Oil and Gas Inspector is authorized to issue citations into municipal court for violations of this Subchapter or Gas Well Permit. E. The City may also notify the EPA, TCEQ, RRC or other applicable federal or state agency in connection with violations of this Subchapter. Exhibit 3 SECTION 35.7.16 Gas Well Combining District 35.7.16.1. Purpose, Applicability and Nature of Combining District. A. Purpose. The purpose of the Gas Well Combining District is to assure compatibility between gas well development and residential, commercial and industrial developments within the corporate limits of the City by requiring consolidation of gas well Drilling and Production activities within areas that present the least conflicts between existing and future surface developments, on the one hand, and gas well development on the other, with the objective of establishing one gas well Drilling and Production Site per square mile. The Combining District is intended to reduce to the maximum extent possible the deleterious impacts arising from gas well development to other types of surface developments within proximity to gas well drilling and production activities, while providing mineral owners with reasonable access to mineral resources through development of the surface. The District is also intended to promote the existing and future economic development of the City and to promote the health, safety and general welfare of the City's residents and employees. B. Applicability. No gas well development may be undertaken on a new Drilling and Production Site unless such activities have been authorized by approval of a Gas Well Combining District. A Gas Well Combining District may also be approved for the purpose of designating an existing Drilling and Production Site as a consolidated site. All new Drilling and Production Sites to be established within an existing PD or MPC Zoning District shall be approved as a Gas Well Combining District pursuant to the standards and procedures of this Section. C. Nature of Combining District. The Gas Well Combining District shall be considered an overlay zoning district that combines with any base zoning district, or with a proposal to initially zone or rezone land within the City. Establishment of a Combining District shall be by ordinance and shall be considered a zoning map amendment, shall be defined on the City's Official Zoning Map, and shall be processed as a zoning district amendment. Each Combining District shall designate a Drilling and Production Site for consolidation of all future gas well development within the District, the "consolidated site." D. Terms. The terms used in this Section incorporate the definitions of terms in Subchapter 35.22. 35.7.16.2. Uses Permitted Within Combining District. Only gas well drilling and production activities and uses incidental thereto are authorized within Drilling and Production Sites within a Gas Well Combining District. Within all other areas of the Combining District, only the uses authorized by the base zoning district(s) are authorized. Upon termination of the Combining District, the regulations of the base zoning district shall remain in effect for all of the land within the former Combining District. 35.7.16.3 Size of Combining District and Number of Wells Allowed. A. Area of District. The minimum area permitted for a Gas Well Combining District shall be eighty (80) acres, unless the applicant can demonstrate the necessity for utilizing a smaller area. Not more than one Drilling and Production Site shall be allowed per eighty (80) acres. All contiguous areas subject to mineral leases owned or controlled by the applicant shall be included within the proposed Combining District, unless the applicant can demonstrate the necessity for utilizing s smaller area. B. Number of Gas Wells. It is the intent of the Combining District regulations to consolidate as many gas wells on a single Drilling and Production Site as is feasible. The number of proposed gas wells authorized for a consolidated site shall be determined by computing one (1) gas well for every twenty (20) acres included within the Combining District. 35.7.16.4 Criteria for Establishing Combining District. In determining whether a Gas Well Combining District should be established, the Planning and Zoning Commission in reporting and recommending action, and the City Council in deciding the application, shall determine whether the location of the proposed Combining District, with or without conditions, best minimizes the deleterious impacts of existing and future gas well development on existing and planned future residential, commercial and industrial development within and adjacent to the Combining District, taking into consideration the following criteria: 1. The current base zoning district classification(s) for the proposed Combining District and the compatibility of gas well development with uses authorized within such classification(s); 2. The compatibility of the proposed Drilling and Production Site with other existing and authorized surface developments; 3. The location of existing Drilling and Production Sites within the proposed Combining District or within one half -mile of the proposed consolidated site, which are under the control of the applicant; 4. The location of other Combining Districts or consolidated sites within one -half mile of the proposed consolidated site; 5. The extent to which the proposed consolidated site adversely affects watersheds and floodplains; PJ 6. The proposed location of roads for access to the proposed consolidated site and the effects on existing and future surface development within the District; 7. The location of existing and proposed pipelines and water lines to serve the proposed consolidated site and the anticipated effects of such facilities on other surface developments within the proposed Combining District; 8. The extent of contiguous mineral leases held or under the control of the applicant; and 9. The limitations on the applicant's ability to reasonably access the minerals it owns or leases without utilizing the proposed consolidated site. 35.7.16.5. Contents of Combining District Ordinance. The Ordinance approving the Gas Well Combining District shall identify the following: 1. The boundaries of each base zoning district that underlies the Combining District; 2. The boundaries of the District; 3. Identification of the consolidated site and each existing Drilling and Production Site within the Combining District by metes and bounds description; 4. A Combining District Plan showing the following: a. The location of the consolidated site and each existing Drilling and production site within the district; b. The location of the road(s) approved for access to each Drilling and Production Site; C. The reverse set -backs from the consolidated site and each existing Drilling and Production Site. 5. Requirements for public facilities to serve the Drilling and Production Site, including provision for improvements to the road network serving the consolidated site, if any; 6. Any conditions applicable to the gas well drilling and production activities within the Combining District; 7. The number of approved gas wells to be transferred, if any, from existing Drilling and Production Sites within or outside the District to the consolidated site; 3 The limitations on gas well development within all other existing Drilling and Production Sites within the District, including without limitation vacation of prior approved gas well development plats or site plans; and 9. Specification of reverse set -backs from the consolidated site and each existing Drilling and Production Site within the District, if different from those required by Subchapter 35.22. 35.7.16.6 Options and Conditions. In deciding the application, the Council may provide for any of the following: Designation of a different consolidated site than that proposed by the applicant if it better meets the purposes of the Combining District; 2. Designation of different boundaries for the Combining District than proposed by the applicant; Authorization for the transfer of approved gas wells to be transferred from existing drilling and production sites within or outside the District to the consolidated site, provided that the existing sites are restricted from new gas well development. 4. Imposition of such conditions on gas well drilling and production activities within the Combining District as are necessary to implement the purposes of the District, including the imposition of restrictions on development of new gas wells on other drilling and production sites under the control of the applicant and located within one -half mile of the consolidated site; and Designation of an existing drilling and production site as the consolidated site. 35.7.16.7 Effect of Approval of Combining District. Following approval of a Gas Well Combining District, the following rules shall apply within the District. These rules shall not be varied without amendment of the Combining District Ordinance. All gas well development shall be conducted solely within the consolidated site or within existing Drilling and Production Site(s) consistent with the terms of the Combining District Ordinance. All other areas within the Combining District shall be reserved for development of uses authorized in the base zoning district(s). 2. Road access to the drilling and production activities shall be solely upon roads designated for such purposes. 0 3. No other Drilling and Production Sites may be created within the boundaries of the Combining District. 4. Unless different reverse set -backs are specified in the Combining District Ordinance, no Protected Use may be located within 600 feet of the boundaries of the consolidated site, nor within 300 feet of any other existing Drilling and Production Site within the District. No other habitable structures may be located within 500 feet of the boundaries of the consolidated site. 5. All subsequent gas well development within the Combining District shall be in accordance with the standards and procedures contained within this Subchapter 35.22 and shall be in compliance with any conditions made applicable to such development within the District. 6. The separation distances in Section 35.22.8.A.1 shall not apply to gas well development on the consolidated site. 7. No more than thirty -two gas wells may be developed on a consolidated site within a one -mile square area. 8. All gas well development within the Combining District shall be approved and completed pursuant to the procedures and subject to the standards set forth in Subchapter 35.22. 35.7.16.8 Application Requirements. The applicant for a Gas Well Combining District shall be the mineral owner or lessee(s) of the land for which application is made. The application requirements for a consolidation permit set forth in Section 35.22.4.0 shall apply to a request to establish a Gas Well Combining District. In addition, the applicant shall include the following: 1. Proof of notice to each surface owner within the proposed boundaries of the District; 2. The proposed boundaries of the Combining District; 3. Written verification of the application; 4. Identification of the boundaries of each base zoning district within the proposed combining district; and 5. A draft Combining District Plan containing the elements described in Section 35.22.7.16.5(4). 35.7.16.9. Amendments. A. Following approval of a Final Gas Well Development Site Plan pursuant to Subchapter 35.22, the boundaries of the consolidated site designated in the Combining District Ordinance shall be deemed amended to include such area, without the necessity of amending the Combining District, provided that such boundaries are consistent with the Combining District Plan and are necessary only to accommodate the proper layout of the drilling and production facilities to be included within the consolidated site. B. All other changes to the location of the consolidated site or the number of wells contained therein shall require amendment of the Combining District. Any proposed amendment to an approved Final Gas Well Development Site Plan or development plat that is submitted for the purposes of relocating the boundaries of the consolidated site or existing Drilling and Production Site within the District shall be processed as a request for amendment of the Combining District. 35.7.16.10 Expiration of Authorization to Develop Gas Wells within Combining District. The authorization to develop gas wells within a Gas Well Combining District on the consolidated site shall be suspended (i) if no application for a Preliminary Gas Well Development Site Plan has been submitted within two years of the date of approval of the District, or (ii) within 5 years, if all site plan and permit applications have expired and no gas well has been established on the site. The Planning and Zoning Commission shall recommend and the Council shall decide whether the Combining District should be removed from the property, or whether the authorization to develop gas wells on the consolidated site should be reinstated with or without conditions. 35.7.16.11 Application for Designation of Existing Drilling and Production Site. A. The mineral owner or lessee may request rezoning of a tract containing one or more approved gas well drilling and production sites to a Gas Well Combining District in order to consolidate gas wells on a Drilling and Production Site that meets the standards of this Section. B. The mineral owner or lessee of an approved Drilling and Production Site within an existing PD or MPD zoning district or of such site approved pursuant to a Specific Use Permit may apply to convert such Drilling and Production Site and associated land to a Gas Well Combining District. C. Upon approval of a Gas Well Combining District designating an existing Drilling and Production Site as a consolidated site, all rules contained in subsection 35.7.16.7 shall apply, except as otherwise set forth in the ordinance establishing the Combining District. 11 Exhibit 4 Amend Subchapter 35.16.7. Lots, Access and Common Areas as follows: A. Amend the catchline for Subchapter 35.16.7, which currently reads as, "Lots, Access and Common Areas. ", to read as follows: "Lots, Access, Common Areas and Gas Well Notification Disclosure." B. Amend Section 35.16.7, Lots, Access and Common Areas, to include new Sections 35.16.7.E., which shall read as follows: E. Gas Well Notification Disclosure. A Plat that proposes single- or multi - family residential lots that will be within 1,200 feet of one or more gas well pad sites, except for those gas well pad sites and their subsurface mineral interests which are eliminated through plugging and abandonment, the Developer shall be required to provide all of the following disclosure notifications to all lot purchasers: 1. A note shall be placed on the Plat identifying the gas well pad site(s) and those proposed lots that are within 1,200 feet of the gas well pad site(s). Said note shall also include a statement that advises lot purchasers of the existence of producing wells on the gas well pad site(s), the possibility of new wells that may be drilled and fracture stimulated on the gas well pad site(s), as well as the possibility that gas wells on the gas well pad site(s) may be re- drilled and /or re- fracture stimulated in the future. 2. There shall be depicted on the Plat, or in a separate map, the location of the gas well pad site(s) in relation to the lots that are within 1,200 feet of a gas well pad site(s). 3. A provision shall be included in the Declaration of Restrictive Covenants that advises lot purchasers of the existence of producing wells on the gas well pad site(s), the possibility that new wells may be drilled and fracture stimulated on the gas well pad site(s), as well as the possibility that gas wells on the gas well pad site(s) may be re- drilled and /or re- fracture stimulated in the future. 4. A Notice document that advises lot purchasers of the existence of producing wells on the gas well pad site(s), the possibility that new wells may be drilled and fracture stimulated on the gas well pad site(s), as well as the possibility that gas wells on the gas well pad site(s) may be re- drilled and/or re- fracture stimulated in the future, shall be recorded with the Denton County Clerk's Office. The form of the disclosure notifications required in subsections E.3. and E.4. shall be approved by the City Attorney. Exhibit 5 Zoning Amendments to Section 35.5 Amend Subchapter 35.5, Zoning Districts and Limitations, as follows: A. Amend Section 35.5.1, Rural Districts, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.2, for the industrial land use category "Gas Wells B. Amend Section 35.5.2, Neighborhood /Residential, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.2, for the industrial land use category "Gas Wells," and delete the "SUP" designation for the NR -3, NR -4, NR -6, NRMU -12 and NRMU districts for the same category. C. Amend Section 35.5.3, Downtown Diversity Core, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.2. for the industrial land use category "Gas Wells," and delete the "SUP" designation for the DR -1, DR -2, DC -N and DC -G districts for the same category. D. Amend Section 35.5.4 Community Mixed Use Centers, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.2, for the industrial land use category "Gas Wells," and delete the "SUP" designation for the CM -G and CM -E districts for the same category. E. Amend Section 35.5.5 Regional Mixed Use Centers, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.2, for the industrial land use category "Gas Wells" and delete the "SUP" designation for the RCR -1 and RCR -2 districts for the same category. F. Amend Section 35.5.6, Employment Centers, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.2, for the industrial land use category "Gas Wells." G. Amend Section 35.5.7, Industrial Centers, subsection 2, Permitted Uses, by substituting the term "Gas Well Development," as defined in Section 35.22.2, for the industrial land use category "Gas Wells." H. Amend Section 35.5.8, Limitations, L (27), to read: "L (27) = Gas well development on new gas well drilling and production sites must be authorized through approval of a Gas Well Combining District pursuant to Section 35.7.16. Gas well development on existing drilling and production sites requires approval of a consolidation permit pursuant to Section 35.22.4. All gas well development is subject to compliance with Subchapter 35.22, Gas Well Drilling and Production." Exhibit 6 NEW OIL AND GAS PIPELINE ORDINANCE Amend Chapter 35 of the DDC to include new Subchapter 35.22A, "Oil and Gas Pipelines ", which shall read in its entirety as follows: Sec. 35.22A.1 - Purpose. The exploration, development, and production of oil and gas in the City of Denton are activities that necessitate reasonable regulation to ensure that all property owners, mineral and otherwise, have the right to enjoy their property and its benefits and revenues while at the same time protecting the City's citizens and others from risks associated with such activities. It is hereby declared to be the purpose of this subchapter to establish reasonable and uniform limitations, safeguards, and regulations for present and future operations related to transporting oil and gas and other substances which are produced in association with oil and gas, within the corporate limits of the City, and to the extent allowed or as may be allowed by state law, the extraterritorial jurisdiction, and to protect the health, safety and general welfare of the public; minimize the potential impact to property and persons; protect the quality of the environment; and encourage the safe and orderly transport of oil and gas resources. Sec. 35.22A.2 - Definitions. All technical and industry words and phrases related to the oil and gas pipelines related to transporting oil and gas and other substances which are produced in connection with oil and gas drilling and production activities not specifically defined shall have the meanings attributable thereto: (1) by other applicable definitions within the DDC; and (2) if not defined by the DDC, then the meaning customarily attributable to by prudent operators in the oil and gas industry. City regulated pipelines means those pipelines within the City that under federal and state rules and regulations are not exempt from City regulations and articles regarding mapping, inventorying, locating or relocating of pipelines, including, but not limited to, pipelines over, under, along, or across a public street or alley, pipelines from the well to the first point of custody transfer or in private residential areas within the boundaries of the City. Pipeline means all parts of those physical facilities through which gas, hazardous liquids, fresh water, salt water, or chemicals move in transportation, including but limited to, pipe, valves and other appurtenance attached to pipe, whether or not laid in public or private easement or public or private right -of -way within the City, including but not limited to gathering lines, production lines and transmission lines. This definition does not include pipelines associated with franchise utilities. Pipeline construction means the initiation of any excavation or other disturbance of property for the purpose of installation, construction, maintenance, repair, replacement, modification or removal of a pipeline. Pipeline or well emergency means a pipeline or well incident that is required to be reported to the RRC, the TCEQ, or any federal, state, or local regulatory agency. Pipeline permit means a permit for the movement of gas, oil, water or other products. Pipeline operator means any person owning, operating or responsible for operating a pipeline. Sec. 35.22A.3 - Oil and gas pipelines technical and permitting regulations. A. General regulations. 1. As determined in the sole, but reasonable, discretion of the City, pipelines may not interfere with or damage existing utilities, including but not limited to: water, sewer or gas lines, storm drains, electric lines or the facilities of any public utilities located in public rights -of -way, utility easements or other City -owned property or in private residential areas. 2. The pipeline operator shall be responsible to grade, level and restore the property affected by pipeline construction to the same surface condition, as nearly practicable, as existed before operations were first commenced within thirty (30) days after completion of the pipeline. 3. The pipeline operator shall construct, repair and /or maintain all pipelines so as to meet or exceed the applicable minimum criteria established by the statutory or regulatory requirements of the state and federal governments for such pipeline. 4. At least ten (10) days prior to the commencement of any pipeline construction, the pipeline operator shall give written mailed notice to all residents, tenants and property owners that are located adjacent to the proposed pipeline. The mailing shall include the operator's publication on pipeline safety. 5. At the time the required pipeline records are submitted to the railroad commission, the pipeline operator shall provide the Department the following information, including GPS information sufficient to locate the pipelines in the future, including the beginning and end points of the pipeline and sufficient points in between the pipeline route and the depth of cover information. This information shall be submitted to the Department in a format compatible with the Department's own GIS system. a. As -built or record drawings of the pipelines. Accuracy of the record drawings shall meet a survey level of one (1) foot to fifty thousand (50,000) feet. The scale of the record drawings shall be a minimum of one (1) inch to forty (40) feet. The drawings shall also be supplied in a digital file format with the location tied to at least one (1) nearby GPS (global positioning system) City monument. If the new pipeline length exceeds one thousand (1,000) feet within the City, the pipeline shall be tied to at least two (2) GPS City monuments; b. The origin point and the destination of the pipeline; c. The substance to be transported; d. A copy of the substance material safety data sheet (MSDS); e. Engineering plans, drawings and /or maps with summarized specifications showing the horizontal location, covering depths, and location of shutoff valves of the subject pipeline. Drawings shall show the location of other pipelines and utilities that are crossed or paralleled within fifteen (15) feet of the pipeline right -of -way; f. Detailed cross - section drawings for all public rights -of -ways and easement crossings on City property as permitted by the City; and g. A list of the names and mailing addresses of all the property owners, residents and tenants adjacent to the pipeline construction. 6. A pipeline operator that transports gas, oil, liquids or hydrocarbons through a pipeline located in the City shall be a member in good standing with the one call system or other approved excavation monitoring system as required by state law. The pipeline operator that transports gas, oil, liquids or hydrocarbons through a pipeline shall contract for service with the selected underground utility coordinating system for a minimum of five (5) years unless there is an agreement to change to an alternate system between the City and the pipeline operator. Said pipeline operator shall maintain such services without interruption for the life of the pipeline permit and as required under this section. 7. At the time of permitting and each year thereafter that the pipeline remains active, each pipeline operator shall provide to the Oil and Gas inspector, the Fire Marshal and the Chief of Police the names, mailing addresses and telephone numbers of at least two (2) primary persons, officers or contacts available on a twenty -four (24) hour basis and at least two (2) alternative persons, officers or contacts to be reached in the event that the primary contacts are unavailable who: a. Can initiate appropriate actions to respond to an emergency; b. Have access to information on the location of the closest shutoff valve to any specific point in the City; and c. Can furnish the common name of the material then being carried by the pipeline Any change in the above information must be provided to the City by contacting the gas inspector prior to such change. 8. Each pipeline operator shall file a copy of all initial or follow -up reports provided to the U.S. Department of Transportation or the RRC on unsafe pipeline conditions, pipeline emergencies or pipeline incidents within the City concurrently with the City. In addition, such pipeline operator shall file any initial or follow -up reports filed with state and federal environmental regulatory agencies pertaining to pipeline releases within the City concurrently with the City. 9. Every pipeline operator shall be required to file with the Department an annual verified report in letter form on or before June 30 of each year to cover a reporting period of the previous June 1 through May 31. Said written report shall contain a statement that the pipeline has no outstanding safety violations within the City as determined in an inspection or audit by either the RRC and /or the U.S. Department of Transportation with regard to any pipeline operating within the City. Alternatively, if there are any safety violations as determined by the RRC and /or the U.S. Department of Transportation that have not been corrected, these shall be described to the City with an action plan to correct the safety violations. Said action plan shall include a timeline for corrective action and the individual or firm responsible for each action. B. City regulated pipelines - peg snit required. 1. City regulated pipelines shall adhere to all standards outlined in section A. Federal and state statutory or regulatory requirements shall apply to pipelines between the well and the point of custody transfer. Prior to the transport of gas, oil, liquids or hydrocarbons, the operator shall provide to the Department certification from a professional engineer registered with the State of Texas that the design and installation of the pipelines meet all state and federal requirements. 2. Prior to pipeline construction and the issuance of notice required in section A.4, a pipeline operator shall obtain a pipeline permit from the City for all City regulated pipelines. Exceptions to this permitting requirement are those pipelines from the well to the first point of custody transfer and for construction necessary to respond to a pipeline emergency. 3. At the same time the operator submits a Gas Well Permit application, the operator shall require the pipeline operator to submit a proposed pipeline route from the well bore to the transmission line, for all City regulated pipelines. 4. The pipeline operator shall be required to submit an application for a pipeline permit to the Department prior to making any offer or initiating any negotiation or action to acquire any easement or other property right to construct, install, maintain, repair, replace, modify, remove or operate a pipeline in private residential areas. 5. The pipeline operator shall backfill all trenches and compact such trenches to ninety -five (959) percent standard density proctor in eight -inch lifts and construct the Pipeline so as to maintain a minimum depth of ten (10) feet below the finished grade except in public rights -of- way, where minimum cover to the top of the pipe shall be at the discretion of the Department based on existing or planned utilities. During the backfill of any pipeline excavations in open cut sections, the pipeline operator shall bury "buried pipeline" warning tape one (1) foot above any such pipeline to warn future excavators of the presence of a buried pipeline. The gas inspector may also require that a proposed or existing pipeline be relocated should it conflict with the proposed alignment and depth of a gravity dependent utility. 6. The pipeline operator shall equip all City regulated pipelines with an automated pressure monitoring system that detects leaks and shuts off any line or any section of line that develops a leak. In lieu of such system, the pipeline operator may have twenty -four (24) hour pressure monitoring of the pipeline system which provides monitoring of the pipeline within the City limits. 7. Review by the gas drilling review committee for all proposed pipelines through private residential areas shall be required prior to the issuance of a permit for the commencement of pipeline construction. 8. A pipeline permit application shall be required as follows: a. Applications for a City regulated pipeline or other activities regulated by this subsection shall be submitted to the Department in a form prescribed by the Department. b. Plans submitted with each application for a pipeline permit shall be in a format approved by the Department showing the dimensions and locations of the pipeline and related items or facilities, as well as all proposed lift stations, pumps or other service structures related to such pipeline and the location, type and size of all existing utilities, drainage, right -of -way and roadway improvements. The plans must additionally show the elevation and location of all known public utilities within fifteen (15) feet of the centerline of the proposed pipeline. Any application that fails to meet these requirements will be returned unfiled to the applicant. c. The following information shall be provided in the application: i. The name, business addresses and telephone numbers of the pipeline operator; ii. The names, titles and telephone numbers of the following: a. The person signing the application on behalf of the pipeline operator; b. The person designated as the principal contact for the submittal; and c. The person designated as the twenty -four (24) hour emergency contact; iii. The origin point and the destination of the proposed subject pipeline; iv. A text description of the general location of the proposed subject pipeline v. A description of the substance to be transported through the proposed subject pipeline; vi. A copy of the substance material safety data sheet (MSDS); vii. Engineering plans, drawings and /or maps with summarized specifications showing the horizontal location, covering depths and location of shutoff valves of the proposed subject pipeline. To the extent that information can be obtained, drawings shall show the location of other pipelines and utilities that will be crossed or paralleled within fifteen (15) feet of the proposed subject pipeline right -of -way; viii. A description of the consideration given to matters of public safety and the avoidance, as far as practicable, of existing habitable structures and private residential areas; ix. Detailed cross section drawings for all public street right -of -way and easement crossings; x. The proposed method or methods to be used for the installation of the pipeline; xi. Methods to be used to prevent both internal and external corrosion; xii. A binder or certificates of all bonds and insurance; and xiii. A proposed alignment strip map showing name and address of all affected property owners. C. Development Review Coininittee (DRC). 1. After the filing of an administratively complete application, the DRC shall review all applications for pipelines located in a private residential area. For other pipeline locations, an administrative conference may be conducted to seek resolution of any substantive, non - resolvable technical issues. If deemed necessary by the City, a third -party technical advisor may be employed. The costs associated with the technical advisor shall be borne by the pipeline operator. Any recommendation by the DRC to the Department is final. 2. If the DRC determines that the City should obtain an independent study or analysis of an application to construct a new pipeline, upon approval by the City Council, the City shall engage duly qualified independent consultant(s) or contractor(s) to conduct such special studies or analyses as required to fully evaluate and to act upon an application for a new pipeline. The actual cost for said consultant or contractor, including the cost of any inspections deemed necessary by the DRC or otherwise required, shall be paid by the pipeline operator. D. Pipeline info ination reporting requireinents. If the pipeline operator has no reporting responsibility to the RRC or the U.S. Department of Transportation and is otherwise exempt from the safety regulations of either of such agencies, the following documents pertaining to the preceding reporting period of June 1 through May 31 shall be furnished to the Department: 1. Copies of internal reports of responses to pipeline emergencies; 2. Current operations and maintenance logs; and 3. Current emergency response plan. E. Abandoned pipelines. 1. All pipelines shall be maintained in an active condition unless abandoned according to applicable state and federal regulations. The pipeline operator shall notify the Department within thirty (30) days of abandonment of any pipeline. 2. Reactivation of abandoned pipelines shall require notification to the Department pursuant to the standards and requirements specified in section 35.22.A.3. Reactivation shall require pressure testing for integrity and compliance with RRC and /or United States Department of Transportation regulations. F. Einergency response plans and einergency incident reporting. 1. Each pipeline operator shall maintain written procedures to minimize the hazards resulting from an emergency. These procedures shall at a minimum provide for the following: a. Prompt and effective response to emergencies, including but not limited to the following: i. Leaks or releases that can impact public health safety or welfare; ii. Fire or explosions at or in the vicinity of a pipeline or pipeline easement; and iii. Natural disaster; iv. Effective means to notify and communicate required and pertinent information to local fire, police and public officials during an emergency; v. The availability of personnel, equipment, tools and materials as necessary at the scene of an emergency; vi. Measures to be taken to reduce public exposure to injury and probability of accidental death or dismemberment; vii. Emergency shut down and pressure reduction of a pipeline; viii. The safe restoration of service following an emergency or incident; and ix. A follow -up incident investigation to determine the cause of the incident and require the implementation of corrective measures. 2. Upon discovery of a pipeline emergency or incident, any affected pipeline operator shall as soon as practical communicate to the City's 911 system the following information: a. A general description of the emergency or incident; b. The location of the emergency or incident; c. The name and telephone number of the person reporting the emergency or incident; d. The name of the pipeline operator; e. Whether or not any hazardous material is involved and identification of the hazardous material so involved; and f Any other information as requested by the emergency dispatcher or other such official at the time of reporting the emergency or incident. G. Pipeline repairs and maintenance. 1. All repairs and maintenance of pipelines are to be performed in accordance with U.S. Department of Transportation and RRC mechanical integrity requirements. 2. If non - emergency repairs necessitate excavation of a pipeline, the pipeline operator shall send notification to occupants of business establishments and residential dwellings located adjacent to the pipeline to be excavated at least five (5) days prior to commencing such repairs. 3. If above - ground non - emergency repairs that are not routine maintenance are required, the pipeline operator shall send notification to occupants of businesses and residential dwellings located within five hundred (500) feet from the centerline of the pipeline section to be repaired at least five (5) days prior to commencing such repairs. 4. The notice required in subsections (2) and (3) of this section shall be sent by U.S. regular mail, postage prepaid mailed at least five (5) days prior to commencing any non - emergency repair; provided, however, that the pipeline operator may use hand delivery notice as an alternative, at the pipeline operator's discretion. 5. Inspection of the interior of all regulated pipelines shall comply with United States Department of Transportation and RRC rules. H. Protection and painting of structures. A pipeline operator shall keep protected and painted all pipeline risers and all appurtenances related to pipeline construction and operations which are composed of materials which are generally protected or painted. Such operator shall repaint all such items at sufficiently frequent intervals to maintain same in good condition. It shall be a violation of this article for any pipeline operator to permit any pipeline riser and /or appurtenances related to pipeline construction and operations to be in a state of disrepair or to have chipped, peeling or unpainted portions. L No implied grant of use of public rights -of -way, utility easements or other City- owned property. Nothing in this subsection grants permission for the use of any street, public rights -of- way, utility easements, or City -owned property. In the event a pipeline operator wishes to undertake any pipeline construction on, over, under, along, or across any public rights -of -way, utility easements or other City -owned property, the pipeline operator shall apply for and execute a written agreement with the City governing the terms and conditions for such use; obtain all required permits and comply with any other applicable provisions of the DDC. J. Expiration of pipeline peg init. If construction of a pipeline has not commenced within one (1) year of the date of issuance of the pipeline permit, or if the pipeline has not been completed and the surface restored within two (2) years, the pipeline permit shall expire; provided, however, that the Director may grant an extension of time not to exceed an additional one (1) year if the D determines that weather or other unexpected physical conditions justify such an extension. K. No assumption of responsibility by City. Nothing in this subsection shall be construed as an assumption by the City of any responsibility of a pipeline operator of a pipeline not owned by the City. L. It is the joint and several responsibility of the owner and the pipeline operator of any and all pipeline to maintain the markers in accordance with this article. The location of all new or replacement pipe and pipelines shall be marked by the owner(s) thereof or by the person installing or operating such pipelines as follows: 1. Marker signs shall be placed at all locations where pipe or pipelines cross property boundary lines and at each side of a public street or road right -of -way which the pipe or pipeline crosses; 2. The top of all marker signs shall be a minimum of four (4) feet above ground level, and the support post must be sufficient to support the marker sign and shall be painted yellow or such other color as may be approved by the director of transportation and public works or his designee; 3. All marker signs shall be a minimum of twelve (12) inches square and shall be marked as "gas pipe line;" 4. All marker signs shall contain the name of the owner and operator of the pipeline and a twenty- four -hour local contact number; 5. Pipelines shall be marked along their entire length with a buried metal wire and metallic flag tape; 6. All signs shall also contain an 811 designation "Call Before You Dig" statement; and 7. The pipeline operator shall annually replace signage that has been lost, damaged or removed. M. Annually, all pipeline operators will provide affected landowners, public official and emergency providers with appropriate public awareness information as outlined in API 1162. o:A2014 gas well ordinance ainendinents \ainendinent to ordinance 2013 -248 to add penalty and interest to gas well fees -clean 12- 8- 14.docx Exhibit 7 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING ORDINANCE NO. 2013 -248 RELATING TO PLANNING AND DEVELOPMENT FEES AS IT CONCERNS GAS WELL DRILLING AND PRODUCTION IN THE CITY OF DENTON AND ITS EXTRATERRITORIAL JURISDICTION, AND ROAD DAMAGE REMEDIATION FEE CALCULATIONS DUE TO DAMAGE TO CITY OF DENTON ROADWAYS FROM GAS WELL DRILLING AND PRODUCTION ACTIVITIES IN THE CITY; ADDING PRODUCTION MONITORING FEES; AND SETTING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 2013 -248, the City Council of the City of Denton, Texas established certain fees related to gas well drilling and production in the City of Denton and the extra - territorial jurisdiction of the City, and also established a formula for the calculation of road damage remediation fees in the interest of recovering costs associated with damage to city roadways from gas well drilling and production activities; and WHEREAS, the City Council deems it in the public interest to authorize the assessment of penalties and interest in the event the fees authorized in Ordinance No. 2013 -248 and the Denton Development Code, Subchapter 22 are not timely remitted to the City; and WHEREAS, the City Council further deems it in the public interest to assess production monitoring fees incurred by the City in retaining any third party consultant to monitor the function of all equipment that may lead to fugitive emissions; 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 and found to be true. SECTION 2. The fifth preamble paragraph in Ordinance No. 2013 -248 is amended to strike the words "enter into a Road Damage Remediation Agreement" and substitute therefor the words "pay Road Damage Remediation Fees." SECTION 3. The seventh preamble paragraph in Ordinance No. 2013 -248 is amended to strike the words "Road Damage Remediation Agreement" and substitute therefor the words "Road Damage Remediation Fees." SECTION 4. Ordinance No. 2013 -248 is amended to add a new Section 4 as follows: "Production monitoring fees incurred by the City in retaining any third party consultant to monitor the function of all equipment that may lead to fugitive emissions is hereby adopted. Calculations for such fees are set forth in Exhibit `B." SECTION 5. Ordinance No. 2013 -248 is hereby amended to add a new Section 5 as follows: "Development fees are due and owing at the time of application and delinquent if not o:A2014 gas well ordinance ainendinents \ainendinent to ordinance 2013 -248 to add penalty and interest to gas well fees -clean 12- 8- 14.docx paid at that time. Inspection fees and production monitoring fees are due and owing on or before the 3oth day following any inspection, are delinquent thereafter, and will be billed to the operator of record. Road Remediation Fees are due and owing at the time the operator of record notices the City of intent to perform any activities specified in Subchapter 22 of the Denton Development Code; or, in the event of failure to notice the City of activities specified in Subchapter 22 of the Denton Development Code, at the time the operator embarks upon such specified activities, and are delinquent thereafter. To cover a portion of the administrative costs of collecting past due balances, a late payment charge of $20.00 shall be assessed on the fifth business day following the due date. Furthermore, interest shall be assessed on any past due account balance (excluding late payment charges) that remains unpaid at the time of each monthly billing calculation. The interest provided for and assessed shall be due and payable on the due date of the month's billing statement. The interest charge shall be 1% per month on all past due charges and account balances unpaid at the time of the succeeding month's billing calculations; however, the interest charge provided for herein shall not exceed the legal rate of interest, and the City intends only to assess, charge and collect such interest rate that does not exceed the highest lawful rate." SECTION 6. Sections 4 and 5 of Ordinance 2013 -248 are respectively renumbered to Section 5 and Section 6. SECTION 7. This ordinance shall become effective immediately. PASSED AND APPROVED this, the day of 12014. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY CHRIS WATTS, MAYOR Page 2 o:A2014 gas well ordinance ainendinents \ainendinent to ordinance 2013 -248 to add penalty and interest to gas well fees -clean 12- 8- 14.docx EXHIBIT `B" PRODUCTION MONITORING FEES Production Monitoring Fees shall be assessed under the following criteria: Priority High Moderate Frequency of Pad Site Inspections Location of Pad Site- 250 feet or less from Protected Uses more than 250 feet, less than 1200 feet Low Priority more than 1200 feet Quarterly Bi- Annually Annually 0 Separation distances shall be measured from the boundary of the Drilling and Production Site identified on the: (1) Gas Well Development Plat or Site Plan or (2) Final Gas Well Site Plan; in a straight line, without regard to intervening structures or objects, to: i. the closest exterior point of any structure occupied by a Protected Use; ii. any lot line of an undeveloped lot(s) in a City- approved platted residential subdivision; iii. any lot line in a residential subdivision plat that proposes to encroach upon an existing Drilling and Production Site; or iv. a freshwater well currently in use at the time a complete application for a gas well development [preliminary ?] site plan is filed. Assessment of fees per Pad Site 1 Well on Pad Site 2 -3 Wells on Pad Site 4 -6 Wells on Pad Site 7 -9 Wells on Pad Site 10 -12 Wells on Pad Site $1350 per Pad Site $2200 per Pad Site $3000 per Pad Site $4500 per Pad Site $6000 per Pad Site Compressor /Processing Pad Site $7500 per Pad Site Reinspection Page 3 $1350 per Well City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 14 -0852, Version: 1 Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code Section 551.071. Hold a Joint City Council and Planning and Zoning Commission Closed Meeting to consult with and provide direction to City's attorneys regarding legal issues and strategies associated with the current Gas Well Ordinance, and proposed Gas Well Ordinance amendment, 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 vested rights; impacts on federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; moratorium on drilling and production; other concerns about municipal regulatory authority or matters relating to enforcement of the Gas Well Ordinance, both current and proposed; settlement matters concerning gas well drilling in the City; surface development issues involving surface and mineral estates; and legal matters associated with a citizen's initiative ordinance and pending litigation styled Jerry Patterson, Commissioner, Texas General Land Office v. City of Denton, Texas, Cause No. D- 1- GN -14- 004628 currently pending in the 53rd District Court of Travis County and Texas Oil and Gas Association v. City of Denton, Cause No. 14- 09833 -431 currently pending in the 431st District Court of Denton County regarding hydraulic fracturing where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of Denton Page 1 of 1 Printed on 12/12/2014