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March 03, 2015 Agenda
City f Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 tmrmruotk@Itl www.cityofdenton.com Dt�NT N Meeting Agenda City Council Tuesday, March 3, 2015 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, March 3, 2015 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 March 3, 2015. 3. Work Session Reports A. SI15 -0002 Receive a report; hold a discussion and give staff direction on Planning and Development projects and priorities. Attachments: Exhibit 1 - Planning and Development Proiects List Exhibit 2 - Staff Recommended Prioritization of Council Directed Proiects Exhibit 3 - R2012 -030 B. SI15 -0001a Receive a report; hold a discussion, and give staff direction regarding proposed criteria for Tree Fund Expenditures and initial tree planting projects. Attachments: Exhibit 1 - Tree Fund Expenditure Criteria Exhibit 2 - Tree Expenditure Anaylsis Exhibit 3 - Tree Fund Management Parameters Exhibit 4 - KDB Arbor Day Expence Estimates Exhibit 5 - Analysis - Carl Young Exhibit 6 - Analvsis - North Pointe Exhibit 7 - Analysis - North Lakes East Exhibit 8 - Analysis - North Lakes West Ex 9 - Analysis - South Lakes Exhibit 10 - Tree Code Update ISR 2015 -017 C. SI15 -0009 Receive a report, hold a discussion and give staff direction regarding recommended revisions to Chapter 33 (Signs and Advertising Devices) of the Denton Code of Ordinances to define and regulate political signs, consistent with the limitations imposed by Texas Local Government Code §216.903, and Texas Election Code §61.003 and §85.036. City ofDenton Page I Printed on 31212015 City Council Meeting Agenda March 3, 2015 Attachments: Exhibit 1 -Texas Local Government Code 216.903 Exhibit 2 -Texas Election Code Section 61.003 Exhibit 3 -Texas Election Code Section 85.036 Exhibit 4- Political Sign Ordinance Exhibit 5- Political Sign Power Point Presentation. Pdf D. ID 15 -189 Receive a report, hold a discussion, and give staff direction 2013 -14 Comprehensive Annual Financial Report and annual audit. Attachments: Exhibit 1 CAFR Exhibit 2 Single Audit Exhibit 3 Auditor Letter regarding the FY 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 15 -186 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 further information regarding the purchase of certain real property interest located in and around the Township II area, and generally south and west of Colorado Blvd., south of Foxhollow, north and east of Angelina Bend Dr. and west of Valley Creek Rd. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Township II Park Property Acquisition Project [Greenbelt Tracts 1,2,4] & [ID 15 -187 Denton 68 Joint Venture]) B. ID 15 -146 Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate, and receive information from the City's attorneys pertaining to the legal consequences of negotiation and extensions of non - annexation agreements in areas of the City's extraterritorial jurisdiction, and provide the City's attorneys with direction, 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 or legal proceedings. City ofDenton Page 2 Printed on 31212015 City Council Meeting Agenda March 3, 2015 C. ID 15 -210 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 potential acquisition of real property interests generally located in the G. Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, for the construction, expansion and use of electric power transmission lines. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests in the area described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Pockrus /Teasley TM line)[ID-15 -209] D. ID 15 -196 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 a proposed economic development incentive agreement for Business Air (BAM Denton Management Ventures, LLC). This discussion shall include commercial and financial information the City Council has received from Business Air which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive 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. E. ID 15 -197 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 a proposed economic development incentive agreement for West Gate Business Park (WGBP Investments, LTD). This discussion shall include commercial and financial information the City Council has received from West Gate Business Park which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive 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 3 Printed on 31212015 City Council Meeting Agenda March 3, 2015 F. ID 15 -192 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 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 of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; current and proposed extension to, 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. 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 §55'1.07'1- 55'1.086 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 15 -110 Severe Weather Awareness Week B. ID 15 -208 Library Larry's Big Day City ofDenton Page 4 Printed on 31212015 City Council Meeting Agenda March 3, 2015 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: A. ID 15 -188 Mary Anderson regarding the ability to put hardie board siding on new construction in the Oak - Hickory Street Historic District. B. ID 15 -207 Pepper Rivers regarding parking permits for home health care and hospice providers at apartment complexes. C. ID 15 -214 Pat Smith regarding Denton for Fair Towing. D. ID 15 -215 Harrison Wicks regarding towing in Denton. 4. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — HH). 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 — HH 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 15 -151 Consider a request for an exception to the Noise Ordinance for the purpose of the St. Patrick's on Walnut Street festival. Live music will be played on an outdoor stage located in the 100 -115 block of Walnut Street, for the purpose of a downtown street festival on March 13, 2015. An exception is specifically requested to increase sound levels from 70 to 75 decibels and for an extension for hours from 10 p.m. to 11 p.m. Staff recommends approval. Attachments: Sound Variance Request StPatricks Walnut.pdf B. ID 15 -158 Consider approval of a resolution approving the 2014 Tax Increment Reinvestment Zone Number One (Downtown TIF) Annual Report; and declaring an effective date. The Downtown TIF Board recommends approval 5 -0. Attachments: Exhibit 1 Resolution Exhibit 2 Annual Report C. ID 15 -159 Consider adoption of an ordinance directing the publication of Notice of Intention to issue $18,800,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Solid Waste projects; and providing for an effective date. The Audit /Finance Committee recommends approval (3 -0). Attachments: Exhibit 1 - Ordinance Exhibit 2 - Issuance Timeline for GO Bonds City ofDenton Page 5 Printed on 31212015 City Council Meeting Agenda March 3, 2015 D. ID 15 -160 Consider adoption of an ordinance directing the publication of Notice of Intention to issue $80,125,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks and Sewer System and Electric System projects; and providing for an effective date. The Audit /Finance Committee recommends approval (3 -0). Attachments: Exhibit 1 - Ordinance E. ID 15 -161 Consider approval of a resolution allowing Chestnut Tree LC., to be allowed to sell alcoholic beverages at St. Patrick's on Walnut, March 13, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Attachments: Exhibit 1 Resolution and Agreement F. ID 15 -162 Consider approval of a resolution allowing DI2- Dentonl, LLC, DBA Lone Star Attitude Burgers, to be allowed to sell alcoholic beverages at St. Patrick's on Walnut, March 13, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Attachments: Exhibit 1 Resolution and Agreement G. ID 15 -163 Consider approval of a resolution allowing Denton Sweetwater Grill & Tavern, to be allowed to sell alcoholic beverages at St. Patrick's on Walnut, March 13, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Attachments: Exhibit 1 Resolution and Agreement H. ID 15 -164 Consider approval of a resolution allowing Roosters Roadhouse Inc. dba Roosters, to be the sole participant allowed to sell alcoholic beverages at 35 Denton, March 14 & 15, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Attachments: Exhibit 1 Resolution and Agreement L ID 15 -170 Consider adoption of an ordinance authorizing the City Manager to enter into an Interlocal Cooperative Purchasing Program Agreement with the University of North Texas Murphy Center for Entrepreneurship for classroom instruction and consulting services for the Leadership Excellence and Enhancement Program (LEEP) under Section 791.001 of the State of Texas Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5743 - Interlocal Agreement with the University of North Texas Murphy Center for Entrepreneurship in an amount not -to- exceed $130,147.80 for the three (3) program duration). Attachments: Exhibit 1- Ordinance Exhibit 2- Interlocal Agreement J. ID 15 -171 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for underground electric and fiber optic utility locating City ofDenton Page 6 Printed on 31212015 City Council Meeting Agenda March 3, 2015 services for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5720- awarded to USIC Locating Services, LLC in the three (3) year not -to- exceed amount of amount of $1,088,775). Attachments: Exhibit 1- Evaluation and Ranking Sheet Exhibit 2 -- Ordinance K. ID 15 -172 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for tank painting and repair work at the Lake Lewisville Water Treatment Plant and McKenna Park; providing for the expenditure of funds therefor; and providing an effective date (RFP 5671- awarded to NG Painting, LP in the three (3) year not -to- exceed amount of amount of $2,269,000). Attachments: Exhibit 1- Evaluation and Ranking Sheet Exhibit 2 -BAFO Pricing Exhibit 3 -PUB Agenda Sheet Exhibit 4- Ordinance L. ID 15 -173 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of a Leica Geosystems robotic total station for the City of Denton Police Department which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5732- awarded to Geomatic Resources in the not -to- exceed amount of $67,865.25). Attachments: Exhibit 1 -Staff Memo Exhibit 2- Proposal Exhibit 3 -Sole Source Letter Exhibit 4- Ordinance.pdf M. ID 15 -175 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the mowing of City of Denton parks, medians, right -of -ways, rail trails, and other municipal building areas (Class A,B,C, and Rail Trail); and providing an effective date (RFP 5659- awarded to highest ranked proposer for each item in the three (3) year not -to- exceed amount of $1,000,000). Attachments: Exhibit 1- Pricing and Evaluation Sheet Exhibit 2- Ordinance Exhibit 3- Classic Landscapes Contract Exhibit 3 -MET Contract Exhibit 3 -VMC Contract N. ID 15 -176 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for trucking services for various City of Denton departments; and providing an effective date (RFP 5739- awarded to Jagoe - Public Company in the three (3) year not -to- exceed amount of $750,000). City ofDenton Page 7 Printed on 31212015 City Council Meeting Agenda March 3, 2015 Attachments: Exhibit 1- Evaluation and Ranking sheet Exhibit 2- Ordinance.pdf Exhibit 3- Contract O. ID 15 -177 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of precast concrete pull boxes for Denton Municipal Electric; and providing an effective date (RFP 5747- awarded to Oldcastle Precast, in the three (3) year not -to- exceed amount of $2,000,000). Attachments: Exhibit 1- Evaluation and Ranking Sheet Exhibit 2 - Ordinance Exhibit 3- Contract P. ID 15 -187 Consider adoption of an ordinance of the City of Denton, Texas determining the public use, need, and necessity for the acquisition of fee title to properties described in the attached Exhibit "A" and located in and around the Township II area generally south and west of Colorado Blvd., south of Foxhollow, north and east of Angelina Bend Dr. and west of Valley Creek Rd., for park land; authorizing the City Manager and City Attorney, or their respective designees, to acquire the property including making initial and final offers, authorizing the use of the power of eminent domain to condemn the properties; and authorizing the City Attorney, or her designee, to file eminent domain proceedings, if necessary, and providing an effective date. (Township II Park Property Acquisition project: Greenbelt tracts 1, 2, and 4, Greenbelt North, Street, and West - Denton 68 Joint Venture [ID 15 -186]) Attachments: Exhibit 1 - Location Map Exhibit 2 - Ordinance Q. ID 15 -190 Consider adoption of an ordinance terminating Tax Increment Reinvestment Zone Number Three, City of Denton, Texas ( "Convention Center TIRZ "); authorizing the distribution of tax increment funds of the zone to taxing units participating in the zone in accordance with the Texas Tax Code; and providing an effective date. Attachments: Exhibit 1 Ordinance R. ID 15 -204 Consider adoption of an ordinance of the City Council of Denton, Texas authorizing the City Manager to execute "Project Utility Adjustment Agreement (Developer Managed) 35E -U- 0503" form TXDOT- DA- U- 35 -DM -IH 35E; facilitating and authorizing the relocation of water and wastewater utilities for the Interstate Highway 35 project, in substantial conformity with the attached Texas Department of Transportation agreement, with the developer, AGL Constructors, which is a consortium composed of Archer Western Contractors, LLC, Granite Construction Co. and The Lane Construction Company; and the Texas Department of Transportation; authorizing the expenditure of funds therefor; and providing an effective date. Attachments: Exhibit 1 Ordinance Exhibit 2 Agreement S. ID 15 -205 Consider a request for an exception to the Noise Ordinance from Jagoe - Public to complete reconstruction of U.S. 380 (University Drive), generally between Bonnie City ofDenton Page 8 Printed on 31212015 City Council Meeting Agenda March 3, 2015 Brae and Elm at various times between the hours of 12:00 a.m. and 8:00 a.m., March 2015 through January 2016. The Texas Department of Transportation regulations allow for work to be completed from Sunday through Friday. Staff recommends approval of the request. Attachments: Exhibit 1 - Map Exhibit 2 - Jagoe Request T. A15 -0001 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH1 of approximately 315 acres located East of H. Lively Road, South side of FM 2449, West side of John Paine Road; providing for severability and an effective date. Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance U. A15 -0002 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH2 of approximately 258 acres located on the South Side of University Drive, West and East sides of Thomas J. Egan Road, North of Jim Christal Road, West of Masch Branch Road; providing for severability and an effective date. Attachments: Exhibit 1- 2010 Annexation - Official Service Plan Exhibit 2- Ordinance V. A15 -0003 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH3 of approximately 421 acres located on the South side of spring side road, North, South, and West of Corbin Road, West of I -35; providing for severability and providing an effective date. Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance W. A15 -0004 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH -4 of approximately 347 Acres located on the East side of Bonnie Brae Street, West of Fort Worth Drive, East and West of Vintage Boulevard; providing for severability and providing an effective date. Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance City ofDenton Page 9 Printed on 31212015 City Council Meeting Agenda March 3, 2015 X. A15 -0005 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified in the 2010 annexation as DH -5, said modified agreement being for approximately 219.127 Acres of land located on the East side of Fort Worth Drive, West side of Country Club Drive, North of Brush Creek Road; providing for severability and an effective date. Attachments: Exhibit 1- 2010 Annexation - Official Service Plan Exhibit 2 - Ordinance Y. A15 -0006 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH -'1 '1 of approximately 388 Acres located Southeast of the intersection of Mayhill Road and McKinney Street; providing for severability and an effective date. Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance Z. A15 -0007 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH -14 of approximately 30 Acres located on the South side of Robinson Road, East of Teasley Lane; providing for severability and providing an effective date. Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance AA. A15 -0008 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as PAA'l of approximately '1.'17'1 Acres located on the South side of Jim Christal Road, the North side of Tom Cole Road, West of Masch Branch Road; providing for severability and an effective date. Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance BB. A15 -0009 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as PAA2 South of approximately 1,472 Acres located on the South Side of FM 1173, North W. University Drive, West of I -35; providing for severability and an effective date. City of Denton Page 10 Printed on 31212015 City Council Meeting Agenda March 3, 2015 Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance CC. A15 -0010 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as PAA3 of approximately 1,075 Acres located on the South Side of Ganzer Road, North and South of Barthold Road, North of FM 1173, West of I -35; providing for severability and effective date. Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance DD. A15 -0011 Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as PAA4 of approximately 1,555 Acres located on the South side of Milan Road, North of Loop 288, East of I -35; providing for severability and an effective date. Attachments: Exhibit 1 -2010 Annexation - Official Service Plan Exhibit 2- Ordinance EE. ID 15 -209 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute a Contract of Sale by and between the Joseph and Soraya Fletcher Irrevocable Gift Trust ( "Owner "), and the City of Denton, Texas, as buyer, to acquire a 2.353 acre permanent electric utility easement, a 0.008 acre temporary construction easement, and a 0.122 acre temporary construction easement, all located in the G. Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, as more particularly described and depicted in the attachments to Exhibit "'1" (the ordinance) and located generally east of I -35E and north of Shady Shores Rd. ( "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; for the purchase price of Two Hundred Seventy Five Thousand Dollars and 00 /100 dollars ($275,000.00), and other consideration, as set forth in the Contract of Sale, also attached to Exhibit "'1" (the ordinance); authorizing the expenditure of funds; and providing an effective date. Attachments: Exhibit 1 Ordinance FF. ID15 -213 Consider approval of a resolution authorizing the submittal of a letter from the City of Denton Historic Landmark Commission to the National Parks Service endorsing Alternative `B" as described in the National Park Service feasibility study on the Chisholm Trail and declaring an effective date. The Historic Landmark Commission voted to authorize the letter with a vote of 7 -0. City of Denton Page 11 Printed on 31212015 City Council Meeting Agenda March 3, 2015 Attachments: Exhibit 1 Letter from Beth Stribling Exhibit 2 Description of Alternative B Exhibit 3 Letter of Endorsement Exhibit 4 Resolution GG. ID 15 -217 Consider adoption of a resolution of the City of Denton, Texas, in opposition to a revenue cap and legislative interference with local services; and providing for an effective date. Attachments: Exhibit 1 Resolution Exhibit 2 SB 182 (Bettencourt Rev Cap) Exhibit 3 HB 365 (Elkins Rev Cap) HH. A14 -0002a Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as Ryan Road of approximately 85 approximately 85.6 Acres of land generally located on the north and south sides of Ryan Road. Tract 1 is approximately 175 ft east of Andrew Street and adjacent to Ryan Road on the south side and measures approximately 80.9 Acres. Tract 2 is approximately 1,093 ft east of Andrew Street and adjacent to Ryan Road on the north side and measures approximately 4.7 Acres; providing for severability and an effective date. Attachments: Exhibit 1- Service Plan Exhibit 2- Ordinance -Rvan Road NAA 5. PUBLIC HEARINGS A. ID 15 -148 Hold a public hearing and consider adoption of an ordinance of the City Council of the City of Denton prohibiting the use of designated groundwater from beneath the approximately 890 acre area described in Exhibit "A" of said ordinance, City of Denton, Texas, to facilitate certification of a Municipal Setting designation ( "MSD ") of said area by the Texas Commission on Environmental Quality ( "TCEQ "), pursuant to the Texas Solid Waste Disposal Act; and providing for an effective date. Attachments: Exhibit 1 Ordinance Exhibit 2 Presentation B. DCA14 -0009 Continue a public hearing and consider adoption of an ordinance amending d 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 (DCA14- 0009d). The Planning and Zoning Commission recommends denial (4 -3). A supermajority City of Denton Page 12 Printed on 31212015 City Council Meeting Agenda March 3, 2015 vote by City Council is required to adopt a motion to approve this ordinance. 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 Exhibit 8 Public Responses to CC and P &Z from Dec 2014 meeting Exhibit 9 Public Responses to Additional Questions from PZ and the Public Exhibit 10 Draft Minutes of the February 4, 2015 P &Z Meeting 6. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an 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. 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 , 2015 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL CHAMBERS IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349 -8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1- 800 - RELAY -TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. City of Denton Page 13 Printed on 31212015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: S115 -0002, Version: Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Receive a report; hold a discussion and give staff direction on Planning and Development projects and priorities. BACKGROUND The purpose of this discussion is to present to City Council the projects currently managed or projects pending initiation by the Planning and Development Department (Department). Staff requests input and direction on the prioritization of several Council directed projects and projects initiated by one of the Boards or Commissions served by the Planning and Development Department. Staff has initiated several Council driven and Boards and Commissions driven projects that are in various stages of completion. As other projects have been discussed, staff has shifted focus and reallocated resources to represent what staff has interpreted as Council's as well as the Board's and Commission's priorities. Given that these projects compete with the time and resources that are appropriated for the core functions of the Department, in order to maintain the level of service and customer service driven focus of the Department, it is essential that all of the projects discussed with Council be presented to clarify Council directives and the priority that should be assigned to projects directed by a Board and Commission. In addition to the core functions, Divisions within the Department manage annual programs and have initiated new programs that also align with Council directives and strategic initiatives. These annual programs also compete for the resources of staff and are just as critical to the operations of the Department. Consequently, as we move forward in this fiscal year, staff wants to ensure that the effort necessary and allocation of resources required are managed appropriately in the priority directed by Council. Therefore, a goal of this discussion is to provide City Council with a comprehensive view of the overall activities of the Planning and Development Department and the Council directed and Boards and Commissions directed projects to provide a sense of the staff resources available and timeframes necessary to complete these projects. DISCUSSION City of Denton Page 1 of 4 Printed on 2/27/2015 File #: S115 -0002, Version: 1 Alignment of Projects and Activities with Council Priorities and City Strategic Plan While reviewing each item, it is apparent that the core functions, annual programs, and Council and Boards and Commissions projects are essential to improving the processes and procedures of the organization and /or improve or enhance the quality of life for the community. Some projects will influence City operational processes and procedures (i.e., Development Review Committee Improvements) and other projects will improve the aesthetics of the community (i.e., right -of -way maintenance program). With that in mind, staff reviewed Council Priorities and the FY2014 -2015 Strategic Plan and developed criteria for prioritization to aid in staff recommendations for the ranking of projects During the 2014 City Council retreat, the following priorities were established to aid in the growth and development anticipated for the City. These are: • High Priority #1. Create a special process to encourage, incentivize, and expedite compact growth. • High Priority #3. Make improvements in the City's permitting and inspection processes and procedures. Council has also adopted the City Strategic Plan that introduced several Key Focus Areas (KFA) with accompanying goals and objectives. Several KFAs are designated for the Planning and Development Department, including the following: Strategic Plan KFAs • Key Focus Area 1 - Organizational Excellence o Goal 4: Achieve high level of customer satisfaction (All Planning & Development) • Key Focus Area 3 - Economic Development • Goal 1: Develop targeted policies and incentives to achieve desired economic growth (Community Development) • Goal 3: Promote a business - friendly environment (Planning & Building) • Key Focus Area 4 - Safe, Livable & Family- Friendly Connnunity o Goal 2: Seek clean and healthy neighborhoods in Denton (Building, CIS, Gas Well Inspections) Based on the priorities of Council and adopted strategic plan staff has created a list of recommended projects in the order staff believes represents the direction of Council. In addition, staff has also developed criterion that takes into consideration the projects that will have the greatest impact on the organization and the community. The following criterion is not listed in order of importance or on a weighted scale, but rather it is a tool to evaluate the order of each project. Project Prioritization Criteria 1. Projects that have made considerable progress towards completion; 2. Projects that have been committed to the Denton Community; 3. Projects that are funded; and 4. Projects that have influence on other aspects of the organization (i.e., operational changes). As you know, the Planning and Development Department was restructured in 2013 to create two distinct sections, Neighborhood Services and Development Services, to maximize the working relationships within City of Denton Page 2 of 4 Printed on 2/27/2015 File #: S115 -0002, Version: these sections. It is the objective of this reorganization to improve on the development and implementation of existing programs and services through better coordination, communication, and collaboration between the internal divisions of Planning and Development and other City Departments. Through this restructuring, new targeted programs and services can be developed and implemented that are geared towards neighborhoods and the development community. Therefore, the order in which staff recommends projects be completed is separated by Development Services and Neighborhood Services with the overall goal of prioritizing the completion of projects balanced with the Departments ability to maintain and improve service delivery to our customer base. As staff completes tasks, more resources can be adequately allocated to fluidly initiate more Council directed projects as time allows. Therefore, staff has developed the following overarching goals in the number of projects that can be completed in a given year. Project Prioritization Goals 1. Proper allocation of resources 2. Maintain and improve service delivery to external and internal customers 3. Achieve the goals of the Council and City Manager Ainendinents to the Project List As priorities shift and the focus changes on projects, Council may direct staff to amend the project priorities to facilitate another project. Given the changing environment and needs of the organization, it is anticipated that changes may occur however, in doing so staff will provide a recommendation to Council on an existing project that may be deferred to a later date to accommodate the amendments. Project Initiation and Updates to Boards and Connnunications Several projects have been requested and /or initiated by one of the six Boards and Commissions under the purview of the Planning and Development Department. As these projects have been requested, staff has communicated to them the existing projects underway and the timeframe required to initiate their request. This has not always been viewed favorably by the Board and Commission due the existing project load. In order to effectively facilitate the projects and priorities directed by Council, staff will communicate the results of this discussion to the Boards and Commissions. Moving forward, if a Board or Commission requests that staff initiate a project without the resources for staff to begin, they will be directed to Resolution R2012- 030. Upon communication of the project from the Board or Commission to the City Council, a determination can be made on whether or not the requested project aligns with Council's goals and objectives and should be initiated immediately. OPTIONS 1. Direct staff to proceed with the prioritization of projects as presented by staff 2. Direct staff to proceed with a different prioritization of projects RECOMMENDATION Staff recommends that Council accept the project prioritization as presented. City of Denton Page 3 of 4 Printed on 2/27/2015 File #: S115 -0002, Version: ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) N/A FISCAL INFORMATION N/A BID INFORMATION N/A EXHIBITS 1. List of all Planning and Development Projects. 2. Staff recommended prioritization of Council directed projects 3. Resolution R2012 -030 4. Council Presentation will be provided to Council on Monday, March 2, 2015 Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Department City of Denton Page 4 of 4 Printed on 2/27/2015 Exhibit I Development Services Projects list Planning Division 2015 Project Priority List 1. DRC Process City Council request 2. Clarion Recommendations City Council request 3. Tree Code /Tree Fund City Council request 4. Rayzor Ranch City Council request 5. Wayfinding Signage Program City Council request 6. Code Amendments a) Food Park City Council request b) R -2 Maximum Lot Coverage P &Z request c) Senior Housing Standards P &Z request 7. GIS /Zoning Program 8. DRC Website 9. I -35 Widening 10. Cole Ranch 11. Code Amendments a) Microbreweries /Wineries b) DC -G Maximum Height (100 feet) c) Planned Development Ordinance d) Downtown Open Space Building Inspections Division 1. Adoption of the following 2012 Codes: City Council request a) International Building Code (IBC) b) International Residential Code (IRC) c) International Plumbing Code (IPC) d) International Mechanical Code (IMC) e) International Fuel Gas Code (IFGC) 2. Update the Chapter 13 Food and Food Service Establishment — Food Trucks City Council request DRC Process Improvements City Council request 1. Revise the current "Universal Application Form to create project - specific applications 2. Develop guidelines for reviewing building permits applications 3. Create Completeness Check Lists for all project types; 4. Create a user - friendly ProjectDox user's guide that include directions for uploading applications and documents; how to resubmit plans and documents, etc. Exhibit 2 Gas Well Inspections Division Developed as part of the implementation of the Gas Well Drilling and Production Ordinance 1. Create an online time - slider map for gas well inspections 2. Create an online time - slider map of the city limits and drilled gas wells 3. Finalize a training program for gas well inspections division employees 4. Revise the Gantt chart that tracks the gas well related application processes 5. Develop a new system to send the results of each gas well inspection to the respective operators 6. Close the records for wells no longer in production, e.g., EagleRidge's Joab "B" 41 and Bonnie Brae "B" 41 wells 7. Map each historic gas well plat, to include those sites that require georeferencing and research to find missing City data 8. Map each drilling and production site with the newly proposed reverse setback distances 9. Overhaul our division forms, applications, and SOPS to reflect the changes in the new ordinance 10. Schedule meetings with the gas well operators and pipeline companies to explain the new ordinance 11. Increase marketing efforts to spread the word about the gas well inspections division and its user - friendly website 12. Link the approved gas well site authorizations, i.e., development site plans and plats, and gas well permits to the online maps 13. Work with the PIO on the City's gas well related legislative program and provide updates to our lobbyists and congressional representatives 14. Develop an online Operator notification system 15. Map All Pipelines, which will likely be required per the new ordinance 16. Map leased boundaries and co- location applications to assist with application reviews 17. Research RRC records to ensure co- location applications accurately portray leased boundaries 18. Map "inactive" wells, which includes plugged wells, dry holes, and expired or cancelled permits 19. Devise an inspections oversight program with Environmental Services to ensure the third -party equipment inspections are performed, reported, and re- inspected as necessary 20. Create procedures to review co- location projects, the proposed Initial Gas Well Development Site Plan, the proposed Final Gas Well Development Site Plan, and the Completion/Work -over Permit 21. Contract with J. Stowe to perform a new fee analysis of the co- location projects, the proposed Initial Gas Well Development Site Plan, the proposed Final Gas Well Development Site Plan, and the Completion/Work -over Permit 22. Online development data mapping system Exhibit 2 Neighborhood Services Projects list Community Improvement Services Council directed programs and services 1. Nuisance Abatement Program 2. Minimum Building Standards Enforcement Program 3. Dangerous Buildings Enforcement Program 4. Certificate of Occupancy Inspection and Enforcement Program 5. Commercial Enforcement Program (includes signage, zoning, landscaping) 6. Right -of -way Maintenance Program 7. Billboard and Sign Code Updates Community Development Council directed programs and services 1. Development & approval of the 2015 -19 Consolidated Plan for Housing & Community Development; 2. Development of public (social) services funding recommendations by the Human Services Advisory Committee and presentation of recommendations to City Council; 3. Development of CDBG and HOME funding recommendations by the Community Development Advisory Committee and presentation of recommendations to City Council; 4. Complete and obtain Council approval of 2015 -16 Action Plan for Housing & Community Development; 5. Denton City County Day School Kitchen Improvements; 6. Fred Moore School Electric and HVAC Improvements 7. Mack Park Playground Project; 8. Housing Programs Managed by CD: Home Improvement Program, Minor Repair Program, Amy Young Barrier Removal Program and Homebuyer Program; 9. Rental and Affordable Housing Opportunity Programs managed by Denton Affordable Housing Corporation; 10. Administration of Public (Social) Services, and Homeless Assistance and Prevention programs funded through CDBG, ESG and general funds. Neighborhood Planning • Citywide Annexations — City Council • Historic Resources Survey • Updates to Historic and Conservation Districts • Development of Downtown Overlay • Preservation Plan Update • Implementation of Denton Plan 2030 a) City Initiated Zoning b) DDC Amendments • Denton Development Code Amendments Historic Landmark Commission Historic Landmark Commission City Council Historic Landmark Commission a) Stop Work Orders b) Expiration of Certificates of Appropriateness Historic Landmark Commission • Neighborhood Project Matching Grant City Council Exhibit 2 Annual Neighborhood Empowerment Summit Exhibit 2 Exhibit 3 Development Services Project Priority List Planning Division 1. DRC Process 2. Clarion Recommendations 3. Tree Code /Tree Fund 4. Rayzor Ranch 5. Wayfinding Signage Program 6. Code Amendments a) Food Park b) R -2 Maximum Lot Coverage c) Senior Housing Standards Building Inspections Division Adoption of the following 2012 Codes: a) International Building Code (IBC) b) International Residential Code (IRC) c) International Plumbing Code (IPC) d) International Mechanical Code (IMC) e) International Fuel Gas Code (IFGC) 2. Update the Chapter 13 Food and Food Service Establishment— Food Trucks DRC Process Improvements 1. Revise the current "Universal Application Form to create project - specific applications 2. Develop guidelines for reviewing building permits applications 3. Create Completeness Check Lists for all project types; 4. Create a user - friendly ProjectDox user's guide that include directions for uploading applications and documents; how to resubmit plans and documents, etc. Exhibit 3 Gas Well Inspections Division Developed as part of the implementation of the Gas Well Drilling and Production Ordinance 1. Create an online time - slider map for gas well inspections 2. Create an online time - slider map of the city limits and drilled gas wells 3. Finalize a training program for gas well inspections division employees 4. Revise the Gantt chart that tracks the gas well related application processes 5. Develop a new system to send the results of each gas well inspection to the respective operators 6. Close the records for wells no longer in production, e.g., EagleRidge's Joab "B" 41 and Bonnie Brae "B" 41 wells 7. Map each historic gas well plat, to include those sites that require georeferencing and research to find missing City data 8. Map each drilling and production site with the newly proposed reverse setback distances 9. Overhaul our division forms, applications, and SOPS to reflect the changes in the new ordinance 10. Schedule meetings with the gas well operators and pipeline companies to explain the new ordinance 11. Increase marketing efforts to spread the word about the gas well inspections division and its user - friendly website 12. Link the approved gas well site authorizations, i.e., development site plans and plats, and gas well permits to the online maps 13. Work with the PIO on the City's gas well related legislative program and provide updates to our lobbyists and congressional representatives 14. Develop an online Operator notification system 15. Map All Pipelines, which will likely be required per the new ordinance 16. Map leased boundaries and co- location applications to assist with application reviews 17. Research RRC records to ensure co- location applications accurately portray leased boundaries 18. Map "inactive" wells, which includes plugged wells, dry holes, and expired or cancelled permits 19. Devise an inspections oversight program with Environmental Services to ensure the third -party equipment inspections are performed, reported, and re- inspected as necessary 20. Create procedures to review co- location projects, the proposed Initial Gas Well Development Site Plan, the proposed Final Gas Well Development Site Plan, and the Completion/Work -over Permit 21. Contract with J. Stowe to perform a new fee analysis of the co- location projects, the proposed Initial Gas Well Development Site Plan, the proposed Final Gas Well Development Site Plan, and the Completion/Work -over Permit 22. Online development data mapping system Exhibit 3 Neighborhood Services Project Priority List Community Improvement Services 1. Nuisance Abatement Program 2. Minimum Building Standards Enforcement Program 3. Dangerous Buildings Enforcement Program 4. Certificate of Occupancy Inspection and Enforcement Program 5. Commercial Enforcement Program (includes signage, zoning, landscaping) 6. Right -of -way Maintenance Program 7. Billboard and Sign Code Updates Community Development 1. Development & approval of the 2015 -19 Consolidated Plan for Housing & Community Development; 2. Development of public (social) services funding recommendations by the Human Services Advisory Committee and presentation of recommendations to City Council; 3. Development of CDBG and HOME funding recommendations by the Community Development Advisory Committee and presentation of recommendations to City Council; 4. Complete and obtain Council approval of 2015 -16 Action Plan for Housing & Community Development; 5. Denton City County Day School Kitchen Improvements; 6. Fred Moore School Electric and HVAC Improvements 7. Mack Park Playground Project; 8. Housing Programs Managed by CD: Home Improvement Program, Minor Repair Program, Amy Young Barrier Removal Program and Homebuyer Program; 9. Rental and Affordable Housing Opportunity Programs managed by Denton Affordable Housing Corporation; 10. Administration of Public (Social) Services, and Homeless Assistance and Prevention programs funded through CDBG, ESG and general funds. Neighborhood Planning 3. Citywide Annexations — City Council 4. Historic Resources Survey 5. Updates to Historic and Conservation Districts 6. Development of Downtown Overlay 7. Preservation Plan Update 8. Implementation of Denton Plan 2030 a. City Initiated Zoning b. DDC Amendments c. Denton Development Code Amendments 9. Stop Work Orders 10. Neighborhood Project Matching Grant 11. Annual Neighborhood Empowerment Summit s:llegallour documents lresolutions1121resolution amendments to b &c handbook re communication. doc Exhibit 3 RESOLUTION NO. R2012 -030 A RESOLUTION OF THE CITY OF DENTON AMENDING RESOLUTION NO. R2011 -036 REGARDING THE DENTON HANDBOOK FOR BOARDS, COMMISSIONS, AND COUNCIL COMMITTEES TO ADD A PROCESS BY WHICH BOARDS AND COMMISSIONS MAY COMMUNICATE WITH THE CITY COUNCIL; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council approved Resolution No. R2011 -036 which adopted a revised City of Denton Handbook for Boards, Commissions, and Council Committees; and WHEREAS, the City Council desires to add a provision in said Handbook which will provide for a process by which Boards and Commissions might communicate with the City Council regarding questions or recommendations concerning policy within the scope and purpose of the City's Boards and Commissions; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council of the City of Denton hereby adds as SECTION 2 to Resolution No. R2011 -036 the following language: SECTION 2. A process of communication between the City Council and the City's Boards and Commissions is hereby created, as follows: Upon consensus of a Board or Commission, such Board may request that staff propose questions regarding public policies or prepare policy statement recommendations regarding a matter that clearly falls within the scope and purpose of the Board. Such policy recommendations or questions, once approved by a majority of the Board or Commission, will be forwarded to the City Council for their response or consideration as Council determines appropriate. Boards and commissions may provide an annual or more periodic report to Council as appropriate outlining their activities, accomplishments, projects, and initiatives. Content of the report may be customized by each board. Such reports will be forwarded to the entire Council upon approval of the majority of the board. SECTION 2. SECTION 2 of Resolution No. R2011 -036 is renumbered to SECTION 3. SECTION 3. The City Council directs that the language referenced in SECTION 1 of this Resolution be included in the City of Denton Handbook for Boards, Commissions, and Council Committees upon subsequent publications of said Handbook, and that this Resolution accompany distribution of the Handbook until such time as additional publications are printed. s:\Iegal \our documents \resolutions \12\resolution amendments to Mc handbook re communication. doc SECTION 4. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �� day of , 2012. MARK B OUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: e Page 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: S115 -0001 a, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Receive a report; hold a discussion, and give staff direction regarding proposed criteria for Tree Fund Expenditures and initial tree planting projects. BACKGROUND On January 13, 2015, staff presented draft criteria for expenditures from the Tree Fund and proposed projects to initiate planting trees with Tree Fund dollars. Included with this item were proposed Tree Fund Expenditure Criteria (Exhibit 1), Tree Fund Expenditure Analysis template (Exhibit 2), and Tree Fund Management Parameters (Exhibit 3). Staff has also included five proposed Tree Fund Expenditure programs /projects (Exhibits 5 - 9) to plant trees in the City this calendar year. At the conclusion of that meeting, City Council directed staff to: 1) Provide more detail and clarify the Tree Fund Expenditure Criteria, specifically the Tree Code permitted use of the Tree Fund for a city -wide tree inventory. 2) Provide an estimate of how much Tree Fund money would be required to support Keep Denton Beautiful (KDB) with the purchase of educational materials. 3) Prepare an amendment to the Denton Development Code (DDC) that would allow Tree Funds to be used to provide trees for City residents to plant on private property. 4) Explore the development of a program where the Tree Fund could be used to fund a rebate program and /or to provide City residents with trees to plant on private property. 5) Identify what partnerships exists Keep Denton Beautiful (KDB) and /or can be developed Denton Independent School District (DISD) relating to tree programs that we can implement. 6) Review areas around the downtown for tree planting. 7) Consult with Real Estate on the proposed percentage (15% approximately $390,000) to be use to purchase wooded property. Staff will be prepared to discuss this item during the presentation. For the purposes of this discussion, staff will focus on addressing concerns with the proposed Tree Fund Expenditure Criteria and the proposed planting projects and expenditure authorization for fiscal year 2014- 2015, items 1 and 2. In this discussion, staff requests direction from Council for items 3 and 4. The remaining items 5 and 6 will be initiated upon completion of the update to the Tree Code. City of Denton Page 1 of 5 Printed on 3/2/2015 File #: S115 -0001 a, Version: As of March 1, 2015, The Tree Fund had a balance of approximately $2,604,337. Payment is made into the Tree Fund at the rate $125 per caliper inch. The rate for caliper inches is calculated based on the current market value of materials, labor, and estimated maintenance and irrigation for a three -year period. Per the DDC Section 35.13.7.e, the Tree Fund can be used to: (1) Purchase, plant and maintain trees on public property (2) Preserve wooded property that remains in a naturalistic state in perpetuity (3) Perform and maintain a city -wide tree inventory, (4) Educate citizens and developers on the benefits and value of trees. Tree Fund Expenditure Criteria The process of developing criteria was initiated with a cross - departmental team of City staff to discuss what the Expenditure Criteria should be, in terms of direction from the City Council, the development community, and residents. Representatives from the Planning and Development Department, Keep Denton Beautiful (KDB), and the Parks and Recreation Department produced a list of items to be considered for the criteria. Those items were finalized to include eight general considerations, plus four project type specific special considerations based on the approved uses of the Tree Fund stated in the DDC and mentioned above as the purpose of the Tree Fund. General Considerations: L Full Project Cost 2. Other Efforts Leveraged 3. Community Involvement 4. Resident Requests 5. Staff - Identified Needs 6. Consistency with Existing Plans 7. Community Impact 8. Tree Fund Expenditure Distribution Project Type Specific Considerations: 1. To purchase, plant and maintain trees on public property. a. Partnership efforts with other entities such as KDB, The National Arbor Day Foundation, and American Forest. b. Compliance with approved species and recommendations (The Right Tree in The Right Place). The Right Tree in the Right Place (see Appendix A, attached) is a standard developed and promoted nationally by the Arbor Day Foundation to assist in proper tree selection, planting and placement. City of Denton Page 2 of 5 Printed on 3/2/2015 File #: S115 -0001 a, Version: 1 2. To preserve wooded property that remains in a naturalistic state in perpetuity. a. Strategic locations adjacent to Environmentally Sensitive Areas (ESA) wooded areas, park land, and trails. b. Species composition of property to be preserved (ex. Oak and Cedar Elm vs. Mesquite and Locust). 3. To perform and maintain a city -wide tree inventory. a. Inventory activities that help to identify City liability by identifying dead, dying, diseased or hazardous trees. b. Inventory activities that assist in city -wide planning for possible future insect and disease management. c. Inventory activities that improve maintenance efficiencies and thoroughness of tree work on City properties. 4. To educate citizens and developers on the benefits and value of trees. a. Expanding existing programs or events such as, Denton's Arbor Day. b. Communicating with stakeholders. c. Building off of industry best practices for developing with trees. d. Partner with Denton Independent School District (DISD) to incorporate educational programs for DISD Students. These eight criteria, and the project type specific considerations, are explained in detail in Exhibit 1. In essence, staff is attempting to ensure that expenditures are evaluated with the intent to meet the purposes of the Tree Fund while also leaning on what the community has requested and staff s expertise and knowledge of what tree - related improvements and programs are needed. After careful consideration and in an effort to ensure proactive management of the Tree Fund, the Criteria contained in Exhibit 1 is proposed for evaluating possible expenditures from the Tree Fund. The use of these Criteria will provide a consistent means for staff to objectively evaluate proposed expenditures from the Tree Fund. Tree Fund Expenditure Analysis and Tree Fund Management Paraineters The Tree Fund Expenditure Analysis template contained in Exhibit 2 is proposed to be completed by staff with each proposed expenditure to objectively document the specifics of each project and how it fits the established Tree Fund Expenditure Criteria discussed above and in Exhibit 1. The Tree Fund Expenditure Analysis will also provide consistent documentation of proposed projects. In an effort to provide oversight regarding the administration of the Tree Fund by staff, the cross - departmental team working on this program has drafted Tree Fund Management Parameters. The Tree Fund will be managed within these proposed standardized parameters to promote proactive management of the Fund and ensure that the Expenditures are thoughtfully and strategically processed. Proposed Tree Planting Projects for FY14 -1 S The Planning and Development Department explored opportunities with the cross - departmental team to propose five initial Tree Fund Expenditures projects at a total cost of approximately $394,078 to be considered by City Council. The projects include installation of trees by contractor, water taps, irrigation, and mulch. A City of Denton Page 3 of 5 Printed on 3/2/2015 File #: S115 -0001 a, Version: total of 420, three -inch caliper or larger trees are proposed to be planted along trails to increase the current tree canopy, clean the air, provide cooler temperatures, reduce the mowing footprint, and beautify the parks. The selected parks are in need of increased tree canopy along the trails and have space within them to accommodate additional trees. All five of the proposed projects can be completed in FY 14 -15. Staff is also proposing a sixth Tree Fund Expenditure to authorize $100,000 of funding for fall planting projects that are yet to be determined, including an estimated $10,066.40 to assist KDB in the expansion of Arbor Day events this spring and the purchase of educational materials as illustrated in Exhibit 4. The five proposed Expenditure projects are as follows: 1. Carl Young Park - 43 trees planted in the park along the trail, $52,428.37, 2. North Pointe Park - 37 trees planted along trail and in the park, $41,322.53, 3. North Lakes Park East - 75 trees planted in the park along the trail from the bridge to Hinkle Drive, $79,169.91, 4. North Lakes Park West - 50 trees planted in the park along the trail, $63,606.66, and 5. South Lakes Park - 215 trees planted around the trail on the north part of the park, $157,550.41. The aforementioned Tree Fund Expenditure Analysis has been completed for each of the five proposed projects that discuss each project in detail, attached as Exhibits 5, 6, 7, 8 and 9 respectively. The Exhibits include a detailed cost breakdown including a comparison of manual verses automated watering. Should the City Council wish to approve the five projects, staff can coordinate a planting event with the Parks and Recreation Department and Keep Denton Beautiful as a kick -start to the program. The total amount staff is requesting for the proposed expenditures from the Tree Fund is $494,078 for FY 14 -15. Staff is scheduling an event in celebration of Arbor Day in April, 2015. City Council, Denton Independent School District Administrators and students, the public and other stakeholders will be invited to assist in the planting of trees. More details will be provided after the event is scheduled. Tree Code Ainendinent and Rebate Prograin On January 13, 2015, City Council directed staff to prepare an amendment to the DDC that would allow use of the Tree Fund to provide trees for City residents to plant on private property and /or to establish a rebate program for City residents who purchase and plant trees on private property. Currently, use of Tree Funds is limited to public property, this includes: City rights -of -way; public park land, and City facilities. Adopting an amendment to the DDC would offer the development of more programs and services that can be supported by the Tree Fund. This would include providing funding in support of enhancements to existing programs and services offered by KDB. Subsequent to this meeting on February 6, 2015 staff provided an Informal Staff Report (Exhibit 10) outlining a schedule to update the entire Tree Code. Staff requests direction from City Council on the timing of the requested amendment to the Tree Code that would allow use of the Tree Fund to provide trees to plant on private property. Staff recommends that the requested update be prepared in concert with the overall City of Denton Page 4 of 5 Printed on 3/2/2015 File #: S115 -0001 a, Version: amendment. Staff proposes that the update to the Tree Code can be completed in August/September 2015. At which time, staff can then fund existing tree giveaway programs offered by KDB. In concert with the update, staff will be developing programs to incentivize the planting of trees on private property. The completion of the Tree Code updates and the establishment of programs for tree planting on private property will coincide with the fall planting season. Otherwise, staff can initiate this amendment at this time. RECOMMENDATION Staff recommends the City Council review and approve the proposed Tree Fund Expenditure Criteria (Exhibit 1), Tree Fund Expenditure Analysis template (Exhibit 2), Tree Fund Management Parameters (Exhibit 3), the five proposed Tree Fund Expenditure projects (Exhibits 5 through 9) for contracting the planting of trees with automated watering at a cost of approximately $394,078, and the additional funding authorization to supporting KDB with the purchase of educational materials and Arbor Day celebrations, (approximately $10,067), and for fall tree planting (approximately ($89,933) for FY14 -15 at a cost of $100,000. Unless directed otherwise, staff will bring forth a budget amendment to appropriate a grand total of $494,078 from the Tree Fund to initiate implementation of this tree expenditure program. PRIOR ACTION /REVIEW September 16, 2014 City Council Work Session January 13, 2015 City Council Work Session EXHIBITS 1. Tree Fund Expenditure Criteria 2. Tree Fund Expenditure Analysis 3. Tree Fund Management Parameters 4. KDB Arbor Day Expense Estimates 5. Tree Fund Expenditure Analysis - Carl Young Park 6. Tree Fund Expenditure Analysis - North Pointe Park 7. Tree Fund Expenditure Analysis - North Lakes Park East 8. Tree Fund Expenditure Analysis - North Lakes Park West 9. Tree Fund Expenditure Analysis - South Lakes Park 10. Tree Code Update ISR 2015 -017 Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Haywood Morgan Urban Forester City of Denton Page 5 of 5 Printed on 3/2/2015 Exhibit I Tree Fund Expenditure Criteria Designed to Operate within DDC 35.13.7.7.e.i Projects will be measured against the following Criteria to provide consistency for the decision making process: 1. Full Project Cost is comprised of the following elements: • Tree cost • Water tap • Water impact fee • Irrigation system • Installation labor • Ongoing maintenance (pruning, watering, insect and disease control, and fertilization). 2. Other Efforts /Sources Leveraged: Recognizing the synergistic effect of capitalizing on funds or "sweat equity" or projects by a City partner, the use of things such as grants, neighborhood association contributions toward an adjacent park, or an anticipated project by a City partner shall be considered. 3. Community Involvement: Projects that have the support and involvement of neighborhood and /or community groups shall be considered. When a neighborhood is involved in a project associated with a Tree Fund Expenditure, it can contribute to the success of the project and the sense of community. • For instance a community group willing to provide labor or "sweat equity" to plant trees in a City -owned park. 4. Resident Requests: The number of requests from local residents for specific a project. • A project with a greater number of requests maybe viewed more favorably than an equivalent project with fewer requests. 5. Staff - Identified Needs: Projects that are identified by staff such as shade for recreation/mobility paths or traffic claiming measures. 6. Consistency with Existing te: The alignment with other approved City plans such as the Denton Comprehensive Plan or small area plans. 7. Community Impact: Potential residential benefits of the planting (ex. neighborhood vs. community vs. regional scale). Projects in areas with a higher use may be viewed more favorably than an equivalent project with a lower use. 8. Tree Fund Expenditure Distribution: The biannual distribution of existing and future Tree Fund dollars will be as follows: a. 75% - Tree Planting and Maintenance. b. 15% - Purchase of Wooded Property to Preserve. C. 5% - City -wide Tree Inventory. d. 5% - Education of Citizens and Developers. Exhibit I Special Consideration by Project Type: To purchase, plant and maintain trees on public property. a. Partnership efforts with other entities such as KDB, The National Arbor Day Foundation, and American Forest. b. Compliance with approved species and recommendations (The Right Tree in The Right Place). The Right Tree in the Right Place (see Appendix A, attached) is a standard developed and promoted nationally by the Arbor Day Foundation to assist in proper tree selection, planting and placement. To preserve wooded property that remains in a naturalistic state in perpetuity. a. Strategic locations adjacent to Environmentally Sensitive Areas (ESA) wooded areas, park land, and trails. i. These would consist of sites directly adjacent to ESA mandated preservation areas or park land and trails. b. Species composition of property to be preserved (ex. Oak and Cedar Elm vs. Mesquite and Locust). i. Only sites consisting predominantly of Quality Trees will be considered for purchase. To perform and maintain a city -wide tree inventory. a. Inventory activities that help to identify City liability by identifying dead, dying, diseased or hazardous trees. i. Projects that consist of inventory activates including but not limited to an initial inventory, inventory update /maintenance, and inventory analysis /assessments. ii. Trees located on City maintained properties should be assessed annually for health and hazardous conditions. b. Inventory activities that assist in city -wide planning for possible future insect and disease management. i. Projects that include statistical sampling to extrapolate the species composition of Denton's entire urban forest including public and private properties. ii. Knowing the species composition of Denton's Urban Forest is an invaluable tool in preparing to manage invasive insects such as the Emerald Ash Bore (EAB) which has been confirmed in Columbia County Arkansas less than 300 miles from Denton. c. Inventory activities that improve maintenance efficiencies and thoroughness of tree work on City properties. i. A GIS Based Tree Inventory combined with a Work Management System can improve the efficiencies in the Cities current Tree maintenance program as well as document the health and work history of trees on City maintained properties. 4. To educate citizens and developers on the benefits and value of trees. a. Expanding existing programs or events such as, Denton's Arbor Day. i. KDB should be supported in all areas pertaining to Arbor Day which is a part of the criteria for the City maintaining Tree City USA Status, currently at 23 consecutive years. b. Communicating with stakeholders. i. Educational information distributed to various stakeholders about the various benefits of trees should be a regular expenditure from the Tree Fund. c. Building off of industry best practices for developing with trees. i. Developers who work in Denton should have local opportunities to attend educational sessions geared around the general topic of Developing with Trees. d. Partner with Denton Independent School District (DISD) to incorporate educational programs for DISD Students. Exhibit I I . Distribute educational material to DISD schools in conjunction with the celebration of Arbor Day on the benefits and value of trees. Exhibit I Appendix A 20 fl 25 ft height or Less Medl:ium trees, such as: Smiall trees, such as: (3,krbor D41 Foundafion ft Washington hawthorn Star magnolia arborday.org • Goldenraintree Crabapppe Date: February 6, 2015 Exhibit 10 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Report No. 2015 -017 Update on amendments to Denton Development Code Section 35.13.7 Tree Preservation and Landscape Requirements (i.e. the Tree Code). BACKGROUND: The purpose of this Informal Staff Report is to provide an update to City Council regarding the proposed amendments to the Tree Preservation and Landscape Requirements of the Denton Development Code, commonly referred to as "The Tree Code." At the City Council work session on September 16, 2014, staff was directed to bring forward updates to the Tree Code, in addition to other programming relating to trees in Denton. The Tree Code was adopted in 2004, the purpose of these regulations is to promote the preservation of trees, tree stands, including but not limited to remnants of the Cross Timbers Forest and existing tree canopy, to protect trees during construction, to facilitate site design and construction that contribute to the long term viability of existing trees. Since its adoption, the Tree Code has been reviewed and evaluated to not only ensure tree preservation but also to ensure that it is not an impediment to quality development. The purpose of the Tree Code is tree preservation, however when preservation cannot be reasonably achieved during development, redevelopment, or construction, the regulations allow for the removal of trees to varying degrees based on lot size and tree type and payment into the Tree Fund and /or planting of additional trees. DISCUSSION: As discussed with City Council, there is a need to update the current Tree Code to enhance the components that work well, revise the areas that are not clear, and remove or replace ordinance provisions that are outdated, problematic for enforcement, and /or otherwise deficient. The purpose and intent of the Tree Code is preservation of tree canopy and protection of trees during construction. In an effort to maintain and grow a healthy Urban Forest, the purpose and intent of the Tree Code should also include four key components to maintaining a healthy Urban Forest: 1. Tree Planting, 2. Tree Care and Maintenance, 3. Tree Protection and Preservation 4. The Management of Trees as a Collective Resource. To work towards a more balanced approach to managing Denton's Urban Forest, staff recommends the overall goal of the update be to place a greater emphasis on planting and care of new trees to increase canopy cover and to simplify the process of tree protection, tree planting, and facilitating quality development for residents, developers, and staff. Date: February 6, 2015 Report No. 2015 -017 Exhibit 10 To facilitate the process, Council will be requested to provide direction at key decision points to ensure Tree Code updates are consistent with city wide goals. Staff is proposing a three phased approach to updating the Tree Code (Exhibit 1). At the conclusion of each phase, staff will present to City Council recommendations for consideration on areas for updating, proposed Tree Code revisions, and adoption of amendments to the Tree Code. External stakeholders consisting of representatives from existing groups such as Keep Denton Beautiful Board, Parks Board, Planning and Zoning Commission, and Denton County Developers Association will be invited to assist in the update of the Tree Code. The general public will be invited to participate in multiple public forums to share their concerns with the current Tree Code as well as provide input for areas of improvement. Internal stakeholders consisting of representatives from Planning, Legal, Parks, Real Estate, and Watershed Protection will also be requested to assist in the process. Phase 1 — Pre - Planning /Stakeholder Engagement, is scheduled to begin in February, and conclude in April 2015. The format for stakeholder engagement will be round table discussions lead by staff, which will allow participants the opportunity to provide suggestions and direct feedback on the current Tree Code. Staffs has developed overarching goals for the stakeholders to consider in the update process. These are: 1. To assist in identifying provisions of the current Tree Code that should be considered for updating. 2. To assist in finalizing the direction of the update. 3. To vet the proposed update prior to presenting it to Council. (Phase 3) The duties of the stakeholders will be specific in nature and will be directed by staff in an effort to maintain focus on the goal of the update. Staff identified the external stakeholders listed above as possible participates. Each stakeholder will be asked to select a representative from their group to participate in the update process. The inclusion of internal and external stakeholders in the process will provide transparency and a general consensus to the proposed changes to the Tree Code. Phase 2 — Draft Proposed Ordinance Updates, is scheduled to begin in May and conclude in July 2015. The current Tree Code has been divided into three incremental tasks during Phase (2) (Exhibit 1). The purpose of these tasks is to break the Tree Code into manageable sized units to allow for a more focused effort during the process. Four weeks per task has been allotted for staff to draft updates to the Tree Code based on the results of Phase 1 Pre - Planning /Stakeholder Engagement. The recommended updates that result upon completion of these tasks will be presented to City Council. Phase 3 — Finalize Proposed Update and present to City Council is scheduled to begin August, 2015 with vetting of proposed updates with stake holders both internal and external. This will allow stakeholders the opportunity to review the proposed updates and provide further feedback for potential inclusion into the update. All stakeholders will receive final copies of the proposed updates before presenting to City Council. This process will provide an opportunity for participation and ownership of the Tree Code update. The proposed updates will be presented to City Council via work session before final consideration. The public hearing process is scheduled to commence sometime between August and September, 2015. Date: February 6, 2015 Exhibit 10 Report No. 2015 -017 To inform the public of the proposed update, the Public Communications Office, with the guidance of the Planning and Development Department will develop a marketing and outreach campaign associated with this process, facilitate media coverage, and place most advertising and communication pieces. Planning will be responsible for all funding, the draft information to be used in material production, the distribution of posters and fliers, and doing media interviews, presentations to community groups, and cold calls as necessary. Planning will also supply any emails and /or address listings needed for materials distribution. CONCLUSION: The results of our efforts will build upon the foundation that has been laid and provide a path toward a comprehensive Urban Forestry Management Plan for the City of Denton. In addition, it is our hope that this will be the start of more partnerships between stakeholders and the City of Denton. ATTACHMENT: 1. Exhibit 1 Phasing Schedule STAFF CONTACT: Haywood Morgan Urban Forester 940 - 349 -8337 Haywood.Morgan @cityofdenton.com or Brian Lockley, AICP, CPM Director, Planning and Development 940 - 349 -8378 Brian.Lockley@cityofdenton.com Date: February 6, 2015 Exhibit 10 Exhibit 1 Phasing Schedule Phase 1 - Pre - Planning /Stakeholder Engagement February - April Report No. 2015 -017 • The general public will be invited to participate in multiple public forums to share their concerns with the current Tree Code as well as provide input for areas of improvement. • Meet with internal stakeholders (ex. Planning, Legal, Parks, Real Estate, Watershed Protection) and external stakeholders (e.g. Keep Denton Beautiful Board, Parks Board, P &Z, and Denton County Developers Association) for goal- setting and issue identification to work toward an Urban Forestry Strategy. • Partner with key stakeholders, as well as existing and established groups with broad and diverse backgrounds (e.g. Keep Denton Beautiful Board, Parks Board, P &Z, and Denton County Developers Association). • Assess what other Texas cities are doing (e.g. Dallas, Austin, San Antonio, Mansfield, Arlington, etc.) to identify tree ordinances that work well in the area. • Compile best practices to consider incorporating into the new ordinance updates for the City. City Council City council review of proposed amendments and revisions to the tree code and goals of tree code update. Phase 2 - Draft Proposed Ordinance Updates May - July • Ordinance updates will be prepared by the collaboration and partnership during stakeholder engagement (Phase 1). Listed below is potential sequencing of anticipated topics to be updated within the Tree Code: Task 1 -April • Purpose and Intent (vision, include canopy goals) • Applicability • Permit Requirements • Permit Review and Approval Process • Definitions Task 2 - May • Tree Designations (e.g. Protected trees, Historic Trees, Quality Trees) • Preservation • Mitigation (e.g. Tree Fund and Tree Trusts) Task 3 - June • Alternative Tree Preservation Plan • Preservation Incentives • Green Infrastructure and the Public Realm (e.g. medians, parks, other city properties) • Landscape and Tree Canopy Requirements (new development, new trees) Date: February 6, 2015 Report No. 2015 -017 Exhibit 10 City Council Draft ordinance amendments will be presented via work session before finalization of Tree Code amendments. Phase 3 - Finalize Proposed Update and Present to City Council August - September Vet proposed updates with internal stakeholders. Vet proposed updates with external stakeholders. Share any edits with internal and external stakeholders. City Council Present proposed update to City Council for consideration and adoption. Exhibit 2 Tree Fund Expenditure Analysis Per DDC 35.13.7.7.e.i Title: OT Description of Project: OT Applicant: OT Contact Person: OT Address: OT Phone: OT Project Location: OT Proposed Time Frame: OT Project Type (check all that apply) ❑ Planting and Maint. ❑ Wooded Property Purchase ❑ City -wide Inventory ❑Education Criteria Compliance: 1. Full Project Cost— OT 2. Funds Leveraged — OT 3. Community Involvement — OT 4. Resident Request — OT 5. Staff - Identified Need — OT 6. Consistency with Existing Plans — OT 7. Community Impact — OT 8. Tree Fund Expenditure Distribution — OT 9. Special Considerations — OT Request Analysis — OT Exhibit 3 Tree Fund Management Parameters Per DDC 35.13.7.7.e.i Projects will be evaluated within the following standardized parameters to promote proactive management of the Tree Fund: 1. Expenditure Distribution: The distribution of funds will be tracked biannually (every two years), to ensure compliance with the following distribution schedule which span the four purposes of the Tree Fund as stated in the Denton Development Code (DDC): a. 75% - Tree Planting and Maintenance. b. 15% - Purchase of Wooded Property to Preserve. C. 5% - City -wide Tree Inventory. d. 5% - Education of Citizens and Developers. Staff sees a need to ensure that each purpose of the Tree Fund, as stipulated in the DDC, is fulfilled on a regular basis. Although some of the Expenditures will fulfill more than one purpose, staff will monitor the projects to ensure the City is selecting Expenditures over a two -year period that comply with the Ordinance. For example, if an Expenditure is being evaluated to plant trees during an Arbor Day celebration, it will achieve the first and last purposes of tree planting and education. The proposed distribution is predominately tree planting and maintenance to reflect direction of the City Council to plant more trees with the Tree Fund, first and foremost. 2. Planting Season: Planting projects will be planned and coordinated for the planting season (fall to spring), pending the availability of trees. This will ensure that trees are planted during the optimum time of the year and that they will have a higher success rate after the planting. 3. Mortality Rate: Trees will be monitored during the first three years after planting. It is common for some newly planted trees to die after planting due to various reasons. The most common reason for a newly planted tree to die is the shock of transplanting. Dead trees will be replaced to ensure continuity of the planting. 4. Community Requests: Requests received by the City for tree - related projects desired by the community will be tracked to document the public demand for specific locations and needs. The log will assist in maintaining a systematic, geographic distribution of Tree Fund use. In addition to Expenditures eligible for the Tree Fund, some requests may be more appropriate for the Parks and Recreation Department to address, at which point Planning will coordinate with Parks. Although community requests are currently tracked by staff informally, this policy will ensure that they are tracked formally for Tree Fund administration and management purposes. 5. Staff - identified Needs: Recognizing that City staff maintain and protect the parks, medians, and other wooded areas, there are times that staff identifies a potential Tree Fund Expenditure that needs to be considered. Similar to the Community Requests discussed above, the Staff - identified Needs are proposed to be tracked formally for Tree Fund administration and management purposes. Exhibit 3 6. City Council Consent Agenda: All projects totaling $50,000 or more will be brought before the City Council for their consideration. All appropriate expenditures less than $50,000 will be evaluated and approved by a cross - departmental team, led by the Urban Forester. Should a request be denied, the applicant can appeal to the Director of Planning and Development for reconsideration. cli >C W c A y � O c W A c A x 0 N c a v 0 0 0 v Cj P Cj Cj 0 E� L" O O U a, N. Q O L .tiQ CQ/] ti � N H o , � o Z o H 0 � 3 � � � Q a\ o o � O U N O U un N N f3, w y O U p sue. � O O O s., Exhibit 5 Tree Fund Expenditure Analysis Per DDC 35.13.7.7.e.i Title: Carl Young Park Shady Trails Initiative Description of Project: This project will plant 43 trees along the trail located in Carl Young Park, increasing the current tree canopy while providing shade for park patrons. Applicant: Internal Staff — Parks and Recreation Contact Person: Jim Mays Address: City Hall East Phone: 940 - 349 -7465 Project Location: Carl Young Park District 1 Proposed Time Frame: Spring 2015 Planting Season Project Type (check all that apply) ® Planting and Maint. ❑ Wooded Property Purchase ❑ City -wide Inventory ❑Education Criteria Compliance: 1. Full Project Cost— $52,428.37 2. Funds Leveraged— There are no other funds or efforts leveraged for this project. 3. Community Involvement— There is no planned community involvement for this project. 4. Resident Request — It is unknown if there are residential requests for trees in Carl Young Park. 5. Staff - Identified Need — The park and trail in been identified by staff as in need of trees. 6. Consistency with Existing Plans — The planting of trees in city owned parks is complementary to Keep Denton Beautiful's Neighborwoods and Community Tree Give Away programs which provide trees for planning on private properties. 7. Community Impact — Carl Young Park is a Neighborhood Park and draws visitors from the surrounding neighborhood. 8. Tree Fund Expenditure Distribution — Currently no Tree Fund dollars have been used for tree planting. Exhibit 5 9. Special Considerations — The proposed trees to be planted are native or naturalized to grow in the area and will add to the species and age distribution of Carl Young Park. Request Analysis — The proposed tree planting project will add to the overall aesthetics and functionality of Carl Young Park while increasing canopy cover. The proposed tree planting project complies with the tree planting objective of the Tree Fund. Exhibit 5 Exhibit 5 Cost Analysis Carl Young Park — 43 trees planted in the park along the trail, $52,428.37. Tree Planting Cost - Manual verses Automated Watering Cost Manual Watering 3 Years Cost Automated Watering Cost Manual Watering 3 years $153,802.80 Automated Watering $32,998.82 Cost per Tree to Water $3,576.80 Cost per Tree to Water $767.41 Cost of Trees Planted $19,429.55 Cost of Trees Planted $19,429.55 Cost per Tree $451.85 Cost per Tree $451.85 Total Project Cost Watered $173,231.95 Total Project, Cast Watered $52,428.'37 Total Cast per Tree Watered $4,028.65 Total Cast per Tree Watered $1,219.26 Cost of Trees Planted — Carl Young Park Quantity Item Unit Price Total 43 3 cu.ft. Mulch $4.00 $172.00 43 3 "cal Trees $300.00 $12,900.00 129 Fertilizer Tree Tabs $2.00 $258.00 43 Tulley Tree Stakes $31.85 $1,369.55 43 Tree Installation Labor $110.00 $4,730.00 Cost per tree per week Total Cost $22:80 $19,429M, Cost per Tree $451.85 Estimate Cost per Caliper Inch 1 1 $154.62 Cost Factors for Manual Watering Item Calculations, Base Cost 4 of Trees Watered per hr. 10 min per tree 5 4 of Trees Watered per day 7 hour per day x 5 35 Temporary Worker a $21.00 1.5 Ton Truck b $25.00 Water Tank and Trailer c $11.00 Cost per hour a +b +c = d $57.00 Cost per watering d / trees watered per hr. $11.40 Cost per tree per week 2 times per week $22:80 Cc st cif Treegator Bag $20:00 Exhibit 5 Manual Watering Cost — Carl Young Park Item Calculations Cost Number of Trees to Plant a 43 Cost of Treegator bags a x $20 per bag $860.00 Cost to Water per week 43 x cost to water per week ($22.80) $980.40 Cost to Water per year 52 x cost per week + cost of Treegator bag ($980.40) $51,840.80 Cost to Water 3 earn 3'x cost per ear $51,802 »40 � ' $1531802.40 Cost Per Tree 3 earn 3 ear cost 1531842.40 I number, of trees 43 $3,576.80 Automated Watering Cost — Carl Young Park Quantity Item unit Price Total 1 Impact Fee $12,300.00 $12,300.00 1 Water Line Tap Fee $1,400.00 $1,400.00 1 Water Meter Fee $670.00 $670.00 1 1 1/2" RPZ Backflow Device $436.00 $436.00 1 12 Station Motorola DC Controller $3,600.00 $3,600.00 1 1 1/2" ARAD Flow Meter $1,200.00 $1,200.00 1 Back Flow Cover $200.00 $200.00 2 1" Rail Bird XCZ- 100 -PRB Valve w/latching solenoid $83.16 $166.32 500 14 Gauge Control Wiring $0.90 $1,350.00 1500 1" Class 200 PVC $0.16 $240.00 750 1/2" Class 200 PVC $0.09 $67.50 500 Copper Shield Drip Line $0.29 $145.00 1 PVC Fittings $150.00 $150.00 1 Drip Fittings $74.00 $74.00 1 Estimated Irrigation Install Labor $11,000.00 $11,000.00 Total Cost $32,998.82 Cost per Tree $167.41 Exhibit 6 Tree Fund Expenditure Analysis Per DDC 35.13.7.7.e.i Title: North Pointe Park Shady Trails Initiative Description of Project: This project will plant 37 trees along the trail located in North Pointe Park, increasing the current tree canopy while providing shade for park patrons. Applicant: Internal Staff — Parks and Recreation Contact Person: Jim Mays Address: City Hall East Phone: 940 - 349 -7465 Project Location: North Pointe, District 2 Proposed Time Frame: Spring 2015 Planting Season Project Type (check all that apply) ® Planting and Maint. ❑ Wooded Property Purchase ❑ City -wide Inventory ❑Education Criteria Compliance: 1. Full Project Cost— $41,322.53 2. Funds Leveraged— There are no other funds or efforts leveraged for this project. 3. Community Involvement— There is no planned community involvement for this project. 4. Resident Request — It is unknown if there are residential request for trees in North Pointe Park. 5. Staff - Identified Need — The trail in question has been identified by staff as in need of trees. 6. Consistency with Existing Plans — The planting of trees in city owned parks is complementary to Keep Denton Beautiful's Neighborwoods and Community Tree Give Away programs which provide trees for planning on private properties. 7. Community Impact — North Pointe Park is a Neighborhood Park and draws visitors from the surrounding neighborhood. 8. Tree Fund Expenditure Distribution — Currently no Tree Fund dollars have been used for tree planting. Exhibit 6 9. Special Considerations — The proposed trees to be planted are native or naturalized to grow in the area and will add to the species and age distribution of North Pointe Park. Request Analysis — The proposed tree planting project will add to the overall aesthetics and functionality of North Pointe Park while increasing canopy cover. The proposed tree planting project complies with the tree planting objective of the Tree Fund. Exhibit 6 Exhibit 6 Cost Analysis North Pointe Park — 37 trees planted along trail and in the park, $41,322.53. Tree Planting Cost - Manual verses Automated Watering Cost Manual Watering 3 Years Cost Automated Watering Cost Manual Watering 3 years $132,341.60 Automated Watering $24,604.08 Cost per Tree to Water $3,576.80 Cost per Tree to Water $664.98 Cost of Trees Planted $16,71 8.45 Cost of Trees Planted $16,71 8.45 Cost per Tree $451.85 Cost per Tree $451.85 Total Project Cost Watered $149,060.0, Project, Cast Watered $41,322.53 Total Cast per free Watered $4,028.65 Total Cast per Tree Watered $1,116.83 Cost of Trees Planted — North Point Park Quantity Item Unit Price Total 37 3 cu.ft. Mulch $4.00 $148.00 37 3 "cal Trees $300.00 $11,100.00 111 Fertilizer Tree Tabs $2.00 $222.00 37 Tulley Tree Stakes $31.85 $1,178.45 37 Tree Installation Labor $110.00 $4,070.00 Cost per tree per week Total Cost $22:80 $16,119.45, Cost per Tree $451.85 Estimate Cost per Caliper Inch 1 1 $154.62 Cost Factors for Manual Watering Item Calculations, Base Cost 4 of Trees Watered per hr. 10 min per tree 5 4 of Trees Watered per day 7 hour per day x 5 35 Temporary Worker a $21.00 1.5 Ton Truck b $25.00 Water Tank and Trailer c $11.00 Cost per hour a +b +c = d $57.00 Cost per watering d / trees watered per hr. $11.40 Cost per tree per week 2 times per week $22:80 Cc st cif Treegator Bag $20:00 Exhibit 6 Manual Watering Cost — North Pointe Park Item Calculations, Cost Number of Trees to Plant a 37 Cost of Treegator bags a x $20 per bag $740.00 Cost to Water per week 37 x cost to water per week ($22.80) $843.60 Cost to Water per year 52 x cost per week + cost of Treegator bag ($843.60) $44,607.20 Cost to Water 3 yea rn 3'x cost per year ($44,607.60)', $132,341.60 Cost Per Tree 31 years, 3 ear cost 132,341.60 I number of trees 37 $3,57'6.80 Automated Watering Cost — North Point Park Quantity Item unit Price Total 1 Meter& Impact Fees $8,492.50 $8,492.50 1 Water Line Tap Fee $1,400.00 $1,400.00 1 Water Meter Fee $670.00 $670.00 1 1 1/2" RPZ Backflow Device $165.00 $165.00 1 12 Station Motorola DC Controller $3,600.00 $3,600.00 1 1 1/2" ARAD Flow Meter $1,000.00 $1,000.00 1 Back Flow Cover $200.00 $200.00 1 V Rain Bird XCZ- 100 -PRB Valve w/latching solenoid $56.58 $56.58 300 14 Gauge Control Wiring $0.90 $270.00 2000 1" Class 200 PVC $0.16 $320.00 1000 1/2" Class 200 PVC $0.09 $90.00 400 Copper Shield Drip Line $0.29 $116.00 1 PVC Fittings $150.00 $150.00 1 Drip Fittings $74.00 $74.00 1 Estimated Irrigation Install Labor $8,000.00 $8,000.00 Total Cost, 24,60408 Cost per Tree $664.98 Exhibit 7 Tree Fund Expenditure Analysis Per DDC 35.13.7.7.e.i Title: North Lakes Park East Shady Trails Initiative Description of Project: This project will plant 75 trees along the north and south side of the trail located in North Lakes Park from the bridge east to Hinkle Dr., increasing the current tree canopy while providing shade for park patrons. Applicant: Internal Staff — Parks and Recreation Contact Person: Jim Mays Address: City Hall East Phone: 940 - 349 -7465 Project Location: North Lakes Park East, District 3 Proposed Time Frame: Spring 2015 Planting Season Project Type (check all that apply) ® Planting and Maint. ❑ Wooded Property Purchase ❑ City -wide Inventory ❑Education Criteria Compliance: 1. Full Project Cost — $79,169.91 2. Funds Leveraged— There are no other funds or efforts leveraged for this project. 3. Community Involvement— There is no planned community involvement for this project. 4. Resident Request — Multiple request have been received over the years requesting tree to be planted along the trail in North Lakes Park. 5. Staff - Identified Need — The trail in question has been identified by staff as in need of trees. 6. Consistency with Existing Plans — The planting of trees in city owned parks is complementary to Keep Denton Beautiful's Neighborwoods and Community Tree Give Away programs which provide trees for planning on private properties. 7. Community Impact — North Lake Park is a Regional Park and draws visitors from the surrounding communities. Exhibit 7 8. Tree Fund Expenditure Distribution — Currently no Tree Fund dollars have been used for tree planting. 9. Special Considerations — The proposed trees to be planted are native or naturalized to grow in the area and will add to the species and age distribution of North Lakes Park. Request Analysis — The proposed tree planting project will add to the overall aesthetics and functionality of North Lakes Park while increasing canopy cover. The proposed tree planting project complies with the tree planting objective of the Tree Fund. Exhibit 7 Exhibit 7 Cost Analysis North Lakes Park East — 75 trees planted in the park along the trail from the bridge to Hinkle Drive $79,169.91. Tree Planting Cost - Manual verses Automated Watering Cost Manual Watering 3 Years Cost Automated Watering Cost Manual Watering 3 years $268,260.00 Automated Watering $45,281.16 Cost per Tree to Water $3,576.80 Cost per Tree to Water $603.75 Cost of Trees Planted $33,88.75 Cost of Trees Planted $33,88.75 Cost per Tree $451.85 Cost per Tree $451.85 Total Project Cost Watered X302;1405 Total Project Cast Watered $70,160.9'1 Total Cast per free Watered $4,028.65 Total Cast per Tree Watered $1,055:60 Cost of Trees Planted — North Lakes East Quantity Item Unit Price Total 75 3 cu.ft. Mulch $4.00 $300.00 75 3 "cal Trees $300.00 $22,500.00 225 Fertilizer Tree Tabs $2.00 $450.00 75 Tulley Tree Stakes $31.85 $2,388.75 75 Tree Installation Labor $110.00 $8,250.00 Cost per tree per week Total Cast $22:80 $33,888.75 Cost ` ier Tree $451.85 Estimate Cost per Caliper Inch $154.62 Cost Factors for Manual Watering Item Calculations Base Cost 4 of Trees Watered per hr. 10 min per tree 5 4 of Trees Watered per day 7 hour per day x 5 35 Temporary Worker a $21.00 1.5 Ton Truck b $25.00 Water Tank and Trailer c $11.00 Cost per hour a +b +c = d $57.00 Cost per watering d / trees watered per hr. $11.40 Cost per tree per week 2 times per week $22:80 Cc st cif Treegator Bag $20:00 Exhibit 7 Manual Watering Cost — North Lakes East Item Calculations` Cost Number of Trees to Plant a 75 Cost of Treegator bags a x $20 per bag $1,500.00 Cost to Water per week 75 x cost to water per week ($22.80) $1,710.00 Cost to Water per year 52 x cost per week + cost of Treegator bag ($1710.00) $90,420.00 Cost to Water IyeArs, 3 x cdst per year ($90,420,00), $268,260.00 Cost Per Tree 3 years 3 year cost 268,260.00 /'number Of, trees (75), $3,576.80 Automated Watering Cost — North Lakes East Quantity ttem unit Price Total 1 Meter& Impact Fees $9,855.00 $9,855.00 1 Water Line Tap Fee $1,400.00 $1,400.00 1 Water Meter Fee $670.00 $670.00 1 1 1/2" RPZ Backflow Device $165.00 $165.00 1 12 Station Motorola DC Controller $3,600.00 $3,600.00 1 1 1/2" ARAD Flow Meter $1,000.00 $1,000.00 1 Back Flow Cover $200.00 $200.00 2 V Rain Bird XCZ- 100 -PRB Valve w /latching solenoid $56.58 $113.16 2500 14 Gauge Control Wiring $0.90 $2,250.00 2500 1" Class 200 PVC $0.16 $400.00 1250 1/2" Class 200 PVC $0.09 $112.50 750 Copper Shield Drip Line $0.29 $217.50 1 PVC Fittings $150.00 $150.00 1 Drip Fittings $148.00 $148.00 1 Estimated Irrigation Install Labor $25,000.00 $25,000.00 Total Cost, $45,29116 Cost per Tree 560175 Exhibit 8 Tree Fund Expenditure Analysis Per DDC 35.13.7.7.e.i Title: North Lakes Park West Shady Trails Initiative Description of Project: This project will plant 50 trees along the the trail located in North Lakes Park, increasing the current tree canopy while providing shade for park patrons. Applicant: Internal Staff — Parks and Recreation Contact Person: Jim Mays Address: City Hall East Phone: 940 - 349 -7465 Project Location: North Lakes Park East, District 3 Proposed Time Frame: Spring 2015 Planting Season Project Type (check all that apply) ® Planting and Maint. ❑ Wooded Property Purchase ❑ City -wide Inventory ❑Education Criteria Compliance: 1. Full Project Cost— $63,606.66 2. Funds Leveraged— There are no other funds or efforts leveraged for this project. 3. Community Involvement— There is no planned community involvement for this project. 4. Resident Request — Multiple request have been received over the years requesting tree to be planted along the trail in North Lakes Park. 5. Staff - Identified Need — The trail in question has been identified by staff as in need of trees. 6. Consistency with Existing Plans — The planting of trees in city owned parks is complementary to Keep Denton Beautiful's Neighborwoods and Community Tree Give Away programs which provide trees for planning on private properties. 7. Community Impact — North Lake Park is a Regional Park and draws visitors from the surrounding communities. 8. Tree Fund Expenditure Distribution — Currently no Tree Fund dollars have been used for tree planting. Exhibit 8 9. Special Considerations — The proposed trees to be planted are native or naturalized to grow in the area and will add to the species and age distribution of North Lakes Park. Request Analysis — The proposed tree planting project will add to the overall aesthetics and functionality of North Lakes Park while increasing canopy cover. The proposed tree planting project complies with the tree planting objective of the Tree Fund. Exhibit 8 Exhibit 8 Cost Analysis North Lakes Park West— 50 trees planted in the park along the trail, $63,606.66. Tree Planting Cost - Manual verses Automated Watering Cost Manual Watering 3 Years Cost Automated Watering Cost Manual Watering 3 years $178,840.00 Automated Watering $41,014.16 Cost per Tree to Water $3,576.80 Cost per Tree to Water $820.28 Cost of Trees Planted $22,592.50 Cost of Trees Planted $22,592.50 Cost per Tree $451.85 Cost per Tree $451.85 Total Project Cost Watered W1,43150 Total Project, Cast Watered $63;606.66 Total Cast per free Watered $4,028.65 Total Cast per Tree Watered $1,272.13 Cost of Trees Planted — North Lakes West Quantity Item Unit Price Total 50 3 cu.ft. Mulch $4.00 $200.00 50 3 "cal Trees $300.00 $15,000.00 150 Fertilizer Tree Tabs $2.00 $300.00 50 Tulley Tree Stakes $31.85 $1,592.50 50 Tree Installation Labor $110.00 $5,500.00 Cost per tree per week Total Cast $22:80 X22;592:50 Cost per Tree $451.85 Estimate Cost per Caliper Inch $154.62 Cost Factors for Manual Watering Item Calculations, Base Cost 4 of Trees Watered per hr. 10 min per tree 5 4 of Trees Watered per day 7 hour per day x 5 35 Temporary Worker a $21.00 1.5 Ton Truck b $25.00 Water Tank and Trailer c $11.00 Cost per hour a +b +c = d $57.00 Cost per watering d / trees watered per hr. $11.40 Cost per tree per week 2 times per week $22:80 Cast ofTreegator Bag $20.00, Exhibit 8 Manual Watering Cost — North Lakes West Item Calculations, Cost Number of Trees to Plant a 50 Cost of Treegator bags a x $20 per bag $1,000.00 Cost to Water per week 50 x cost to water per week ($22.80) $1,140.00 Cost to Water per year 52 x cost per week + cost of Treegator bag ($1140.00) $60,280.00 Cost to Water 3 earn 3'x cost per year ($40,290.00)", $178,840,00 Cost Per Tree 3 y' ea 3 ear cost 178,840,00 I number, of trees (50j', $3,576.80 Automated Watering Cost — North Lakes West Quantity Item unit Price Total 1 Meter& Impact Fees $9,055.00 $9,055.00 1 Water Line Tap Fee $1,400.00 $1,400.00 1 Water Meter Fee $670.00 $670.00 1 1 1/2" RPZ Backflow Device $165.00 $165.00 1 12 Station Motorola DC Controller $3,600.00 $3,600.00 1 1 1/2" ARAD Flow Meter $1,000.00 $1,000.00 1 Back Flow Cover $200.00 $200.00 2 V Rain Bird XCZ- 100 -PRB Valve w/latching solenoid $56.58 $113.16 1250 14 Gauge Control Wiring $0.90 $1,125.00 2500 1" Class 200 PVC $0.16 $400.00 1250 1/2" Class 200 PVC $0.09 $112.50 950 Copper Shield Drip Line $0.29 $275.50 1 PVC Fittings $150.00 $150.00 1 Drip Fittings $148.00 $148.00 1 Estimated Irrigation Install Labor $22,600.00 $22,600.00 Total Cost, $41,014.16 Cost per Tree $820.28 Exhibit 9 Tree Fund Expenditure Analysis Per DDC 35.13.7.7.e.i Title: South Lakes Park Shady Trails Initiative Description of Project: This project will plant 215 trees along the trail located in South Lakes Park, increasing the current tree canopy while providing shade for park patrons. Applicant: Internal Staff — Parks and Recreation Contact Person: Jim Mays Address: City Hall East Phone: 940 - 349 -7465 Project Location: South Lakes Park, District 4 Proposed Time Frame: Spring 2015 Planting Season Project Type (check all that apply) ® Planting and Maint. ❑ Wooded Property Purchase ❑ City -wide Inventory ❑Education Criteria Compliance: 1. Full Project Cost — $157.550.41 2. Funds Leveraged— There are no other funds or efforts leveraged for this project. 3. Community Involvement — There is the possibility of participation from students at McMath Middle School, if the School is agreeable. 4. Resident Request — Multiple requests have been received over the years requesting trees to be planted along the trail in South Lakes Park. 5. Staff - Identified Need — The trail has been identified by staff as in need of trees. 6. Consistency with Existing Plans — The planting of trees in city owned parks is complementary to Keep Denton Beautiful's Neighborwoods and Community Tree Give Away programs which provide trees for planning on private properties. 7. Community Impact — South Lake Park is a Regional Park and draws visitors from the surrounding communities. Exhibit 9 8. Tree Fund Expenditure Distribution — Currently no Tree Fund dollars have been used for tree planting. 9. Special Considerations — The proposed trees to be planted are native or naturalized to grow in the area and will add to the species and age distribution of South Lakes Park. Request Analysis — The proposed tree planting project will add to the overall aesthetics and functionality of South Lakes Park while increasing canopy cover. The proposed tree planting project complies with the tree planting objective of the Tree Fund. Exhibit 9 Exhibit 9 Cost Analysis South Lakes Park — 215 trees planted around the trail on the north part of the park, $157,550.41. Tree Planting Cost - Manual verses Automated Watering Cost Manual Watering 3 Years Cost Automated Watering Cost Manual Watering 3 years $769,012.00 Automated Watering $60,402.66 Cost per Tree to Water $3,576.80 Cost per Tree to Water $280.94 Cost of Trees Planted $97,147.75 Cost of Trees Planted $97,147.75 Cost per Tree $451.85 Cost per Tree $451.85 Totat Project Cost Watered $866,159.75 Total Project Cast Watered $157,550.41 Total Cast per free Watered $4,028:65 Total Costper free Watered $132.19 Cost of Trees Planted — South Lakes Park Quantity Item Unit Price Total 215 3 cu.ft. Mulch $4.00 $860.00 215 3 "cal Trees $300.00 $64,500.00 645 Fertilizer Tree Tabs $2.00 $1,290.00 215 Tulley Tree Stakes $31.85 $6,847.75 215 Tree Installation Labor $110.00 $23,650.00 Cost per tree per week Total Cast $22:80 $97,147.75 Cost per Tree $451.85 Estimate Cost per Caliper Inch 1 $154.62 Cost Factors for Manual Watering Item Calculations, Base Cost 4 of Trees Watered per hr. 10 min per tree 5 4 of Trees Watered per day 7 hour per day x 5 35 Temporary Worker a $21.00 1.5 Ton Truck b $25.00 Water Tank and Trailer c $11.00 Cost per hour a +b +c = d $57.00 Cost per watering d / trees watered per hr. $11.40 Cost per tree per week 2 times per week $22:80 Cast ofTreegator Bag $20.00, Exhibit 9 Manual Watering Cost — South Lakes Park Item Calculations, Cost Number of Trees to Plant a 215 Cost of Treegator bags a x $20 per bag $4,300.00 Cost to Water per week 43 x cost to water per week ($22.80) $4,902.00 Cost to Water per year 52 x cost per week + cost of Treegator bag ($980.40) $259,204.00 Cost to Water 3 ears 3'x cost per ear $S 1,802 »40 � ' $769,012.06 Cost Per Tree 3 earn 3 ear cost 1531842.40 I number, of trees 43 $3,576.80 Automated Watering Cost — South Lakes Park Quantity Item unit Price Total 1 Meter& Impact Fees $9,055.00 $9,055.00 1 Water Line Tap Fee $1,400.00 $1,400.00 1 Water Meter Fee $670.00 $670.00 1 1" RPZ Backflow Device $165.00 $165.00 1 12 Station Motorola DC Controller $3,600.00 $3,600.00 1 1" ARAD Flow Meter $1,000.00 $1,000.00 1 Back Flow Cover $200.00 $200.00 2 1" Rain Bird XCZ- 100 -PRF Valve w/latching solenoid $56.58 $113.16 700 14 Gauge Control Wiring $0.90 $630.00 1400 1" Class 200 PVC $0.16 $224.00 1400 1/2" Class 200 PVC $0.09 $126.00 2150 Copper Shield Drip Line $0.29 $623.50 2 PVC Fittings $150.00 $300.00 2 Drip Fittings $148.00 $296.00 1 Estimated Irrigation Install Labor $42,000.00 $42,000.00 Total Cost $60,40166 Cost per Tree $280.94 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: S115 -0009, Version: Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Receive a report, hold a discussion and give staff direction regarding recommended revisions to Chapter 33 (Signs and Advertising Devices) of the Denton Code of Ordinances to define and regulate political signs, consistent with the limitations imposed by Texas Local Government Code §216.903, and Texas Election Code §61.003 and §85.036. BACKGROUND On September 1, 2003, the 78d' Texas Legislature enacted Texas Local Government Code §216.903 to regulate political signs on private real property. The City of Denton has adhered to the regulations specified by State law. On June 14, 2013, the 83rd Texas Legislature enacted Texas Election Code §61.003 and §85.036 to prohibit a city, that owns a building used as a polling place, from restricting electioneering during early voting and on Election Day, including the posting, use, or distribution of political signs or literature on the building's premises outside of the 100 -foot statutory electioneering limit. Prior to passage, the bill was amended to allow a city to enact reasonable regulations concerning the time, place, and manner of electioneering as long as electioneering was not prohibited altogether. Under the current City of Denton Code of Ordinances, Chapter 33 -Signs and Advertising Devices - regulations for political signs are not included. Staff has worked with Legal and Randall Morrison (sign attorney /consultant) to draft a political signs definitions and regulations, consistent with the limitations imposed by State law, for codification in Chapter 33 of the Code of Ordinances. This year, early voting runs from April 27' through May 5d', and Election Day is on May 9. RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT Enforcement of the ordinance can begin with the onset of early voting, commencing on April 27, 2015. City of Denton Page 1 of 2 Printed on 2/27/2015 File #: S115 -0009, Version: PRIOR ACTION/REVIEW (Council, Boards, Commissions) None. FISCAL INFORMATION There is no fiscal impact associated with the passage of this ordinance. EXHIBITS 1. Texas Local Government Code §216.903 2. Texas Election Code §61.003 3. Texas Election Code §85.036 4. Political Sign Ordinance 5. Political Sign Presentation Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Lancine Bentley Community Improvement Services Division Manager City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit I LOCAL GOVERNMENT CODE TITLE 7. REGULATION OF LAND USE, STRUCTURES, BUSINESSES, AND RELATED ACTIVITIES SUBTITLE A. MUNICIPAL REGULATORY AUTHORITY CHAPTER 216. REGULATION OF SIGNS BY MUNICIPALITIES SUBCHAPTER A. RELOCATION, RECONSTRUCTION, OR REMOVAL OF SIGN Sec. 216.903. REGULATION OF POLITICAL SIGNS BY MUNICIPALITY. (a) In this section, "private real property" does not include real property subject to an easement or other encumbrance that allows a municipality to use the property for a public purpose. (b) A municipal charter provision or ordinance that regulates signs may not, for a sign that contains primarily a political message and that is located on private real property with the consent of the property owner: (1) prohibit the sign from being placed; (2) require a permit or approval of the municipality or impose a fee for the sign to be placed; (3) restrict the size of the sign; or (4) provide for a charge for the removal of a political sign that is greater than the charge for removal of other signs regulated by ordinance. (c) Subsection (b) does not apply to a sign, including a billboard, that contains primarily a political message on a temporary basis and that is generally available for rent or purchase to carry commercial advertising or other messages that are not primarily political. (d) Subsection (b) does not apply to a sign that: (1) has an effective area greater than 36 feet; (2) is more than eight feet high; (3) is illuminated; or (4) has any moving elements. Added by Acts 2003, 78th Leg., ch. 1004, Sec. 1, eff. Sept. 1, 2003. Exhibit 2 ELECTION CODE TITLE 6. CONDUCT OF ELECTIONS CHAPTER 61. CONDUCT OF VOTING GENERALLY SUBCHAPTER A. GENERAL PROVISIONS Sec. 61.003. ELECTIONEERING AND LOITERING NEAR POLLING PLACE. (a) A person commits an offense if, during the voting period and within 100 feet of an outside door through which a voter may enter the building in which a polling place is located, the person: (1) loiters; or (2) electioneers for or against any candidate, measure, or political party. (a -1) The entity that owns or controls a public building being used as a polling place may not, at any time during the voting period, prohibit electioneering on the building's premises outside of the area described in Subsection (a), but may enact reasonable regulations concerning the time, place, and manner of electioneering. (b) In this section: (1) "Electioneering" includes the posting, use, or distribution of political signs or literature. (2) "Voting period" means the period beginning when the polls open for voting and ending when the polls close or the last voter has voted, whichever is later. (c) An offense under this section is a Class C misdemeanor. Acts 1985, 69th Leg., ch. 211, Sec. 1, eff. Jan. 1, 1986. Amended by: Acts 2013, 83rd Leg., R.S., Ch. 235 (H.B. 259), Sec. 1, eff. June 14, 2013. Acts 2013, 83rd Leg., R.S., Ch. 235 (H.B. 259), Sec. 2, eff. June 14, 2013. Page -1 - Exhibit 3 ELECTION CODE TITLE 7. EARLY VOTING SUBTITLE A. EARLY VOTING CHAPTER 85. CONDUCT OF VOTING BY PERSONAL APPEARANCE SUBCHAPTER A. TIME AND PLACE FOR VOTING; ELECTION OFFICERS Sec. 85.036. ELECTIONEERING. (a) During the time an early voting polling place is open for the conduct of early voting, a person may not electioneer for or against any candidate, measure, or political party in or within 100 feet of an outside door through which a voter may enter the building or structure in which the early voting polling place is located. (b) The entity that owns or controls a public building being used as an early voting polling place may not, at any time during the early voting period, prohibit electioneering on the building's premises outside of the area described in Subsection (a), but may enact reasonable regulations concerning the time, place, and manner of electioneering. (c) During the early voting period, the early voting clerk shall keep continuously posted: (1) at the entrance to the room or area, as applicable, in which the early voting polling place is located, a sign on which is printed in large letters "Early Voting Polling Place "; and (2) at the outer limits of the area within which electioneering is prohibited, a sign on which is printed in large letters "Distance Marker. No electioneering between this point and the entrance to the early voting polling place." (d) A person commits an offense if the person electioneers in violation of Subsection (a). (e) An offense under this section is a Class C misdemeanor. (f) In this section: Page -1 - (1) "Early voting period" means the period prescribed by Section 85.001. (2) "Electioneering" includes the posting, use, or distribution of political signs or literature. Acts 1985, 69th Leg., ch. 211, Sec. 1, eff. Jan. 1, 1986. Amended by Acts 1991, 72nd Leg., ch. 203, Sec. 1.09; Acts 1991, 72nd Leg., ch. 554, Sec. 1, eff. Sept. 1, 1991; Acts 1993, 73rd Leg., ch. 498, Sec. 1, eff. Sept. 1, 1993; Acts 2003, 78th Leg., ch. 639, Sec. 1, 2, eff. Sept. 1, 2003. Amended by: Acts 2013, 83rd Leg., R.S., Ch. 235 (H.B. 259), Sec. 3, eff. June 14, 2013. Acts 2013, 83rd Leg., R.S., Ch. 235 (H.B. 259), Sec. 4, eff. June 14, 2013. Page -2 - Exhibit 4 Chapter 33 - Signs and Advertising Devices 33.1. Title, Authority, Purpose and Intent. A. Title. This Chapter may be known as the sign ordinance or Denton Sign Code B. Authority. This Chapter is adopted pursuant to Texas Local Government Code Chapter 216, the City Charter, and the City's inherent police power (the power to govern). C. Purposes and Intent. By adopting this Chapter, the City Council intends to balance several important and competing interests, including the constitutional right to free speech and the public interests in safety and esthetics, including controlling visual clutter. It is the purpose of this Chapter to regulate the construction, reconstruction, erection, installation, placement, relocation, maintenance, display, use, modification, alteration and removal of private signs within the City, in a manner that does not favor commercial speech over noncommercial speech and does not regulate noncommercial speech by content. D. Methods. It is the intent of this Chapter to regulate signs generally by classifying each sign according to its design and construction and by regulating, based on such classification, the type, number, size, height and setback of signs according to their location in the various zoning districts. E. Minimal Burden. It is also the intent and determination of the City Council that the regulations in this Chapter be and are the minimum necessary and least burdensome to accomplish the purposes stated in this section. 33.1A Basic Principles. A. Message Neutrality Policy. It is the policy of the City to regulate signs in a manner that does not favor commercial speech over noncommercial speech, and that does not regulate protected noncommercial speech by message content. B. Message Substitution Policy. Subject to the private property owner's consent, a constitutionally protected noncommercial message of any category or content may be substituted, in whole or in part, for any allowed commercial message or any other protected noncommercial message, provided that the sign structure or mounting device is legal without consideration of message content. Such substitution of message may be made without any additional approval or permitting. The purpose of this provision is to prevent any favoring of commercial speech over non - commercial speech, or favoring of any particular protected noncommercial message over any other protected noncommercial message. Message substitution is a continuing right which may be exercised any number of times. The message substitution right does not: 1) create a right to increase the total amount of sign display area on a site or parcel; 2) create a right to substitute an off -site commercial message in place of an onsite commercial message or in place of a noncommercial message; 3) affect the requirement that a Page 1 of 39 sign structure or mounting device must be properly permitted; 4) authorize changing the physical method of image presentation (such as digital or neon) display without a permit; or 5) authorize a physical change to the sign structure without compliance with applicable building codes, safety codes, and neutrally- applicable rules for sign size, height, orientation, setback, separation or illumination. C. Enforcement Authority. The Director of Planning and Development is authorized and directed to administer and enforce this Chapter. D. Administrative Interpretations. Interpretations of this Chapter are to be made initially by the Director in consultation with the City Attorney. All interpretations of this Chapter are to be exercised in light of the message neutrality and message substitution policies. Where a particular type of sign is proposed, and the type is neither expressly allowed nor prohibited by this chapter, or whenever a sign does not qualify as a "structure" as defined in the Building Code, as adopted by the City, then the Board of Adjustment shall approve, conditionally approve or disapprove the application based on the most similar sign type that is legal under the current Code, using physical and structural similarity, that is expressly regulated by this chapter. E. Responsibility for Compliance. The responsibility for compliance with this Chapter rests jointly and severally upon the sign owner, the permit holder, all parties holding the present right of possession and control of the property whereon a sign is located, mounted or installed. F. Onsite - Offsite Distinction. Within this Chapter, the distinction between onsite signs and offsite signs applies only to commercial messages. It does not apply to non - commercial messages. G. Billboard Policy. New billboards, as defined herein, are prohibited. Existing legal billboards may not be converted to digital display. 33.2. Definitions. The following words, terms and phrases, when used in this Chapter, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: "Abandoned sign ". A sign: Which, for at least six (6) continuous months, does not identify or advertise a bona fide business, establishment, lessor, service, owner, product or activity; For which no legal owner can be found; or Which pertains to a time, event or purpose which no longer applies. Page 2 of 39 "Advertising ". To convey information or ideas to, to seek the attraction of, or to direct the attention of, the public to any location, event, person, activity, goods, services or merchandise. "Attached sign ". A sign, other than a wind device sign, attached to or supported by any part of a building, including but not limited to a wall, roof, window, canopy, awning, or marquee. Wall, roof, and projecting signs shall be considered attached signs. "Billboard ". 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 principal use of the property. "City" means the City of Denton Texas. "City property" means any parcel of land, or separately leasable space, over which the City (or any of its owned or controlled entities) holds the present right of possession and control, regardless of who may hold legal fee title, or that is within the public right -of- way. "Curbline ". An imaginary line drawn along and parallel to the outermost part or back of the curb and gutter on either side of a public street; or, if there is no curb and gutter, along and parallel to the outermost portion of the paved street; or, if there is no paved street, along and parallel to the outermost edge of the traveled portion of the street. "Digital display" means image display methods utilizing LED (light emitting diode), LCD (liquid crystal display), plasma display, projected images, or any functionally equivalent technology, and which is capable of automated, remote or computer control to change the image, either in a "slide show" manner (series of still images), or full motion animation, or any combination of them. "Dilapidated or deteriorated sign ". A sign: 1. Where any portion of the finished material, surface or message portion of the sign is visibly faded, flaked, broken off, missing, cracked, splintered, defective or is otherwise visibly deteriorated or in a state of disrepair so as not to substantially appear as it was intended or designed to appear when originally constructed; 2. Whose elements or the structural support or frame members are visibly bent, broken, dented or torn, twisted, leaning or at angles other than those at which it was originally erected, such as may result from being blown or by the failure of a structural support. "Director". Means the Director of Planning and Development for the City. "Display face" means the portion of a sign that is available for displaying sign copy, together with any dame, color, panel, ornamental molding, or condition which forms an Page 3 of 39 integral part of the sign copy and which is used to differentiate such sign copy from any wall or background against which it may be placed. Those portions of the supports, uprights or base of a sign that do not function as a sign shall not be considered as part of the display face. "Early Voting Period" means the period prescribed by §85.001 of the Texas Election Code, as currently drafted or hereafter revised. "Establishment ": any legal use of land, other than long -term residential, which involves the use of structures subject to the Building Code. By way of example and not limitation, this definition includes businesses, factories, farms, schools, hospitals, hotels and motels, offices and libraries, but does not include single - family homes, mobile homes, residential apartments, residential care facilities, or residential condominiums. Multi -unit housing developments are considered establishments during the time of construction; individual units are not within the meaning of establishment once a certificate of occupancy has been issued or once a full -time residency begins. "Flag" means a piece of fabric or other flexible material, usually rectangular, of distinctive design, used as a symbol. "Front yard ". An open, unoccupied space on a lot facing a street and extending across the front of the lot between the side lot lines and from the main building line as specified for the district in which it is located (the "building setback line "). "General advertising for hire ": the enterprise of providing sign display area to a variety of advertisers or message sponsors, typically for a fee or other valuable consideration. "Ground sign ". A sign, other than a wind device sign, whose principal support is provided by burying, anchoring or otherwise connecting the sign, or supporting structure thereof, to the ground and which is not a portable sign or attached sign. "Mobile billboard" a motorized vehicle with sign display area that is used for general advertising for hire. Mobile billboard advertising includes any vehicle, or wheeled conveyance which carries, conveys, pulls, or transports any sign or billboard for the primary purpose of advertising. "Monument Sign ". A ground sign, other than a wind device sign, which is solid from the ground up, and is made of stone, concrete, metal, routed wood planks or beams, brick or similar materials, and no visible pole. "Off- premises sign ". A sign displaying advertising copy that pertains to a business, establishment, person, organization, activity, event, place, service, or product not principally located or primarily manufactured, sold, offered or performed on the premises on which the sign is located. "On- premises sign ". A sign identifying or advertising a business, establishment, person, or activity, and installed and maintained on the same premises as the business, person, or Page 4 of 39 activity. A sign which promotes or displays a political, religious or ideological thought, belief, opinion or other noncommercial message shall be considered an on- premises sign. "Permanent sign" means a sign that is solidly attached to a building, structure, or the ground by means of mounting brackets, bolts, welds, or other combination of attachment methods, thereby rendering the sign non - moveable or difficult to reposition without the use of machinery, cutting devices, or mechanical devices. See also "temporary sign." "Political sign" means a temporary sign promoting the election of a candidate or issue on the ballot of an upcoming election. "Portable sign ". A sign whose principal supporting structure is intended, by design, use or construction, to be used by resting upon the ground for support and which may be easily moved or relocated for reuse. Portable signs shall include but not be limited to signs mounted upon or designed to be mounted upon a trailer, bench, wheeled carrier or other mobile structure, with or without wheels, and A -frame and other similar signs, resting or leaning on the ground or other structures, but not permanently attached thereto. "Premises" means: For any developed property, the lot or contiguous area of real property which encompasses all the buildings, structures, appurtenances and land devoted to a common use, such as a shopping center or a business occupying and using multiple contiguous lots; or For undeveloped property, the area of real property designated as a lot on a Plat approved in accordance with law and filed with the County Clerk's office, or an unplatted tract of land as conveyed by deed or operation of law and recorded in the deed records of the County. "Projecting sign ". Any sign, other than a wind device sign, which is wholly affixed to or supported by any building wall and which extends beyond the building wall more than twelve (12) inches. "Right -of -way" means real property subject to an easement or other encumbrance that allows the City to use the property for a public purpose. "Roof sign ". Any sign, other than a wind device sign, wholly erected on, affixed to, or supported by a roof of a building. "Sign" as used in this Chapter, generally means the display of any visually communicative image placed on public display and visible from the exterior of any portion of the public right of way or place open to passage by the public. The general definition of "sign" does not include the following enumerated items: a. Aerial banners towed behind aircraft; Page 5 of 39 b. Architectural features — decorative or architectural features of buildings (not including lettering, trademarks or moving parts), which do not perform a communicative function (examples include color stripes around an office building or retail store); c. Automated Teller Machines (ATM's), when not used for general advertising; d. Cornerstones and foundation stones; e. The legal use of fireworks, candles and artificial lighting not otherwise regulated by this chapter; f. Grave markers, gravestones, headstones, mausoleums, shrines, and other markers of the deceased; g. Historical monuments, plaques and tablets; h. Holiday and cultural observance decorations displayed in season, including inflatable objects, on private residential property which are on display for not more than 45 calendar days per year (cumulative, per dwelling unit) and which do not include commercial messages; i. Inflatable gymnasiums associated with legal residential uses — inflatable, temporary, moveable, gymnasium devices commonly used for children's birthday parties, and similar devices (also called "party jumps" or "bounce houses "); j. Interior graphics — visual communicative devices that are located entirely within a building or other enclosed structure and are not visible from the exterior thereof; k. Manufacturers' marks — marks on tangible products, which identify the maker, seller, provider or product, and which customarily remain attached to the product even after sale; 1. Mass transit graphics — graphic images mounted on duly licensed and authorized mass transit vehicles that legally pass through the city; m. News racks, newspaper vending devices and newsstands; n. Personal appearance: makeup, masks, wigs, costumes, jewelry, apparel and the like, unless it constitutes a commercial mascot (which see); o. Safety warnings on motorized or electrified equipment; p. Searchlights used as part of a search and rescue or other emergency service operation (this exclusion does not apply to searchlights used as attention attracting devices for commercial or special events); Page 6 of 39 q. Shopping carts, golf carts, horse drawn carriages, and similar devices (any motorized vehicle which may be legally operated upon a public right -of -way is not within this exclusion); r. Symbols embedded in architecture - symbols of non - commercial organizations or concepts including, but not limited to, religious or political symbols, when such are permanently integrated into the structure of a permanent building which is otherwise legal, by way of example and not limitation, such symbols include stained glass windows on churches, carved or bas relief doors or walls, bells and religious statuary; s. Vehicle and vessel insignia - on street legal vehicles and properly licensed watercraft: license plates, license plate frames, registration insignia, non- commercial messages, messages relating to the business of which the vehicle or vessel is an instrument or tool (not including general advertising) and messages relating to the proposed sale, lease or exchange of the vehicle or vessel; or t. Flags "Sign copy" or "copy" means the visually communicative elements, including but not limited to words, letters, numbers, designs, figures or other symbolic presentation incorporated into a sign with the purpose of attracting attention to the subject matter or message. "Supporting structure ". Any pole, post, cable, foundation or other supporting structural materials or fixtures arranged, designed or used to hold, secure or support a sign, abandoned sign, or part thereof. `Temporary sign ". A sign that is constructed of lightweight or flimsy material, and is easily installed and removed using ordinary hand tools. Any sign that qualifies as a "structure" under the Building Code, and for which a building permit is required is not within this definition. "Visibility point". The viewing locations, at a height of six (6) feet, determined by extending the side yard setback lines of the property so as to intersect the curb line of the public street fronting the property, then measuring from the intersecting points along the curb line away from the property in each direction for a distance of one hundred (100) feet. If the street fronting the property is one -way, the visibility point in the direction from which traffic approaches the property shall be used to determine the visibility requirement. "Voting period" has the same meaning applied to the Texas Election Codei, as currently drafted or hereafter revised. 1 State Law Cross - reference - See Tex. Election Code §61.003 (b)(2). Page 7 of 39 "Wall sign ". Any sign, other than a wind device, wholly affixed to, supported by or painted upon the wall of any building and which is not a projecting sign. "Wind device sign ". A banner, pennant, streamer, inflatable balloon or similar device made of cloth, canvas, plastic, or other similar flexible material, with or without a frame or other supporting structure, and used as a sign. 33.4. Certain Prohibited Signs. It shall be unlawful for any person to erect, install, construct, display, maintain, reconstruct, place, locate, relocate, or make use of any of the following signs for advertising purposes: A. Signs on private property without consent of owner. Signs located on private property without the consent of the owner of the premises and /or the persons holding the present right of possession and control. B. Parking and maneuvering areas. Signs which are located in or interfere with the use of a required off- street parking space or maneuvering area. C. Unsafe signs. Signs which are or become deteriorated, dilapidated or in danger of falling or otherwise unsafe. D. Signs on public property. Any sign located on or attached to a public street light, utility pole, hydrant, bridge, traffic control device, street sign or other public structure or building, or any sign, located in, on, over, or within a public street, sidewalk, alley, easement or right -of -way. This prohibition shall not apply to projecting signs in central business districts as permitted by this chapter, markings made on public sidewalks as permitted by the Code of Ordinances or wind device signs placed over a public street by the City to advertise annual community events. (Signs placed by the city are not within the scope of this Chapter. Under the government speech doctrine, the city does not need to give itself permission to display its own message on its own sign located on its own property.) E. Code compliance. Signs which do not comply with any applicable provision of a building code, electrical code or other applicable code or ordinance of the City. Trees and shrubs. Signs located on trees and shrubs. G. Motion picture signs. Signs which employ a motion picture machine, or which display moving images, or images which give the impression of motion, including those using digital display. H. Signs obscuring or interfering with certain views. 1. Signs located or illuminated in such a manner as to obscure or otherwise interfere with the effectiveness of an official traffic sign, signal or device or so as to obstruct or interfere with the view of a driver of approaching, emerging or intersecting traffic or so as to prevent any traveler on any street from obtaining a Page 8 of 39 clear view of approaching vehicles for a distance of two hundred fifty (250) feet along the street; 2. A sign other than a traffic control sign or signal, in a triangle sight area at all intersections including that portion of public right -of -way and any corner lot within a triangle formed by a diagonal line extending through points on the two (2) property lines twenty -five (25) feet from the street corner intersection of the property lines or that point of the intersection of the property lines extended and intersecting the curblines. Certain illuminated signs. Signs, illuminated form within or without, and which a. Are illuminated in such a manner, to such intensity, or without proper shielding, so as to constitute a hazard to the operation of motor vehicles upon a public street or substantially interfere with the reasonable enjoyment of residential property; or b. Have any type of intermittent illumination, including flashing, fading, revolving or blinking lights, or any type of moving, traveling or changing message by means of illumination, excluding temporary holiday lights and lights used for time and temperature signs; or Billboards using digital display technology. J. Portable signs. Any portable sign which is not a properly registered nonconforming portable sign as provided for in this chapter. 33.5. Administration and Enforcement. The Director shall enforce and administer the provisions of this chapter. The Director or City Manager may delegate the duties and powers granted to and imposed upon the Director by this Chapter. 33.6. Appeal, Variances, and Special Exceptions. A. Compliance with state law. The Board of Adjustment is authorized to hear all appeals, variances, and special exceptions in accordance with powers, rules and procedures applicable as outlined in §35.3.6 of the Denton Development Code. B. Sign Variances 1. Any person requesting a variance from the provisions of the sign regulations shall submit an application on a form provided by the City, containing the information and plans requested in the application, along with the established filing fee. Page 9 of 39 2. The Board shall hear and act upon the variance request within a reasonable time, presumably within 45 days after the variance application is deemed complete. Nevertheless, this time period shall yield as necessary to assure compliance with notice, posting and quorum requirements of the Texas Open Meetings Act, with any delay beyond the presumptive 45 -day period timed to enable hearing and decision prior to adjournment of the next regularly scheduled Board meeting. Notice of the hearing shall be given in the same manner as other appeals to the Board. 3. The Board may grant a variance from a requirement of this Chapter if it finds all the following exist: a. Due to some unique condition or feature of the property which is not generally common to other properties, literal compliance with the sign regulation would cause unnecessary hardship; b. The granting of the variance will not violate the spirit or the intent of the ordinance; and C. The condition or feature, which creates the need for the variance, did not result from the property owners' acts. 4. The Board shall not grant a variance to any applicant solely for personal convenience, financial hardship, or other reasons unrelated to the property. If the Board grants a variance, the variance shall be granted only to the extent that is reasonably necessary to remedy the hardship. The Board may impose conditions relating to the use of the sign for which a variance is granted. 5. All decisions of the Board granting or refusing a variance shall be reduced to writing and signed by the chairperson. If a variance is denied, the decision shall state the conditions for the variance which were not met. If the Board grants a variance, the decision shall state that all conditions for a variance were met, specify the degree to which the regulations are being varied, and be signed by the members voting in favor of the variance. 6. No variance may be granted to authorize a sign type which is otherwise prohibited. C. Special Exceptions. The Board may grant a special exception from the regulations of this Chapter governing the setback or height of a sign, other than a portable sign, under the following circumstances: 1. Visibility obstructions. When fifty (50) percent or more of the effective area of sign to be located in accordance with the setback or height requirements of this article would not be visible from at least one "visibility point" because of an existing building, structure, or the natural ground. Page 10 of 39 2. Medical emergency signs. When a sign located on the property of an emergency medical treatment facility would not, because of the setback or height requirements of this article, be readily visible from adjacent public streets. For purposes of this provision, "Emergency Medical Treatment Facility" shall mean any hospital, clinic or other facility where medical aid is offered to a person or animal which suffers an injury or illness which requires immediate medical attention. D. In granting a special exception, the Board shall specify by written order the setback or the height that will be allowed, but in doing so shall not allow deviation from the provisions of this Chapter beyond what is minimally necessary to remedy the situation allowing for the special exception. 33.7. Historical Landmark Signs. The provisions of this Chapter shall not apply insofar as they conflict with any provision applicable to a sign designated by the City as a historical landmark. 33.9. Permits. 33.9.1. Required. A. It shall be unlawful for any person to place, locate, relocate, erect, construct, reconstruct, replace, renovate, repair, or alter any part of a sign, including the face or supporting structure or other integral part, or to thereafter make use of a sign for which a Permit is required herein, without having first secured a Sign Permit from the City, except as otherwise provided by this Chapter. The administering official or employee shall not issue a Permit for a sign that does not comply with the requirements of this Chapter. B. It shall be unlawful for any person to make use of a sign required to be licensed by the State Department of Highways and Public Transportation as required by Tex. Trans. Code §391.001 et seq., except in accordance with a valid Permit issued by the City. C. A simple change of sign copy, not involving a change to the physical structure of the sign, does not require a permit, so long as the change of copy does not violate any of the provisions of this Chapter; however, the sign owner or agent shall provide written notice of the change, along with photos of the existing sign, as well as dimensional drawings showing the proposed changes. 33.9.2. Application Procedure. The application for a Sign Permit shall be submitted on such forms as the Director may prescribe and shall be accompanied by such information, drawings and descriptive data as required by the Director to ensure proper regulation of the sign and to ensure compliance with this Chapter. A. Application for a Sign Permit. Any person seeking a sign permit for a sign shall submit to the Director a written application for such. The Director shall prepare a sign permit application form and provide it to any person on request, Page 11 of 39 along with such other materials and information as applicants need to submit for a permit. The same form may be used for both the application and the decision thereon. A single form may be used for multiple signs on the same site; however, the Director may make separate decisions as to each sign. A sign permit application is complete only when it is accompanied by the appropriate application fee, in an amount set by resolution of the City Council. In the case of after - the -fact permitting, the otherwise applicable fee shall be doubled. 1. Application Contents. The sign permit application form shall call for the following information, as applicable: Name, address and telephone number of the applicant and, if applicable, the name, address, and telephone number; when the applicant is not the holder of legal title to the property, consent to the installation of the sign by the person(s) or entities who hold legal title and the present right of possession and control of the property; when the sign is proposed to be installed by a sign contractor, the name, address, contact information, and the license number, if any, of the contractor; ii. As to the proposed location for the sign, two (2) sets of a fully dimensioned Site Plan (drawn to scale) indicating the street address, Assessor's Parcel Number, zone classification, all property lines, public and private street lines (including center lines), structures, easements, utility poles and wires, and the location and size (in square feet) of all existing and proposed signs; iii. As to existing signs already on parcel, information as to whether each is permitted or exempt from permitting; iv. Accurate and scaled building elevation showing existing and proposed building signs; including existing and proposed sign area of each individual sign and the combined area of all signs (including those already existing or previously permitted) in relation to the maximum allowed sign area; V. A statement as to whether the sign is intended to be used in whole or in part for off -site commercial messages, advertising for hire or general advertising; vi. A statement or graphical description as to whether the proposed sign, or any part of it, is proposed to utilize any of the following physical methods of message presentation: sound; odor, smoke, fumes or steam; rotating, moving or Page 12 of 39 animated elements; activation by wind or forced air; neon or other fluorescing gases; fluorescent or day -glow type colors; flashing or strobe lighting; light emitting diodes, liquid crystal displays or other video -like methods; digital display technology; use of live animals or living persons as part of the display; mannequins or statuary; vii. A statement as to whether the property or parcel on which the sign is proposed to be erected or displayed, or any currently existing sign thereon, is the subject of any outstanding notice of zoning violation or notice to correct, including whether any such deficiencies are to be remedied by the proposed application; viii. Photographs of the existing property, parcel and /or building on which the sign is proposed to be erected or displayed; ix. In the case of any proposed sign which is subject to a discretionary process, such as a variance or specialized sign district, all information required by such process(es); X. The Director is authorized to modify the list of information to be provided on a sign permit application; however, additions may be made only after thirty (30) days public notice. The Director is also authorized to request, require or accept application materials, in whole or in part, in electronic form, and to specify the acceptable computer formats for such submissions. B. Completeness Determination. As the first step in processing a sign permit application, the Director shall determine whether the application is complete. If the application is not complete, the applicant shall be so notified in person or in writing initially within 45 days of the date of receipt of the application; the notice of incompleteness shall state the points of deficiency and identify any additional information necessary. The applicant shall then have one opportunity, within 10 business days, to submit additional information to render the application complete; failure to do so within the 10 calendar day period shall render the application void. C. Standards on application. When any sign permit application is complete and fully complies with all applicable provisions of this Chapter, and all other applicable laws, rules and regulations, the permit shall be approved and issued within the required time. In the case of signs which are exempt from the sign permit requirement, there is a right to erect, display and maintain such signs as are authorized by this Chapter, subject to the applicable rules. Page 13 of 39 D. Disqualification. No sign permit application will be approved if: 1. The applicant has installed a sign in violation of the provisions of this Chapter and, at the time of submission of the application, each illegal or non - permitted sign has not been legalized, removed or a cure included in the application; 2. There is any other existing code violation located on the site of the proposed sign(s) (other than an illegal or nonconforming sign that is not owned or controlled by the applicant and is located at a different establishment) which has not been cured at the time of the application, unless the noncompliance is proposed to be cured as part of the application; 3. The sign application is substantially the same as an application previously denied, unless: (i) twelve (12) months have elapsed since the date of the last application, or (ii) new evidence or proof of changed conditions is furnished in the new application; 4. The applicant has not obtained any applicable required use permit or conditional use permit. However, applications for such permits may be processed simultaneously with a sign permit application. E Permits Issued in Error. Any approval or permit issued in error may be summarily revoked by the Director upon written notice to the permittee, stating the reason for the revocation. "Issued in error" means that the permit should not have been issued in the first place and includes but is not limited to omissions, errors or misrepresentations in the application materials, and oversights or errors in the processing thereof. F. Denial. When a sign permit application is denied, the denial shall be in writing and sent or delivered to the address shown on the applicant's application form, and shall specifically state the grounds for denial. G. Timely Decision. At each level of review or appeal, the decision on a sign permit application shall be rendered in writing within the time limits for other building permits under State law.2 The time period begins running when an appeal, challenge or objection is received, the application is complete (or is deemed complete because no notice of incompleteness has been given), an amendment is received, or the notice of appeal has been filed, whichever applies. The timely decision requirement may be waived by the applicant or appellant. If a decision is not rendered within the required time, then the application or appeal 2 State Law Cross - Reference. See, Tex. Loc. Gov't Code §214.904. Page 14 of 39 shall be deemed denied; in the case of an appeal, the lower level decision shall be deemed affirmed. H. During the pendency of review or appeal, the status quo of the subject sign(s) shall be maintained. This does not apply whenever a sign, by virtue of its physical condition, constitutes an immediate threat to public safety. 33.9.3. Fees. If the plans and specifications for a sign set forth in any application for a Permit required under this division conform to all of the requirements of this Chapter and any other ordinance applicable thereto, the Director shall, upon payment of the applicable Permit fee, issue the appropriate Permit. Permit fees shall be established by the City Council. 33.9.4. Duration. A. Ground or attached signs. Except as otherwise provided in this Chapter, a Permit issued for a ground or attached sign shall terminate if the sign is not thereafter installed within one hundred eighty (180) days after issuance. B. Signs licensed by the State. A Sign Permit issued by the City for a sign required to be licensed by the State Department of Highways and Public Transportation under Tex. Trans. Code §391.001 et seq., as amended, shall be valid for the location designated on the application for one (1) year from issuance of the Permit so long as the sign is erected and legally maintained. If the state acquires the sign, or the sign is removed for any reason, the City Permit shall automatically terminate. C. Wind device signs. A Permit for wind device signs shall be valid for thirty (30) consecutive days. A Permit shall not be issued for a location unless a period of thirty (30) days has elapsed since the expiration of a previous Permit. The Permit shall apply to one designated location and authorize the display of one or more wind device signs at that location for the allowed time. No more than three (3) permits may be issued for any one location in any one calendar year. 33.9.5. Revocation; Appeals. A Sign Permit may be revoked for a violation of any provision of this Chapter or for failure to adhere to all terms and conditions of the permit or other applicable law. The Permit holder may appeal the revocation to the Board of Adjustments. If the State Department of Highways and Public Transportation revokes the license of an owner of a sign for which the City has issued a Permit, the Sign Permit for the sign shall terminate when the state license revocation becomes final. 33.9.6. Transfer of state outdoor advertising sign permits. Sign permits initially issued by the State Department of Highways and Public Transportation and now issued by the City for signs licensed by the state under Tex. Trans. Code §391.001 et seq., may be transferred to another party if the proper City application and fee is filed with the City. Page 15 of 39 33.10. Nonconforming Signs. 33.10.1. Definition. A sign, including its supporting structure, shall be considered nonconforming when it does not conform to all or part of the provisions of this Chapter applicable thereto, is not a temporary sign and: A. Was in existence and lawfully located and used on March 17, 1993; B. Was in existence and lawfully located and used in accordance with the provisions of any prior sign ordinance applicable thereto or which was considered legally nonconforming thereunder and has since been in continuous or regular use; or C. Was in existence, located and used on the premises at the time it was annexed to the City and has since been in regular and continuous use. D. Was in existence and lawfully located and used as an off - premises ground sign pursuant to Section 33.14.2 on November 5, 1997. 33.10.2. Applicability. The provisions of this Chapter defining and regulating nonconforming signs shall control over any other conflicting provision of this Chapter. 33.10.3. Registration of nonconforming portable signs and billboards. On or after June 1, 1989, it shall be unlawful for any person to maintain any portable sign within the corporate limits, and on or after March 1, 1998, it shall be unlawful for any person to maintain any billboard on any premises within the corporate limits and both portable and billboard signs within the extraterritorial jurisdiction of the City of Denton without having a valid registration tag affixed thereto as required in this section as follows: A. Application. To register a nonconforming portable or off- premises (billboard) sign, application shall be made to the Director on forms provided for that purpose. The application shall be accompanied by the payment of the applicable fee and shall contain the name and address of the owner of the sign, photographs of the existing property, parcel and /or building on which the sign is erected or displayed the exact location of the sign, and the date of placement. B. Issuance of registration tag. If the Director determines that the portable sign or billboard is a lawfully nonconforming sign, he /she shall issue a registration tag to the applicant. The owner of the sign shall cause the tag to be affixed in a conspicuous place on the corresponding registered sign. C. Removed or destroyed signs. Any owner who removes or causes the removal of any validly registered nonconforming portable sign or billboard from any premises shall, within five (5) business days of its removal, report the removal to the Director. D. Invalidation of registration. The Director shall invalidate any registration tag for a nonconforming portable or billboard sign when: Page 16 of 39 1. It is removed or relocated from the premises for any reason; 2. It has been damaged or destroyed so as to lose its nonconforming sign status as provided in this Chapter, unless the damage or destruction was caused by the intentional vandalism of a third party; 3. It has become an abandoned sign. 33.10.4. Presumption. Any sign which does not conform to the regulations of this Chapter and is not properly registered as a legally nonconforming sign as provided for in this Chapter shall be presumed not to be a legally nonconforming sign; provided, however, that the owner of any sign that is determined not to comply with the provisions of this Chapter may, at any time, present evidence to the Director that the sign is a legally nonconforming sign, and the Director shall, if satisfied that the sign is a legally nonconforming sign based on the evidence presented, allow the sign to be registered as a legally nonconforming sign. 33.10.5. Destruction; Repair. A. Any nonconforming portable, attached, or ground sign, including its supporting structure which is blown down, damaged, dilapidated or deteriorated, or otherwise destroyed or dismantled for any purpose other than maintenance operations or for changing the letters, symbols, or other matter on the sign, shall not be replaced, repaired, or renovated, in whole or in part, if the cost of such replacement, repair or renovation is in excess of sixty (60) percent of the cost of erecting a new sign of the same type at the same location, including its supporting structure, unless such alteration or repair makes the sign conforming. No person shall repair, renovate, or alter a nonconforming sign without first receiving a Sign Permit. B. The Director may, whenever he deems necessary to reasonably determine the applicability of subsection (A) of this section, require the owner of the nonconforming sign to submit two (2) or more independent estimates from established sign companies of the cost of replacing, repairing or renovating, in whole or in part, the existing nonconforming sign and two (2) or more independent estimates from established sign companies of the reproduction cost of erecting a new sign of the same type at the same location, including its supporting structure. C. The estimate required by Subsection (B) shall be based on the costs for new materials for both the sign to be repaired and the new sign. Also, the estimate shall reflect the reasonable and customary costs in the industry for (1) the delivery of materials and equipment to the location of the sign and (2) the cost of labor for each phase of sign construction. D. No sign or supporting structure which is lawfully reproduced, repaired or renovated as a nonconforming sign shall be increased in effective area or height. Page 17 of 39 33.10.7. Signs located on nonconforming premises. Where, on the effective date of the ordinance from which this Chapter is derived, a sign is located on a premises which is a legally nonconforming use of the premises and such sign is used in regard to the premises, the sign may be used and maintained on the premises, even though it would not be a permitted use, so long as such premises is continually used as a lawful nonconforming use. 33.11. Removal of Unlawful Signs 33.11.1. Notice and Order. Any sign, abandoned sign, supporting structure or abandoned supporting structure which is erected, placed, relocated, constructed, reconstructed, altered, displayed, maintained, installed, modified or used in violation of this Chapter may be removed by the Director as provided in this article. The Director shall deliver or send a written notice and order to the owner of an unlawful sign or the owner of the premises where the unlawful sign is located. A notice and order sent or delivered to the person listed by the City tax office or county appraisal district as the owner of the premises where the unlawful sign is located shall be presumed to be sufficient. The notice and order shall: A. Describe the nature of the violation, with specific citation to relevant law; B. Order the correction of the violation within a time specified, which shall not be less than five (5) business days of the delivery or mailing of the notice; and C. Give notice that the Director may remove and impound the unlawful sign at the owner's expense if the violation is not corrected within the time specified. 33.11.2. Removal; Appeals. If the person ordered to correct a violation fails to do so within the time specified, the Director may remove or cause the removal of the unlawful sign. Any person aggrieved by the order may file an appeal with the Board of Adjustment, in which case the sign may remain in place until the Board of Adjustment reaches its decision, unless the sign presents a threat to public safety by virtue of its physical condition. 33.11.3. Impoundment; Redemption; Disposal A. Any sign which is removed by the Director pursuant to this Chapter shall be impounded and transported to and stored by the Director at a location designated for such purpose. Records shall be kept of the storage location for such signs. The Director shall send a letter to the owner of such sign, if known, or, if not known, to the owner or person in control of the premises where such sign was located, giving notice of such impoundment. B. The Director shall hold the sign in storage for at least thirty (30) days after notice of impoundment has been mailed. Any portable sign may be redeemed by the owner upon the payment of a fee to the City for hauling the sign to storage, plus a per -day storage fee. Any nonportable sign may be redeemed by the owner upon payment of the cost of removal of and hauling the sign to storage, as Page 18 of 39 determined by the Director, plus a per -day storage fee. Such fees shall be established by the City Council. C. Any sign not reclaimed by the owner thereof within thirty (30) days of the mailing of the notice of impoundment may be disposed of in accordance with applicable law. 33.11.4. Recovery of Costs. If, upon disposal of an unredeemed nonportable sign, the Director has not received an amount sufficient to cover the cost of removal and hauling of such removed sign, the Director shall send notice to the owner of the premises where such sign was located, stating payment of the removal and hauling costs, less any amount received in disposal of such sign. Any such costs remaining unpaid after thirty (30) days from the date of mailing of notice shall become delinquent and shall bear interest at ten (10) percent per annum. The Director may cause such unpaid and delinquent amount to be assessed against the premises where such removed sign was located by filing and perfecting a lien against the premises. The cost levied against the premises shall include an administration fee established by the City Council. 33.11.5. Appeal. Any person may contest the reasonableness of the cost of removal of a sign imposed hereunder by filing an appeal with the Board of Adjustment within twenty (20) days of the mailing of the notice of the costs. The Board may uphold the cost imposed by the Director or impose and levy whatever cost is considers reasonable. Storage costs shall not be appealable. 33.11.6. Summary removal of hazardous signs. Notwithstanding any other provision of this Chapter, the Director may summarily remove any unlawful sign which, because of its location or condition, clearly constitutes an immediate hazard or danger to the public. Prior to removing the sign, the Director shall make a reasonable attempt to locate the owner of the hazardous sign or person responsible for its display, placement or maintenance to give written notice of the violation, the action necessary to correct the violation and time period in which the correction must be made. The notice shall be delivered to the owner of the sign, the owner of the premises or the person responsible for the sign's display, placement or maintenance, if located; otherwise, the notice shall be affixed to the sign or other prominent place on the premises likely to come to the attention of the owner of the sign or premises. Thereafter, the Director may remove the sign if no corrective action is taken in the time specified. 33.11.7. Certificate of Occupancy. The Director shall not issue a Certificate of Occupancy for any premises on which a sign or supporting structure does not meet the requirements of this Chapter. 33.12. Technical Requirements. 33.12.1. Manner of Measurement. The measurements required for signs by this Chapter shall be made using the following procedures: A. Setback. To apply the setback provisions of this Chapter for signs at any one point, the following measuring procedure shall be used: Page 19 of 39 1. Draw an imaginary vertical line extending upward from the curbline of the premises; 2. Beginning at any point on the vertical line, draw an imaginary horizontal line perpendicular to the vertical line and curbline extending toward the premises; 3. Beginning at the point where the vertical line intersects the horizontal line, measure along the horizontal line for the required setback. B. Height. The maximum height of a ground sign shall be determined by the method of measurement that allows the greater height, as follows: 1. Curbline measurement. Measure along a vertical line extended upward from the nearest curb line of the public street fronting the premises where the sign is to be located, to the maximum height allowed for the sign. From that point, extend a horizontal line to where the sign is to be located. The horizontal line is the maximum height allowed at that location. 2. IH -35 measurement. Along IH -35, the height may be measured from the principal lanes, the frontage road, or the ground, whichever allows the greater height. 3. Natural ground level measurement. At the highest point of the sign, draw a horizontal line to the outer extremities of the sign. At the center of the horizontal line, draw a vertical line to the natural the ground level below. (The "natural ground level" shall include any changes in topography necessary for development of the property). The vertical line may not exceed height allowed for the sign at that location. C. Effective area means the area enclosed by the smallest imaginary regular shape (e.g., parallelogram, triangle, circle, trapezoid) or combination of regular shapes that will encompass the extreme limits of the writing, representation, emblem, or other display, together with any material or color forming as integral part of the display or used to differentiate the sign from the backdrop or structure against which it is placed. Effective area includes such features as decorative or ornamental elements or features, borders, trims, but not including any supporting structure which is used solely for support of the sign, such as poles, columns and cable, or decorative fence, screening device or wall. 1. Sign copy mounted or painted on a background panel or area distinctively painted, textured or constructed as a background for the sign copy, shall be measured as the area contained within the outside dimensions of the background panel or surface. Page 20 of 39 DONNA'S � SIGNS � 2. Sign copy mounted as individual letters and /or graphics against a wall, fence, screening device, awning or fascia of a building or other structure that has not been painted, textured or otherwise altered to provide a distinctive background of the sign copy, shall be measured as the area enclosed by the smallest regular shape or combination of shapes that will enclose all sign copy. rr 1 x 3. Where there are a number of sign faces or more than one sign on a supporting structure. One (1) —Area of the single face only. Two (2) —If the interior angle between the two (2) faces is forty -five (45) degrees or less, the area will be the area of one (1) face only; if the angle between the two (2) sign faces is greater than forty -five (45) degrees, the sign area will be the sum of the areas of the two (2) faces. Three (3) or more sides —The sign area will be the sum of the areas of each of the faces. 4. All signs on a single supporting structure shall be measured together as though they were one (1) sign to determine the total effective area, except that signs separated by more than thirty -six (36) inches of air Page 21 of 39 space at every point between the signs shall be measured separately and added together to determine the total effective area. 5. Spherical, free -form, sculptural, other non - planar signs —The area enclosed by the smallest imaginary regular shape or combination of shapes which would fully contain all portions of the sign when rotated horizontally around the sign. 33.12.2. Abandoned signs and supporting structures. The owner of any premise on which there is displayed or maintained an abandoned sign or abandoned supporting structure shall comply with the following requirements: A. If it is an abandoned portable sign, remove or cease displaying the sign within thirty (30) days of the date it becomes abandoned. B. If it is a ground sign that does not meet the size, height, setback and other requirements of this Chapter and is abandoned on or before March 17, 1993, the owner shall cease displaying the abandoned sign, remove the sign, modify or relocate the sign, or put a blank face or other bona fide message on the sign by June 17, 1993 as is necessary to comply with the requirements of this Chapter. C. If the ground sign does not meet the requirements of this Chapter and is abandoned after March 17, 1993, the owner shall cease displaying the sign, remove the sign, modify or relocate the sign, or put a blank face or other bona fide message on the sign within ninety (90) days of the date is becomes abandoned, as necessary to comply with the requirements of this Chapter. D. If a supporting structure used or designed to be used with a ground sign is abandoned on or before March 17, 1993, and the abandoned supporting structure does not comply with the size, height, and setback, or other requirements applicable to ground signs, the owner of the premises shall cease displaying the supporting structure, or remove, modify or relocate the structure, or put a blank face on a sign with a bona fide message on the supporting structure by June 17, 1993 as necessary to comply with this Chapter. If a supporting structure that does not meet the requirements applicable to ground signs is abandoned after March 17, 1993, the owner shall cease displaying the supporting structure or abandoned Page 22 of 39 supporting structure; 1) remove 2) modify 3) relocate the structure and put a blank face or bona fide sign on the supporting structure within ninety (90) days of the date the supporting structure becomes abandoned as necessary to comply with those requirements. In determining whether the supporting structure complies with the size requirements applicable to ground signs, the effective area of the can frame, or similar part of the supporting structure that holds or to which the sign is attached shall be measured in the manner applicable to signs, except that all air spaces shall be counted. E. If an abandoned supporting structure does not have a can, dame, or similar part of the supporting structure that would hold the sign or to which the sign would be attached, and such a part or face or sign is placed on the supporting structure, the effective area of the sign or blank face placed on the supporting structure shall not exceed the requirements of this Chapter. F. No abandoned sign or supporting structure which is altered under the provisions of this section shall be made more non - conforming. G. Altering, putting a blank face, or putting a sign on an abandoned supporting structure which is abandoned after March 17, 1993, and which would be non - conforming, and the cost of which exceeds sixty (60) percent of the reproduction cost of the existing abandoned sign or supporting structure shall not be permitted unless in accordance with Section 33.10.5.A. H. Any abandoned sign or abandoned supporting structure displayed or maintained, or not removed, modified, or relocated in accordance with this Chapter by the owner shall constitute a violation of this ordinance, and be considered an unlawful sign and may be removed by the City in accordance with the provisions applicable to the removal of unlawful signs or the owner may be prosecuted as provided under City ordinances or be enjoined from continuing such violation. I. As used in this section, abandoned supporting structure means the poles, beams, cables, or other materials that are used or once were used to support an abandoned sign or signs. J. If a ground or attached sign that conforms to the regulations of this Chapter is abandoned, the owner shall cease displaying the sign and supporting structure or remove same so as not to be visible from any public right -of -way, or paint out or cover the message portion of the sign, or put a blank face on the sign in accordance with this Chapter, or place a bona fide message on the message portion so as to leave the message portion and supporting structure neat and unobtrusive in appearance, within ninety (90) days of the date it becomes abandoned. Page 23 of 39 33.12.3. Sign face standards. A. Standards. The following shall be required for the use, display, maintenance, or permitting of an alteration of any abandoned sign or supporting structure regardless of when the sign was abandoned: 1. Like material. Only the same or like quality material as that being replaced or that was last installed and used as a face on or in the abandoned sign or supporting structure may be allowed as the sign face, or that part of the structure that carries the sign message or that is blanked. The face of the supporting structure must be one which the supporting structure is designed to support. Painting over a face is allowed to blank the sign face. Examples: Plastic face replaces plastic face, metal replaces metal, wood replaces wood face, etc. 2. Sign copy to be unseen on blank faces. Routed, embossed, or raised messages or sign copy must not be able to be seen, if the face or message is blanked. Color of blank faces. Blank faces must be of one (1) color. 4. Covered messages. a. Painting. Abandoned signs may be painted in order to "blank" the face. However, the paint must completely cover the sign face or message portion of the structure. The covered, painted over message must not show through the paint. b. Abandoned sign. Covered sign faces must be of a material or substance which renders the resulting sign face completely blank, opaque, and resistant to deterioration. Bleeding or showing through of a covered message or blanked face shall constitute the displaying or maintenance of an abandoned sign in violation of this Chapter. 5. Unlawful to cover sign. No person shall cover signs with bags or tarps of any material. 6. Issuance of Permit. No Permit shall be issued for which a dilapidated or deteriorated condition, unless the Permit specifically requires repair and conformance with this Chapter. B. Permit Required. Prior to any alteration or restoration of an abandoned sign or supporting structure, a Permit for such shall be required in accordance with the provisions of this Chapter. Page 24 of 39 33.12.4. Sign Maintenance. It shall be unlawful for any person to display, erect, locate, relocate, or keep any dilapidated or deteriorated sign, or for which a permit is required but has not been obtained. 33.12.5. Wind loads. All ground, projecting, and roof signs shall be designed and installed to withstand a wind pressure of not less than twenty (20) pounds per square foot of area and shall be constructed to receive dead loads as required by the Building Code. 33.12.6. Use of right -of -way. No person shall cross or park a vehicle on a state or city right -of -way for the purpose of maintaining a sign adjacent to the right -of -way. 33.12.7. Inflatable devices. The following regulations shall apply to any balloon or other type of inflatable wind device used as a sign: A. It shall be securely anchored at all times. B. It shall not extend to a height greater than thirty (30) feet above ground level unless it is attached to the roof of a building, in which case it shall not extend more than ten (10) feet above the highest part of the roof. C. It shall not be allowed to extend over any public street or right -of -way or over any other property not under the control of the permittee. 33.12.8. Clearance from electrical lines. All signs shall comply with the provisions of the latest edition of the National Electric Safety Code. 33.13. Portable Signs 33.13.1. Prohibited. It shall be unlawful for any person to display, maintain, erect, place or relocate any portable sign on any premises within the corporate limits and the extraterritorial jurisdiction of the City of Denton that is not a registered portable sign. No new sign permits shall be issued for portable signs within the corporate limits and the extraterritorial jurisdiction of the City of Denton from and after November 5, 1997. 33.13.2. Lawful nonconformity. Any portable sign lawfully existing upon any premises before February 21, 1989, in accordance with the provisions of any prior ordinance, shall be allowed to remain on that premises as a nonconforming portable sign, if properly registered and continuously maintained in accordance with the provisions of this Chapter. 33.13.3. Lawful nonconformity from November 5, 1997. Any portable sign lawfully existing upon any premises within the City's extraterritorial jurisdiction before November 5, 1997, and any off- premises (billboard) sign lawfully existing upon any premises within the corporate limits and extraterritorial jurisdiction of the City of Denton before November 5, 1997, in accordance with the provisions of any prior ordinance, shall be allowed to remain on that premises as a nonconforming portable sign, if properly registered and continuously maintained in accordance with the provisions of this Chapter. Page 25 of 39 33.13.4. Maintenance of nonconforming signs. A nonconforming portable sign which is properly registered in accordance with this Chapter, shall not: A. Be moved to another premises so as to be visible from any public street; B. If removed from any premises for any reason, be placed on the same premises so as to be visible from any public street. 33.13.5. Anchoring. All lawful nonconforming portable signs shall at all times be securely anchored so as to prevent overturning or unsafe movement, the sufficiency of such anchorage to be determined by the Director. 33.14. Regulation of Signs by Zoning Districts. 33.14.1. Residential Districts. The following regulations shall apply to RD -5, NR -1, NR- 2, NR -3, NR -4, NR -6, NR -12, DR -1, and DR -2 zoning districts, as shown on the official zoning district map of the City: A. Permitted and prohibited type. Ground, wall, wind device and temporary signs are permitted in residential districts. Roof, projecting and billboard signs are prohibited in residential districts. B. Effective area and height. No ground sign shall have an effective copy display area greater than fifty (50) square feet or a greater height than six (6) feet. C. Setbacks. All ground signs shall maintain a minimum setback of ten (10) feet from the curbline and any side or rear yard property line, except that any ground sign may make use of a supporting structure for a ground sign that was lawfully erected on or before February 21, 1989, without regard to the side or rear yard setbacks specified in this subsection, if the sign so placed would not violate any other provision of this Chapter. (See Illustration 14a, attached to the ordinance from which this section is derived and on file with with the Planning and Zoning Department.) D. Number of ground signs. Only one (1) ground sign which is not a temporary sign, shall be located on any one premises, except as follows: 1. Any premises having frontage on more than one (1) freeway, arterial or collector street may locate one (1) on- premise ground sign in the defined front yard of each street, provided that neither sign is located within that area that includes the overlapping front yards of both streets. 2. Any premises which has more than five hundred (500) feet of public street frontage on a freeway, arterial, or collector street may make use of one (1) additional sign for each five hundred (500) feet of additional frontage on that street, or fraction thereof, if each additional sign permitted is located more than sixty (60) feet from another permitted ground sign on the same premise. The distance between the signs shall be Page 26 of 39 measured along the curbline, from and between the two (2) points on the curbline which are nearest the two (2) signs. Temporary Signs. See Section 33.16. E. Illuminated sign setback. Any ground sign over ten (10) feet in height and any wall sign over fifteen (15) feet in height shall maintain the following setback from any property used for a single - family residence or property zoned for single - family if the sign would be visible from such property: Ground or Attached Sign Setback Non - illuminated 100 feet Internally Illuminated 200 feet Externally Illuminated 500 feet The setback shall be measured in a straight line from the district boundary line or residential property line to the nearest portion of the sign or its supporting structure. A sign shall be considered visible from a residential property or district if the sign can be seen from six (6) feet above ground level from any point on the property or within the district. The setback shall not apply between a sign and a single - family residence located on the same premise. 33.14.2. Nonresidential districts. The following regulations shall apply to signs in any zoning district not designated in Section 33.14.1: A. Type. Ground, wall, roof, temporary, wind device and projecting signs are allowed, subject to a sign permit, in nonresidential districts. B. Effective area and height. 1. Ground signs shall have a maximum effective area and maximum height based on the street frontage of the property where located, as follows: Street Frontage Maximum Effective Area Maximum Height Monument Sign Effective Area IH 35N, 35E, or 35W 250 sq. ft. 40 ft. 300 sq. ft. Loop 288 150 sq. ft. 30 ft. 200 sq. ft. Other primary arterials 60 sq. ft. 20 ft.* N/A All Other Streets 60 sq. ft. 6 ft. N/A *Except for the Central Business districts. Page 27 of 39 2. Any premises may make use of one (1) on- premises ground sign of a maximum height of fifteen (15) feet and an effective area of one hundred twenty (120) square feet, in lieu of any two (2) permitted ground signs. 3. For any premises which has frontage on a primary arterial street and has more than one (1) tenant or occupant in separate offices, rooms, or buildings, the effective area of one (1) ground sign, if used to advertise more than one (1) tenant or occupant, may be increased above sixty (60) square feet by one -half (0.5) square foot for each foot of frontage on the primary arterial, but not in excess of one hundred fifty (150) square feet. C. Setbacks. Ground and projecting signs shall maintain a minimum setback of twenty (20) feet from the curbline of any public street and a minimum setback of ten (10) feet from any side or rear yard property line, except as follows: 1. A ground sign may make use of a supporting structure for a ground sign that was lawfully erected on or before February 21, 1989, without regard to the side and rear yard setbacks specified herein, if the sign so placed would not violate any other provision of this Chapter. 2. On properties fronting primary arterials, the minimum setback of twenty (20) feet for ground signs may be reduced up to a minimum of fifteen (15) feet from any curbline, if the height of the sign is no higher than the setback (i.e., setback = eighteen (18) feet, height = eighteen (18) feet or less). D. Number. Only one (1) on- premise ground sign which is not a temporary sign shall be located on any one premise, except as follows: 1. Any premise which has street frontage on more than one (1) freeway, arterial or collector street, may locate one (1) on- premise ground sign in the defined front yard of each arterial or collector street, provided that neither sign is located within that area that includes the overlapping front yards of both streets. 2. Any premise which has more than five hundred (500) feet of street frontage on a freeway, arterial or collector street may make use of one (1) additional on- premise ground sign for each additional five hundred (500) feet of frontage, or fraction thereof, if each additional sign permitted is located more than sixty (60) feet from another permitted ground sign on the same premise. The distance between the signs shall be measured along the curbline, from and between the two (2) points on the curbline which are nearest the two (2) signs. E. Spacing Requirements. 1. Off Premises Signs. No off - premises ground sign shall be located within one thousand five hundred (1,500) feet of another off premises Page 28 of 39 ground sign on the same side of a public street. The measurement shall be between the two (2) points on the curblines which are closest to the respective signs, along and parallel to the curbline and across any intervening street intersections. 2. Signs and Residential structures. Any ground, roof, or projecting sign over ten (10) feet in height and any wall sign over fifteen (15) feet in height, shall maintain the following setback from any single - family zoning district or property used for a single - family residence if the sign would be visible from that district or property: Ground or Attached Sign Setback Non - illuminated 100 feet Internally Illuminated 200 feet Externally Illuminated 500 feet The setback shall be measured in a straight line from the district boundary line or residential property line to the nearest portion of the sign or its supporting structure. A sign shall be considered visible from a residential property or district if the sign can be seen from six (6) feet above ground level from any point on the property or within the district. The setback shall not apply between a sign and a single - family residence located on the same premise. 33.14.3. Planned development districts. A. The regulations for signs located in planned development zoning districts shall be contained in the ordinance or concept or detailed plan approved for the district, except that no billboards shall be permitted. Should the regulations for signs be omitted from an ordinance or concept or detailed plan for the district, the sign regulations that, would be applicable to the most restrictive comparable zoning district classification, based upon the land uses permitted therein, as determined by the Director, shall be applied to the district or part thereof for which the regulations were omitted. B. Deviations from the standards in this Chapter may be considered if the continuous street frontage in the planned development district is less than that required for consideration of approval of a Special Sign District. C. Deviations from the standards in this Chapter may be approved as long as the deviations equally meet the objectives of this Chapter, such deviations are necessitated by the design of the development within the planned development district, and such deviations are found to meet the criteria as that for creation of a Special Sign District pursuant to Section 33.17. D. Approval of deviations from general sign standards shall be supported by written findings approved either by the City Council, or by the Planning and Page 29 of 39 Zoning Commission, in those circumstances where the Planning and Zoning Commission is authorized to approve a detailed plan. 33.14.4. Central business districts. The following regulations shall apply to signs in the Central Business District: A. Type. Ground, wall, roof, temporary, wind device, and projecting signs are permitted in central business districts. B. Effective area and height. No ground or roof sign shall have an effective area greater than sixty (60) feet, and no ground sign shall have a height greater than six (6) feet. C. Right -of -way limitation on projecting signs. No projecting sign shall project or extend into the public right -of -way for a distance of more than ten (10) feet or within two (2) feet of the nearest curbline, whichever is more restrictive. No projecting sign, supporting structure or part thereof which extends into the public right -of -way shall occupy any of the space between the ground level and eight (8) feet above the ground level in the right -of -way. D. Establishments with a main customer entrance directly facing a public street or sidewalk may place an A -dame type sign on the public sidewalk immediately adjacent to such public entrance, during the times when the establishment is open to the public, subject to: 1. Maximum sign height shall be three (3) feet 2. Maximum sign width shall be two (2) feet and signs shall not be placed in front of adjoining property and no portion of the sign shall extend more than three (3) feet from the building face. 3. Signs must be properly anchored (temporarily) or weighted against the wind. 4. A minimum clear sidewalk width of forty -eight (48) inches shall be maintained. 5. Chalkboards may be used for daily changing messages and no changeable letter on tracks may be used. 6. Signs shall be designed and constructed so as to promote and not visually obscure the significant architectural features of the National Register District and its buildings. 7. Signs must be removed after business hours 8. No other portable signs are permitted. Page 30 of 39 9. Permits fees for applications, renewals, alterations, and variances shall be set by City Council as for other signs in this chapter. Applications for sandwich board or "A" frame signs must be approved by the City of Denton Historic Preservation Officer before the issuance of a Permit and all applications must be submitted for Officer approval at least fourteen (14) days prior to installation. 10. Permits for sidewalk or "A" frame signs shall be valid for the location designated on the application for one (1) year. Permits may be transferred to another owner after payment of a transfer fee set by City Council. Permits may/ shall require that the establishment provide proof of comprehensive general liability insurance, including coverage for personal injury (including death), property damage, and advertising injury (defamation, false light, invasion of privacy) with coverage as separately provided by ordinance. Such insurance must name the City as an additional insured and remain in force at all times that the establishment places an A -frame on a public sidewalk. Further, the insurance must provide at least thirty day notice to the City of cancellation or expiration. 11. Any variance to the requirements for sandwich board or "A" frame signs will be handled the same as any other sign variance. The Board of Adjustment in considering any variance request regarding sandwich board or "A" frame signs shall consider any recommendation made by the Historic Landmark Commission regarding the application. 33.15. Attached Signs. 33.15.1. Scope. In addition to any other applicable regulations, the regulations in this section for attached signs shall apply to the type of sign specified in all zoning districts. 33.15.2. Roof signs; Projection. Roof signs and their supporting structures shall not extend laterally beyond the exterior walls of the building and shall have a maximum height and effective area as follows: Number of Stories Maximum Height Maximum Effective Area 1 55% of bldg. height 60 sq. ft. 2 36% 75 sq. ft. 3 to 5 30% 6 to 9 25% 10 to 15 23% 16 or more 40 feet *For each story above two (2) stories, the effective area of the sign may be increased by fifteen (15) square feet per story, to a maximum of two hundred fifty (250) square feet. 33.15.3. Projecting signs. A. Construction. All projecting signs shall be securely attached to the building or structure. Page 31 of 39 B. Projection beyond roof. A projecting sign shall not extend upward to a height greater than the highest part of the roof or any exterior wall, whichever is higher. C. Size. The total square footage of all projecting signs shall not exceed twenty (20) percent of the wall area to which such signs are located. 33.15.4. Signs on common buildings. When one or more attached signs are located on a building which is divided and contains more than one (1) business or use, the regulation of such attached signs as to size and projection shall apply separately to the part of the exterior walls which contain that business or use. 33.16. Temporary Signs. 33.16.1. Temporary Signs. A temporary sign shall be considered a ground sign and shall be permitted only according to the standards for ground signs except that a temporary sign not larger than thirty -two (32) square feet in effective area need not obtain a sign permit if: A. The supporting structure of this sign is not larger than one in which two (2) perimeter dimensions are greater than four (4) inches or one in which the diameter is not greater than four (4) inches; B. No more than one (1) off- premises sign advertising the sale or lease of one (1) piece of real property or one (1) real estate subdivision or development sign is placed on any one premises; C. No temporary sign shall be located within any public street median or within ten (10) feet of any curbline; and D. The temporary sign shall be removed or cease to be displayed within five , - Deleted: ten (to) days_ after_ the event being_ communicated or advertised on the sign_has_, -..- comment [coon: To promote consistency with ---------- ---------------- - - - - -- occurred. other Code provisions. 33.16.2. Wind device signs. A. Wind device identification tag. The Director or designee shall issue a registration tag to the wind device permittee. The wind device permittee shall cause the tag to be affixed in a conspicuous place on the permitted wind device. B. No Permit shall be required to display one or more flags on any one premises. 33.16.3 Limitations upon regulations applicable to signs with political content. The following limitations are imposed upon the enforcement of these regulations with respect to signs in the following contexts only, as provided by State law. Page 32 of 39 A. Private Real Property with property owner's consent.' 1. These regulations of this Chapter shall not prohibit, or impose a fee or permit approval requirement upon, the placement of a sign containing primarily a political message on private real property, provided that: a. the owner of the property consents, b. the effective area of the sign is no more than 36 square feet, C. the sign is no more than eight feet high, d. the sign is not illuminated, e. the sign has no moving elements, f. the sign is not located on real property subject to an easement or other encumbrance that allows the City to use the property for a public purpose, and a. the political message is not a temporary display upon a sign, including a billboard, that is generally available for rent or purchase to carry commercial advertising or other messages that are not primarily political. B. Political Signs at public polling places during Early Voting Periods and Election Periods. 1. During Early Voting Periods recognized under the Texas Election Code, the regulations of this Chapter shall not act to prohibit the location or display of one or more Political Signs on the premises of any public building used as an early voting location, provided that: a. No Political Signs may be located or displayed within 100 feet of any outside door, through which a voter may enter the building or structure in which the early voting place is located. Nothing herein shall deemed to authorize electioneering of any sort, in a manner contrary to State law. ' State Law Cross - Reference. Tex. Loc. Gov't Code $216.903 4 State Law Cross - Reference — See, Tex. Election Code &85.036. 5 State Law Cross - Reference — See, Tex. Election Code &61.003. Page 33 of 39 b. No Political Signs may be located or displayed upon real property subject to an easement or other encumbrance that allows the City to use the property for a public purpose; C. No Political Signs may have an effective area greater than 36 square feet, d. No Political Signs may be more than eight feet high, e. No Political Signs may be illuminated, have moving elements, or otherwise have characteristics prohibited by §33.4; and f. This section does not authorize the location of Political Signs whose political message is a temporary display upon a permanent sign, including a billboard, that is eg nerally available for rent or purchase to carry commercial advertising or other messages that are not primarily political. 2. During Election Periods recognized under the Texas Election Code, these regulations shall not act to prohibit the location or display of one or more Political Signs on the premises of any public building used as polling place, provided that: a. No Political Signs may be located or displayed within 100 feet of any outside door, through which a voter may enter the building or structure in which the polling place is located. Nothing herein shall deemed to authorize electioneering of any sort, in a manner contrary to State law. b. No Political Signs may be located or displayed upon real property subject to an easement or other encumbrance that allows the City to use the property for a public purpose; c. No Political Signs may have an effective area greater than 36 square feet, d. No Political Signs may be more than eight feet high, e. No Political Signs may be illuminated, have moving elements, or otherwise have characteristics prohibited by §3304; and Page 34 of 39 f. This section does not authorize the location of Political Signs whose political messqge is a temporary display upon a permanent sign, including a billboard, that is generally available for rent or purchase to carry commercial advertising or other messages that are not primarily political 3.17. Illustrations. __ -- j Deleted: ¶ 33.17.1. Ground sign setback. The illustration of setbacks for ground signs is as follows: Page 35 of 39 33.17.2. Measurement of Height. The illustration for measurement of height is as follows: __... .w. ._..w.... Maximum Height t I SIGN r ✓° i WcrticaC L.iorc 1 C I t Abovc CurbUnc f Below Curbtine C 1 I STREET CURBLINEM CURBLINr EN 35 MEASUREMENT Maximum fitight Horizontal La"nc { � A I R I d ® Y�nirat Guac r I I I i t I t !' 33.17.3. Number and placement of ground signs. The illustration for the number and placement of ground signs is as follows: °rd'�"tK�EE" EVip�kR'�Att:L' Page 36 of 39 PLACEMENT U9 � n "rte' nz tieiv� w m ;nn ,w t a✓ 10 ,,y, r a ; °rd'�"tK�EE" EVip�kR'�Att:L' Page 36 of 39 33.17.4. Visibility point. The illustration for the visibility point of signs is as follows: r �.w y rvex J 33.17.5. Exceptions to effective area. The illustration for exceptions to the effective area of signs is as follows: `erne vs aich c.s.mc.xurc�..nm,a 33.18. Special Sign Districts. 33.18.1. Purpose. The purpose of a special sign district is to allow properties to deviate from the sign regulations of this Chapter if a qualifying property has an alternate Comprehensive Plan that is clearly superior to what could be accomplished under standard regulations. 33.18.2. Application and plans. Any person requesting the creation of a special sign district, or amendment of a sign district, shall submit an application, the fee and the required plan, along with any other information specified by the Director. 33.18.3. Sign plan. The sign plan for the district shall show, in the form and manner specified by the Department, the location, setback, size, dimensions, height of all signs regulated by this Chapter, any other conditions, restrictions, or regulations that will apply to the district, and any other information specified by the Department, the commission, or Council needed to adequately evaluate the sign plan. Such information may include, but is not limited to, information concerning the items noted in Section 33.17.4. Page 37 of 39 33.18.4. Creation, Review of Plan, Criteria. The City Council may approve the creation of a sign district for any property which has more than three hundred (300) feet of continuous street frontage on one (1) public street if it finds the district: A. Provides a Comprehensive Plan for signs that would be clearly superior to what would be allowed without the plan; B. Would be compatible with surrounding properties. In considering whether a district and sign plan is "compatible" and "clearly superior ", the Commission and Council shall consider, but are not limited to considering the following: 1. Scale. The relationship between and compatibility of sign scale, site scale and the scale of nearby buildings. 2. Color. The relationship between and compatibility of sign color to the color of nearby buildings and landscaping: The degree to which sign colors are complimentary to its surroundings. 3. Material. The materials of the signs and how they relate to their surroundings. 4. Shape. The shape and design of the signs and how they relate to their surroundings. 5. Landscaping. The relationship of signs to landscaped features in and outside the district. 6. Traffic Safety and Traffic Circulation. The impact of the signs on driver's view, the degree to which view obstructions are created or improved, avoidance of confusion with or obstruction of traffic control signs and devices, and the time it takes a motorist to read the sign. 7. Illumination. The impact and compatibility of sign illumination within the district and in relation to neighboring properties. The avoidance of glare and light pollution. 8. Integration. How the signs in the district are integrated into a unified development concept with the topography, building design, other signs, landscaping, traffic circulation and other development features on the district and nearby property. a. Is not being used merely to avoid or gain a variance of the sign regulations; b. Does not violate the spirit or intent of the sign regulations; and C. Complies with the requirements of this section Page 38 of 39 C. Under no circumstances may a Special Sign District be used to authorized construction of new billboards or any other new signs that are otherwise prohibited under Section 33.4, or one or more signs that will be used for general advertising for hire. 33.18.5. Conditions imposed. The Planning and Development Department and the Planning and Zoning Commission may recommend and the City Council may impose appropriate conditions concerning the placement, design or use of signs in the district in order to protect surrounding properties, the community, and comply with the intent of this Chapter. 33.18.6. Procedures. The procedures for approval of a sign district and thereafter any amendment of the district, shall be the same as those applicable to a change in zoning classification or regulations. 33.18.7. Designation on zoning map. Property approved as a special sign district shall be shown on the official zoning map with the abbreviated designation "SD ". 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McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -189, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: March 3, 2015 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the FY 2013 -14 Comprehensive Annual Financial Report and annual audit. BACKGROUND Each year, the City hires an independent accounting firm to conduct an audit of the City's basic financial statements. The purpose of the audit is to express an opinion as to whether the City's financial statements present fairly, in all material respects, the financial position of the City. The annual audit report is comprised of four major components: 1) the Comprehensive Annual Financial Report (CAFR), 2) Management Letter (when appropriate), 3) Single Audit, and 4) Auditor's Communication to the Audit Committee. The CAFR represents the entire financial position of the City, specifically for the fiscal year ending September 30, 2014. The document includes the independent auditor's opinion of management's representations within the annual report. The auditors have provided the City a clean opinion (unqualified), which means that in the opinion of Weaver, LLP., the City's financial statements present fairly, in all material respects, the financial position of the City. A clean or unqualified opinion is the best opinion that may be rendered in an audit of the financial statements. The Weaver audit specifically included the following items: • Audit of the City's CAFR in accordance with generally accepted auditing standards. • Performance of a Single Audit, which is an audit of the City's expenditures of State and Federal grant awards. • An evaluation of the City's internal control over financial reporting. The auditor's examination of internal controls was conducted at a level sufficient to gain an understanding of the internal control structure to determine the nature, timing, and extent of audit procedures. The auditors did not perform an audit of internal controls, but performed limited tests of internal controls for the purpose of providing an opinion on the financial statements. Additionally, the auditors examined, on a test basis, evidence supporting amounts and disclosures in the combined financial statements. The City did not receive a management letter as there were no material weaknesses or recommendations for strengthening controls identified. The following points are highlighted as key financial information from the CAFR: 1. Overall positive financial results City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -189, Version: 1 2. Net position of the City • Totaled $720.5 million for FY 2013 -14 • $30.5 million increase from prior year due mainly to land and capital construction in progress 3. General Fund unassigned fund balance • $25.176 million • 25.4% of FY 2013 -14 final budgeted expenditures • $0.799 million increase from prior year. Representatives from Weaver, LLP, will be present at the City Council meeting to provide their opinion and to answer any questions that you may have. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 3, 2015, The Audit/Finance Committee also received a presentation the CAFR and annual audit form representative of Weaver, LLP. EXHIBITS Exhibit L FY 2013 -14 CAFR Exhibit 2: Single Audit Report Exhibit 3: Auditor's Communication Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 f VISION "Destination Denton" Denton is an identifiable and memorable destination and a community of opportunities. We achieve this by providing high quality of life through excellence in education, entertainment, and employment; neighborhood vitality and sustainability; environmental and financial stewardship; and superior public facilities and services. MISSION "Dedicated to Quality Service" The City of Denton will foster an environment that will deliver extraordinary quality service and products through stakeholder, peer group, and citizen collaboration; leadership and innovation; and sustainable and efficient use of resources. VALUES "We Care" We care about our people, our community, and our work. We do this with integrity, respect, and fairness. Exhibit 1 CITY OF DENTON, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the fiscal year ended September 30, 2014 CITY MANAGER George C. Campbell ASSISTANT CITY MANAGER AND CHIEF FINANCIAL OFFICER Bryan Langley Prepared by: Chuck Springer Director of Finance Antonio Puente Harvey Jarvis Assistant Director of Finance Controller Kevin Ann Mullen, CPA Cody Wood Assistant Controller Assistant Controller David Wilson Diane Chang, CPA Electric Accounting Manager Senior Grants Accountant Kurt Breyfogle Randall Mahaffey, CIA Senior Accountant Senior Accountant Ed Lane, CPA Cindy Liang, CPA Senior Accountant Accountant III Lori Allen Mary Billings Accounting Technician Electric Analyst Nancy Towle Caroline Finley Budget Manager Treasury Administrator Exhibit I City of Denton, Texas Comprehensive Annual Financial Report For Year Ended September 30, 2014 TABLE OF CONTENTS Page INTRODUCTORY SECTION (UNAUDITED): TransmittalLetter .................................................................................................................. ............................... i OrganizationalChart ......................................................................................................... ............................... viii Certificateof Achievement .................................................................................................... .............................ix Listof Principal Officials ....................................................................................................... ..............................x FINANCIAL SECTION: IndependentAuditor's Report ............................................................................................... ............................... l Management's Discussion and Analysis ............................................................................... ..............................5 Basic Financial Statements: Government -wide Financial Statements: Statementof Net Position ........................................................................................ .............................17 Statementof Activities ............................................................................................. .............................18 Fund Financial Statements: Governmental Fund Financial Statements: BalanceSheet .................................................................................................... .............................20 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position .... 21 Statement of Revenues, Expenditures and Changes in Fund Balances ............. .............................22 Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities ................................. .............................23 Statement of Revenues, Expenditures and Changes in Fund Balance — Budget to Actual GeneralFund .................................................................................................. .............................25 Proprietary Fund Financial Statements: Statementof Net Position .................................................................................. .............................26 Statement of Revenues, Expenses and Changes in Fund Net Position ............. .............................30 Statementof Cash Flows ................................................................................... .............................32 Fiduciary Fund Financial Statements: Statement of Assets and Liabilities ................................................................... .............................34 Notes to Basic Financial Statements .............................................................................. .............................35 Required Supplementary Information: Schedule of TMRS Funding Progress and Contributions — Last Three Fiscal Years .... .............................71 Schedule of Denton's Firemen's Relief and Retirement Plan Funding Progress and Contributions — Last Three Valuation Years .................................................... .............................71 Schedule of Other Post Employment Benefits Funding Progress and Contributions LastThree Valuation Years ................................................................................... ............................... 72 Combining and Individual Fund Financial Statements and Schedules: Schedule of Revenues, Expenditures and Changes in Fund Balances — Budget to Actual: DebtService Fund ................................................................................................... .............................73 Combining Balance Sheet — Nonma_j or Governmental Funds ........................................ .............................76 Combining Statement of Revenues, Expenditures and Changes in Fund Balances NonmajorGovernmental Funds ............................................................................... .............................78 Schedule of Revenues, Expenditures and Changes in Fund Balances — Budget to Actual: Recreation........................................................................................................ ............................... 80 PoliceConfiscation ......................................................................................... ............................... 81 Touristand Convention ..................................................................................... .............................82 StreetImprovement Fund .................................................................................. .............................83 GasWell Revenues Fund ................................................................................ ............................... 84 Citizens' Park Trust ........................................................................................... .............................85 Exhibit I City of Denton, Texas Comprehensive Annual Financial Report For Year Ended September 30, 2014 TABLE OF CONTENTS (Continued) FINANCIAL SECTION (continued): Combining and Individual Fund Financial Statements and Schedules (continued): Combining Statement of Net Position — Internal Service Funds .. ............................... Combining Statement of Revenues, Expenses and Changes in Fund Net Position - InternalService Funds ........................................................... ............................... Combining Statement of Cash Flows — Internal Service Funds ... ............................... Combining Statement of Assets and Liabilities — Agency Funds ............................... Combining Statement of Changes in Assets and Liabilities — Agency Funds ............ Page ............................ 88 ............................ 90 ............................ 92 ............................ 94 ............................ 95 Capital Assets Used in the Operation of Governmental Funds: Comparative Schedules by Source ................................................................................. .............................97 Schedule by Function and Activity ................................................................................ .............................98 Schedule of Changes by Function and Activity ............................................................. .............................99 STATISTICAL SECTION (UNAUDITED): Table 1 Net Position by Component ......................................................... ............................... ............................102 2 Changes in Net Position ............................................................... ............................... ............................104 3 Fund Balances of Governmental Funds ....................................... ............................... ............................108 4 Changes in Fund Balances of Governmental Funds ..................... ............................... ............................110 5 Assessed Value and Estimated Actual Value of Taxable Property ............................. ............................112 6 Property Tax Rates (Per $100 of Assessed Value) — Direct and Overlapping Governments ..................114 7 Principal Property Taxpayers ....................................................... ............................... ............................116 8 Property Tax Levies and Collections ........................................... ............................... ............................118 9 Ratio of Outstanding Debt by Type .............................................. ............................... ............................120 10 Ratio of General Bonded Debt Outstanding ................................. ............................... ............................122 11 Direct and Overlapping Governmental Activities Debt ............... ............................... ............................123 12 Pledged Revenue Coverage .......................................................... ............................... ............................124 13 Demographic and Economic Statistics ......................................... ............................... ............................126 14 Principal Employers ..................................................................... ............................... ............................127 15 Full -Time Equivalent City Government Employees by Function /Program ................ ............................128 16 Operating Indicators by Function/ Program .................................. ............................... ............................130 17 Capital Asset Statistics by Function/ Program .............................. ............................... ............................132 OTHER SUPPLEMENTAL INFORMATION: Schedule of Expenditures - Budget and Actual — General Fund .... ............................... ............................135 Exhibit 1 Exhibit I February 26, 2015 The Honorable Mayor and Members of the City Council City of Denton Denton, Texas It is with great pleasure that we present to you a copy of the Comprehensive Annual Financial Report (CAFR) of the City of Denton (the City) for the fiscal year ended September 30, 2014. The purpose of the report is to provide the City Council, management, citizens, and other interested parties with detailed information concerning the City's financial condition. THE REPORT The Texas Local Government Code (§ 103.001) requires an annual audit for municipalities. In addition, the City Charter (Section 2.13) requires a Certified Public Accountant who, as of the end of the fiscal year, shall make an "independent audit of accounts" and prepare a report to the City Council and the City Manager. This document fulfills the above mentioned requirements, and the independent auditor's opinion is included in the report for the fiscal year ended September 30, 2014. The CAFR is presented in three main sections: Introductory, Financial, and Statistical. The Introductory Section includes this transmittal letter, the City's organizational chart, and a list of principal officials. The Financial Section includes the Management's Discussion and Analysis (MD &A), Basic Financial Statements, Required Supplementary Information, Combining and Individual Fund Financial Statements, along with the independent auditors' report. The Statistical Section and Other Supplementary Information include selected financial and demographic information, generally presented on a multi -year basis. The responsibility for both the accuracy of the presented information and the completeness and fairness of the presentation of the data, including all disclosures, rests with the City. To the best of our knowledge and belief, the enclosed data is accurate in all material respects and is reported in a manner designed to fairly present the results of our operations in each of the various funds reported by the City. All disclosures necessary to enable the reader to gain an understanding of the City's financial activities have been included. The accounting firm of Weaver and Tidwell, L.L.P. has issued an unqualified opinion on the City of Denton's financial statements for the period ended September 30, 2014. As a recipient of federal and state grant awards, a separate audit is prepared to meet the requirements of the Single Audit Act Amendments of 1996 and related OMB Circular A -133. As a part of the City's single audit, tests are conducted to determine that the City has complied with applicable laws and regulations related to federal awards. Management's Discussion and Analysis (MD &A) immediately follows the independent auditors' report and provides a narrative introduction, overview, and analysis of the basic financial statements. The MD &A complements this letter of transmittal and should be read in conjunction with it. PROFILE OF THE GOVERNMENT Originally incorporated on September 26, 1866, the City of Denton is now 97.411 square miles and has an estimated population of 119,158. The City is a home rule city and operates under the Council- Manager form of government. The elected seven - member council consists of a Mayor and six Council Members. The Mayor and two Council Members are elected at large, while the remaining representatives are elected from single member districts. The City Council enacts local laws, determines policy, and adopts the annual budget, and the City Manager is the chief executive officer for the City. Exhibit 1 The City of Denton is located in the northern portion of the Dallas /Fort Worth Consolidated Metropolitan Statistical Area (CMSA). The City is a part of the Dallas /Fort Worth Metroplex, and is situated at the apex of a triangle based by Dallas (37 miles to the southeast) and Fort Worth (35 miles to the southwest) providing excellent access to and from all parts of the area. The City provides a full range of general government services to its citizens including: public safety (police and fire protection); public works (construction and maintenance of highways, streets and infrastructure); parks and recreation; library; planning and zoning; economic development; and general administrative services. The City's enterprise fund operations consist of a utility system, solid waste, and airport operations. The City's utility system provides electric, water and wastewater services. The internal service operations consist of the Materials Management, Fleet Services, Risk Retention, Health Insurance, Engineering Services and Technology Services funds. The Materials Management Fund accounts for the financing of Warehouse and Purchasing services which are provided to other City departments. The Fleet Services Fund accounts for the financing of goods and services provided by the municipal garage to other departments within the City. The Risk Retention Fund accounts for the accumulation of resources for the payment of workers' compensation, general liability claims, and insurance policies. The Health Insurance Fund accounts for administration of the self - insurance program for health coverage in the City. The Engineering Services Fund accounts for the provision of internal engineering services to various City operations and capital projects. The Technology Services Fund provides support for the various information and computer systems within the City. The financial statements presented include all government activities, organizations, and functions for which the City is financially accountable as defined by the Governmental Accounting Standards Board (GASB). LOCAL ECONOMY The City of Denton's tax base continues to grow with an average growth rate of 6.06% over the last 10 years. Recently, the City's tax base grew by 4.75% in FY 2012 -13, 3.91% in FY 2013 -14, and 11.72% in FY 2014 -15. After property tax revenues, the second largest source of revenue in the General Fund is sales tax. Representing approximately 31% of overall revenue in the General Fund, sales tax is a significant revenue source that is dependent upon a variety of economic factors. For FY 2013 -14, total sales tax revenues equaled $27,764,114, which is $1,241,641 or 4.7 %, more than the prior year collections of $26,522,473. For FY 2014 -15, sales tax collections are conservatively budgeted to increase by 1.4% over FY 2013 -14 actual receipts. Increased strength in employment and growth in new residential and commercial construction are leading indicators of continued growth in the City's property tax base and sales tax collections. The City of Denton's unemployment rate remains well below state and national levels having declined from 4.2 percent in December of 2013 to 3.0 percent as of December 2014. The State of Texas seasonally adjusted unemployment rate has dropped from 6.0 percent in December 2013 to 4.6 percent in December 2014. The City of Denton has issued 686 residential and commercial building permits for calendar year 2014, at an estimated value of $368 million. This compares to a total of 594 commercial and residential permits issued for calendar year 2013 at an estimated value of $324 million. The following two charts from the Federal Reserve Bank of Dallas' Economic Snapshot highlight the reduction in Texas unemployment levels and strength in the Texas economy. 11 Percent, SA 11 10 9 8 7 6 5 4 3 Exhibit 1 Texas and U.S. Unemployment Rate 1991 1994 1997 2000 2003 2000 2009 2012 Source: BLS http :iJwww.daHasfed.org I Texas Business -Cycle Index _ ' Alonth /Month, 7X recession SAAR —Index 1971 =100 (Dec =5.46) 12 . 10 8- 6 4- 2• _2 . -6 . _8 . 1972 1975 1918 1981 1984 1987 1990 1993 19% 1999 2002 2005 2008 2011 2014 Source: FRB Dallas http:8svuiv.dallasfed..org Fiscal year 2013 -14 brought exciting news in economic development. Listed below are just a few of the highlights: • The Rayzor Ranch mixed -use development has received a great deal of attention and interest from the community. Rayzor Ranch Marketplace located in the north side of the development has constructed over 400,000 square feet of retail and commercial space. Sam's Club and Wal -Mart anchor the Market Place with 137,381 and 189,929 square feet, respectively. Approximately 110,000 square feet of new retail stores and restaurants opened in the Market Place on the north side of the development in 2013. There were roughly 200 jobs created at the development and up to 500 construction jobs for the year. The owner invested nearly $9 million into the north side of the development in 2013. An Academy Sports opened in the Marketplace in October of 2014. A 33,000 square foot building, which will house III Exhibit I Guitar Center and a retail tenant, is slated to open in fall 2015. A Taco Cabana is also planned for the north side of the development. • Two phases are planned for the Rayzor Ranch Town Center, located on the south side of the development. Heritage Trail Boulevard will be constructed to allow access to the two phases on the east side of the development. Phase I, which will be completed in 2015, includes the construction of three restaurant pad sites, a bank and grocer. The Cinemark Movie Bistro and a department store comprise the second phase that is expected to be in operation by 2016. A Tesla electric car charging station is also planned for the Town Center. • Golden Triangle Mall was purchased by the M.G. Herring Group and the Weitzman Group. The partnership is making major renovations to the mall to include: the addition of restaurants and stores; improving the building fagade; creating a food court; and improving the parking lot and landscaping. The first phase of the renovations is complete and includes: the installation of energy efficient lighting, interior landscaping and updated finishes. Exterior entrance updates, a new food court, pylon sign and way finding have been constructed as part of the second phase of the redevelopment. New tenants include: Zumiez, Sephora, Buckle, Body Central, Charlotte Russe, Tobu Asian Eatery, Italia Express, Great American Cookie and Smoothie Paradise. Two restaurant pad sites for Pollo Tropical and Corner Bakery have also recently opened at the mall. • Unicorn Lake is a master- planned 134 -acre mixed -use center that incorporates the urban style development of residential and retail along the lake. The Villas of Tuscan Hills, a 114 lot residential community that overlooks the lake, provides luxury homes. BJs Restaurant, Blue Ginger Japanese Bistro, and Rising Sun Caf6 represent some of the businesses that have recently located in the development. A Bone Daddy's restaurant is planned along the north eastern side of development. Urban Square Apartments completed construction last fall and features 205 units. • Downtown Denton continues to have development, both on the residential and commercial sides. A new mixed -use project, H Squared, opened on West Hickory, near Carroll Boulevard. This project added 44 new apartments and 6,500 square feet of retail. Rehabilitation projects and new construction accounted for more than $10 million invested in downtown this year. Retail added in 2014 includes: Hoochie's Seafood Restaurant, Bet the House Bar- B -Que, Painting With a Twist, Sweetwater Grill, Oak Street Coffee Bar, Jack's Tavern, Siam Off the Square, Sprockets Bike Shop, Hypnotic Donuts, Big Fatty's Catering and Dark Ages Tattoos. • Denton has seen several business expansions this year. Tetra Pak Materials manufactures, processes, packages and distributes liquid foods all over the globe through an aseptic packaging process that removes air and bacteria. The company is expanding their facility and relocating their corporate headquarter operations from Chicago to Denton. The current facility comprises approximately 220,000 square feet. Construction of the 32,000 square foot expansion is near completion. The increase in real and business personal property from the expansion is estimated at $10.7 million. Tetra Pak Materials expects to create a total of thirty new.) obs with this expansion. • 2014 was a good year for Peterbilt Motors, which celebrated their 75`h anniversary and experienced a 20% increase in employment. This growth has resulted in a planned 17,500 square foot expansion that would increase the receiving dock doors by 17, an increase of 56 %. This improves material flow from trucks into the expanded metering center supporting timely delivery of material to assembly lines. This project also includes a storage system for painted parts, cabs, hoods and sleepers to help balance the product flow from paint to cab trim. This project is scheduled for completion in mid -year of 2016. lv Exhibit I Elite Manufacturing Company, a division of EMLS Inc., was founded in 1998 and is based in Denton, Texas. The Company provides logistic solutions and quality manufacturing services that include supply chain management, line sequencing, product assembly, kitting, metering and robotic integrated production focused upon Lean Six Sigma and Kaizen 5S practices. Elite manages close to 60 projects and over 50% of all production parts for the Denton Peterbilt manufacturing facility. In 2014, Elite expanded its facilities from 280,000 to 350,000 square feet and grew from 120 to 180 employees. • Business Air, a full service FBO and certified FAR 135 Air Carrier providing fuel, hangar, charter and aircraft management services to corporate and private clients, is planning an expansion at the Denton Enterprise Airport. The proposed expansion includes the construction of a 24,000 square foot hangar and an additional 4,000 square feet in office space. The hangar space would allow for the addition of 10 corporate aircraft. Labinal Power Systems, part of the Safran Group, is a world leader in electrical wiring harness and integration systems for the aviation, space and defense markets. In August 2012, Labinal relocated and expanded its North American Wiring and Services Division headquarters, one of four wiring harness and integration system manufacturing sites, and moved over 700 employees to the former Russell Newman facility in Denton. Labinal announced plans to consolidate its Salisbury, Maryland wiring operations into the Denton facility by December 2016 and increase its Denton employment by 150 positions. Two new business parks are underway in Denton. WGBP Investments plans to construct the West Gate Business Park off of Highway 380 and Western Boulevard. The park includes three multi- tenant buildings totaling 413,000 square feet of new industrial/manufacturing space. The Titus Business Park along Masch Branch Road will include six industrial facilities totaling 332,000 square feet. LONG -TERM FINANCIAL PLANNING In conjunction with this document, interested parties are encouraged to read the City of Denton's FY 2014 -15 Annual Budget document. This document details the City's strategic plan, long -term financial policies, program accomplishments, and other key initiatives. The document also includes the long -term financial forecasts for each of the major funds, and a summary of the assumptions that are included in these plans. In addition, the budget document provides an overview of the adopted Capital Improvement Program and planned future debt issuances. The budget document can be obtained from the City of Denton's Finance Department by calling (940) 349 -8260. The Annual Budget can also be accessed through the City's web site at www.cilyofdenton.com and selecting the Finance Department under the "Departments and Services" link. RELEVANT FINANCIAL POLICIES The City of Denton maintains reserve balances for emergencies. In the General Fund, the target reserve level is 15 -20% of budgeted expenditures to provide stability and flexibility for the organization. The actual reserve level has exceeded this target for the current fiscal year. As described in the accompanying CAFR document, the unassigned fund balance is $25.2 million, or 25.4 %, of the budgeted General Fund expenditures for the fiscal year ended September 30, 2014. Beginning in FY 2011 -12, the City adopted a policy which requires a minimum ending working capital balance (current assets minus current liabilities) of at least 8% of budgeted expenditures for the Electric, Water, Wastewater and Solid Waste Funds. If the working capital level should fall below the desired minimum, the City will implement necessary corrective action with a five -year plan to restore the working capital balance to 8% of budgeted expenditures. Additionally, rate reserve levels were established for the Electric, Water, Wastewater, and Solid Waste Funds in FY 2011 -12 according to the unique operational aspects of each utility. The rate reserve levels were revised in FY 2012 -13 based on the factors of revenue stability, expense volatility, infrastructure age, debt levels and v Exhibit I management plans for the use of these reserves. The rate reserve level is established at a range of 8% to 12% of expenses for the Electric Fund, at a range of 12% to 16% of expenses for the Wastewater Fund, at a range of 17% to 25% of expenses for the Water Fund, and at 4% of expenses for the Solid Waste Fund. If the rate reserve level falls below the range, the City will implement necessary corrective action within a five -year plan to restore the balances to the levels outlined above. The City of Denton has adopted an Investment Policy which guides the investment of all City funds. In accordance with State law, the policy is reviewed annually by the City Council to ensure that public funds are being invested in a conservative and prudent fashion. In addition, the City also annually reviews and approves a Debt Management policy. The purpose of this policy is to provide general guidelines regarding the issuance of City debt and the use and limitation of such debt. The City complied with all aspects of the Investment and Debt Management policies during FY 2013 -14. MAJOR INITIATIVES In FY 2013 -14, the City continued to emphasize street maintenance and repair activities by increasing budgeted authority by $1.0 million. The staffing level in the Street Improvement Fund was increased with the additional of three field service positions for a new maintenance crew. In addition capital funding of $879,316 was approved for equipment purchases and $300,000 for a street impact study. Mobility funding enhancements included $200,000 in funding for citywide bike lanes, and $198,234 for LED light replacements, pavement markings and traffic signal battery backups. Additionally, $1,000,000 in capital funding for traffic signal replacements was funded in the capital budget. Public safety funding was an emphasis for the City of Denton with the FY 2013 -14 budget including $641,787 in additional funding. The additional funding included four new patrol officers and an additional parking enforcement officer for the Police Department as well as on -line payment enhancements for the Municipal Court. Employee compensation remained a continuing priority for FY 2013 -14 with an average 3% merit increase provided to all employees along with eligible step increases for all police and fire civil service personnel. In addition, funding was provided for equity pay adjustments for employees whose salary was below the market rate for their positions. The City also continues to emphasize neighborhood service programs. The FY 2013 -14 budget included additional funding for a Deputy City Attorney and several park and recreation improvements and enhancement totaling $556,341. AWARDS AND ACKOWLEDGEMENTS The Government Finance Officers' Association (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its Comprehensive Annual Financial Report for the fiscal year ended September 30, 2013, for the twenty -ninth consecutive year. In order to be awarded the Certificate of Achievement in Financial Reporting, the City must publish an easily readable and efficiently organized Comprehensive Annual Financial Report. This report satisfies both generally accepted accounting principles and applicable legal requirements. The Certificate of Achievement is held for a period of one year only. We believe our current Comprehensive Annual Financial Report continues to meet the Certificate of Achievement requirements, and we are submitting it to GFOA to determine its eligibility for another certificate. The City also received the GFOA award for Distinguished Budget Presentation for its fiscal year 2013 -14 Annual Budget for the twenty- eighth consecutive year. In order to qualify for the Distinguished Budget Presentation Award, the City's budget document was judged according to its compliance with specific guidelines established by GFOA. These guidelines help ensure that Denton's budget is distinguished as an operations guide, financial plan, policy document, and communications device. The City has submitted its fiscal year 2014 -15 Annual Budget to GFOA to determine its eligibility for another certificate. We believe it continues to meet the Distinguished Budget Presentation Award criteria. In 2014, the City's Purchasing Department earned the Excellence in Procurement Award from the National Purchasing Institute, Inc. (NPI) for the sixteenth year in a row. This award is achieved by those organizations that demonstrate excellence in procurement by achieving a high score on standardized criteria designed to vi Exhibit I measure innovation, professionalism, productivity, and leadership. NPI represents purchasing officials employed by national, state, and local governments; educational institutions; and tax - supported and public entities throughout the country. We would like to thank the City Council for their strong leadership and support that helped make the presentation of this report possible. We would also like to thank the City Manager, Finance staff, department directors, division heads and especially the Accounting Division staff for their diligent efforts in the preparation of the annual financial report. e "Cu C Bryan Langley Chuck Springer Chief Financial Officer Director of Finance vii Assistant City Manager Administrative Services City Manager's Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . City Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reprographics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Public Communications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance AccountinglBudget(Treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Municipal Court . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Materials Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Customer Service Human Resources .............................I L Risk Management /Health Ins. ....... .....................Technology Services ........................... L............ ............................... Library............. ..............................I Boards, Commissions, & Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Municipal Judge Assistant City Manager Electric Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environmental Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Water/Wastewater Utilities Citizens .City Council ....... ..............................� ..... ................ .....................CityAttomey City . Manager ...... ..............................� Water Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wastewater Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Drainage Assistant City Manager Assistant City Manager .......................... Parks . &. Recreation ............................. ....................... .........................Fire .. ...................Planning .. &. Development .......................I ................... ..........................Police — Building lnspedions L'. Animal Services ........................Solid Waste Operations................... ............Community Improvement Services............ ...SociaLServicesLCommunity Development.. ... ............................... Transportation .............................. .... ............................Gas Well. Review. ............................... .......... ..........................Fleet Services......... ........................ ...........Economic Development .....0 .................................a.......,... .... ,......,.................�..... 1 Facilities Management P1011ntergovenmental Relations ...................... ....... ....................Engineering .Services Exhibit 1 Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to City of Denton Texas For its Comprehensive Annual Financial Report for the Fiscal Year Ended September 30, 2013 Executive Director /CEO Mayor Councilmember Councilmember Councilmember Councilmember Councilmember Councilmember Title Title Exhibit 1 CITY OF DENTON, TEXAS List of Principal Officials September 30, 2014 ELECTED OFFICIALS CITY OFFICIALS City Manager Assistant City Manager Assistant City Manager Assistant City Manager / Chief Financial Officer Assistant City Manager City Attorney Municipal Judge City Secretary x Name Chris Watts Jim Engelbrecht Dalton Gregory Joey Hawkins Greg Johnson Kevin Roden John Ryan Name George C. Campbell Howard Martin Jon Fortune Bryan Langley John Cabrales Anita Burgess Robin Ramsay Jennifer Walters weaver o Exhibit 1 INDEPENDENT AUDITOR'S REPORT To The Honorable Mayor and Members of City Council City of Denton, Texas Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Denton, Texas (the City) as of and for the year ended September 30, 2014, and the related notes to the financial statements, which collectively comprise the City's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. AN INDEPENDENT MEMBER OF INEAVER A D T1LIwa.I_„ L.L.P. 12221 MERIT DRIVE, SUITE 1400, DALLAS, TX 75251 BAKER TILLY INTERNATIONAL CERTIFIED PUBLIC ACCOUNTANTS AND ADVISORS P;972.490.1970 F:972302,8321 Exhibit 1 City of Denton, Texas Page 2 Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Denton, Texas, as of September 30, 2014, and the respective changes in financial position, and, where applicable, cash flows thereof, and the budgetary comparison of the General Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Cumulative Change in Accounting Principle As discussed in Note I.F. to the financial statements, the City adopted the provisions of the Governmental Accounting Standards Board Statement No. 65, Items Previously Reported as Assets and Liabilities, as of September 30, 2014. Our opinion was not modified with respect to this matter. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis (on pages 5 through 15) and the schedules of TMRS funding progress and contributions, Denton's firemen's relief and retirement plan funding progress and contributions, and other post - employment benefits funding progress and contributions (on pages 71 and 72) be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The introductory section, combining and individual fund financial statements and schedules, capital assets used in the operation of governmental funds schedules, other supplementary information, and statistical section, are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual fund financial statements and schedules, capital Exhibit 1 City of Denton, Texas Page 3 assets used in the operation of governmental funds schedules, and other supplementary information are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual fund financial statements and schedules, capital assets used in the operation of governmental funds schedules, and other supplementary information are fairly stated in all material respects in relation to the basic financial statements as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated February 26, 2015 on our consideration of the City of Denton's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City of Denton's internal control over financial reporting and compliance. WEAVER AND TIDWELL, L.L.P. Dallas, Texas February 26, 2015 Exhibit 1 Exhibit 1 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS SEPTEMBER 30, 2014 The City of Denton's Management's Discussion and Analysis is designed to (a) assist the reader in focusing on significant financial issues, (b) provide an overview of the City's financial activity, (c) identify changes in the City's financial position (its ability to address the next and subsequent years' challenges), (d) identify any material deviations from the financial plan (the approved budget), and (e) identify individual fund issues or concerns. Since the Management's Discussion and Analysis (MD &A) is designed to focus on the current year's activities, resulting changes and currently known facts, please read it in conjunction with the Transmittal Letter (beginning on page i) and the City's financial statements (beginning on page 17). FINANCIAL HIGHLIGHTS • The assets of the City exceeded its liabilities at the close of the fiscal year ended September 30, 2014 by $720,494,916 (net position). Of this amount, $167,611,656 (unrestricted net position) may be used to meet the government's ongoing obligations to citizens and creditors. • The City's total net position increased by $30,515,221. This increase can be attributed to the net revenue of the governmental activities, business -type activities and the contribution of capital assets by developers. • As of September 30, 2014, the City's governmental funds reported combined fund balances of $90,564,238, an increase of $6,287,547 in comparison with the prior fiscal year. Compared to the prior year, revenues were higher by $9.5 million due primarily to higher property and sales tax of $2.9 million, higher intergovernmental revenues of $1.1 million, higher fines and forfeitures of $0.9 million, higher franchise fees of $1.1 million, higher miscellaneous revenues of $1.3 million, and higher fees for service of $1.5 million. All categories of revenue increased as compared to the previous fiscal year. Expenditures reflect higher costs for public safety of $2.1 million, higher costs for public works of $0.6 million, higher costs for general government of $3.1 million, higher costs for parks and recreation of $0.5 million, and higher capital expenditures of $0.6 million. Total expenditures of the City's combined governmental funds are $7.6 million higher than the prior year. New proceeds from the issuance of long -term debt added $12.6 million in new funding. Net transfers changed by a positive $0.8 million, from $0.1 million net transfer out, in fiscal year 2013, to a net transfer in of $0.9 million in fiscal year 2014. Approximately 27.8% of the $90,564,238, or $25,176,737, is available for spending at the government's discretion (unassigned fund balance) The City's total noncurrent liabilities, including other noncurrent liabilities, increased by $69,265,648 during the fiscal year. The primary reasons for the changes are the issuance of $7.3 million of general obligation refunding and improvement bonds, $89.2 million of certificates of obligation, and the issuance of $27.2 million of general obligation refunding bonds, offset by the normal pay down of general obligation bonds and certificates of obligation of $27.8 million, and the normal pay down of revenue bonds of $13.2 million. The general obligation refunding bonds refunded $3.3 million of general obligation bonds and $18.8 million of revenue bonds. Additional information on the City's long -term debt can be found in note IV. G. on pages 53 - 58 of this report. OVERVIEW OF THE FINANCIAL STATEMENTS The Management's Discussion and Analysis is intended to serve as an introduction to the City of Denton's basic financial statements. The City's basic financial statements are comprised of three components: (1) government -wide financial statements, (2) fund financial statements and (3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government -wide Financial Statements. The government -wide financial statements are designed to provide readers with a broad overview of the City's finances in a manner similar to private- sector business. The statement of net position presents information on all of the City's assets, liabilities, deferred inflows, and deferred outflows with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City is improving or deteriorating. Exhibit I CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 The statement of activities presents information showing how the City's net position changed during the most recent fiscal year. All of the current year's revenues and expenses are taken into account regardless of when cash is received or paid. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but not used vacation leave). Both the statement of net position and the statement of activities are prepared using the accrual basis of accounting as opposed to the modified accrual basis. In its Statement of Net Position and the Statement of Activities, the City is divided between two kinds of activities: Governmental activities. Most of the City's basic services are reported here, including police, fire, libraries, development, public services and operations, public works, building inspection, technology services and general administration. Property taxes, sales taxes, and franchise fees finance most of these activities. Business -type activities. The City charges a fee to customers to cover the cost of services it provides. The City's utility systems (electric, water and wastewater), solid waste and airport activities are reported here. The government -wide financial statements can be found on pages 17 - 19 of the report. Fund Financial Statements. A fund is a grouping of related accounts used to maintain control over resources that have been segregated for specific activities or objectives. Fund financial statements provide detailed information about the most significant funds, not the City as a whole. Some funds are required to be established by state law or bond covenants. However, the City Council establishes many other funds to help it control and manage money for particular purposes or to show that it is meeting legal responsibilities for using certain taxes, grants and other monies. The below illustration summarizes the major features the City's financial statements. Major Features of City of Denton's Government -wide and Fund Financial Statements Fund Statements Government -wide Statements Governmental Funds Proprietary Funds Required financial Statement of net position Balance Sheet Statement Statement of net position statements Statement of activities of revenues, expenditures and Statement of revenues, changes in fund balances expenses and changes in net position Statement of cash flows Types of asset /liability All assets and liabilities, both Only assets expected to be used All assets and liabilities, both information financial and capital, short- up and liabilities that come due financial and capital, short -term term and long -term during the year or soon and long -term thereafter; no capital assets included Exhibit I CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 All of the funds of the City can be divided into three categories: governmental funds, proprietary funds and fiduciary funds. Governmental funds. The majority of the City's basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year -end that are available for spending. These funds are reported using an accounting method identified as the modified accrual basis of accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the City's general government operations and the basic services it provides. Governmental fund information helps the reader determine whether there are more or fewer financial resources that can be spent in the near future to finance the City's programs. By comparing information presented for governmental funds with similar information presented for governmental activities in the government -wide financial statements, readers may better understand the long -term impact of the government's near -term financing decisions. The relationship or differences between governmental activities (reported in the Statement of Net Position and the Statement of Activities) and governmental funds are detailed in a reconciliation following the fund financial statements. The City of Denton maintains twelve governmental funds. Information is presented separately in the governmental funds balance sheet and in the governmental funds statement of revenues, expenditures and changes in fund balances for the general fund, debt service fund and capital projects fund, all of which are considered to be major funds. Data from the other nine governmental funds are combined into a single, aggregated presentation. Individual fund data for eight of these non -major governmental funds along with an aggregate of all other is provided in the form of combining statements elsewhere in this report. Proprietary funds. The City charges customers for certain services it provides, whether to outside customers or to other units within the City. These services are generally reported in proprietary funds. Proprietary funds are reported in the same manner that all activities are reported in the Statement of Net Position and the Statement of Activities. In fact, the City's enterprise funds (a component of proprietary funds) are similar to the business -type activities that are reported in the government -wide statements but provide more detail and additional information, such as cash flows. The internal service funds (the other component of proprietary funds) are utilized to report activities that provide supplies and services for the City's other programs and activities, such as the City's municipal warehouse, the City's self - insurance fund, and the City's equipment maintenance function. Because these services benefit both governmental and business -type functions, they have been included in both the governmental and business -type activities in the government -wide financial statements. The City of Denton maintains five enterprise funds. The City uses enterprise funds to account for its electric, water and wastewater systems, solid waste, and airport operations. The funds provide the same type of information as the government -wide financial statements, only in more detail and include the internal service fund -type activity. The City considers all enterprise funds to be major funds. Fiduciary funds. Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government -wide financial statement because the resources of those funds are not available to support the City's own programs. The accounting used for fiduciary funds is much like that used for proprietary funds. Agency funds are a component of fiduciary funds. Agency funds differ from other fiduciary funds in that they do not typically involve a formal trust agreement. Agency funds are used to account for situations where the City's role is purely custodial, such as receipt, temporary investment and remittance of fiduciary resources to individuals, private organizations, or other governments. The City maintains three fiduciary funds which include the payroll fund, developers' escrow fund, and other agency funds. The City uses agency funds to account for the collection and payment of the City's payroll and associated liabilities, employee- purchased insurance and other similar relationships. Exhibit 1 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 Notes to the financial statements. The notes provide additional information that is essential to a full understanding of the data provided in the government -wide and fund financial statements. The notes to the financial statements can be found on pages 35 - 70 of this report. GOVERNMENT -WIDE FINANCIAL ANALYSIS As of September 30, 2014, the City's combined net position were $720,494,916, of which $169,244,490 can be attributed to governmental activities and $551,250,426 attributed to business -type activities. This analysis focuses on the net position (Table 1) and changes in net position (Table 2) of the City's governmental and business -type activities. The largest portion of the City's net position (71.1 %) reflects its investment in capital assets (e.g., land, building, machinery and equipment), less any related debt used to acquire those assets that is still outstanding. The City uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City's investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. Table 1 Net Position (in thousands) 8 Governmental Business -type Activities Activities Total 2014 2013 2014 2013 2014 2013 Current and other assets S 194,311 S 191,062 S 378,877 S 361,719 S 573,188 S 552,781 Capital assets, net of accumulated depreciation 212,487 200,867 715,611 650,492 928,098 851,359 Total assets 406,798 391,929 1,094,488 1,012,211 1,501,286 1,404,140 Deferred loss on refunding 1,336 - 4,466 - 51802 - Long -term liabilities outstanding 127,997 123,721 480,352 415,362 608,349 539,083 Other liabilities 110,892 112,809 67,352 62,269 178,244 175,078 Total liabilities 238,889 236,530 547,704 477,631 786,593 714,161 Net position: Net investment in capital assets 128,915 116,147 383,678 347,780 512,593 463,927 Restricted 12,233 4,116 28,057 28,655 40,290 32,771 Unrestricted 28,097 35,136 139,515 158,145 167,612 193,281 Total net position S 169,245 S 155,399 S 551,250 S 534,580 S 720,495 S 689,979 8 Exhibit 1 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 Governmental activities increased the City's net position by $14,582,829 with a prior period adjustment decreasing governmental activities by $737,505 and business -type activities increased the City's net position by $18,036,265 with a prior period adjustment decreasing business -type activities by $1,366,368. The key elements of these increases are contained in Table 2. Table 2 Changes in Net Position (in thousands) Governmental Business -type Activities Activities Total Expenses General government 2014 2013 2014 2013 2014 2013 Revenue: 56,894 52,907 - - 56,894 52,907 Program Revenue: 16,950 18,664 - - 16,950 18,664 Charges for services S 18,429 S 17,092 S 241,765 S 227,180 S 260,194 S 244,272 Operating grants and contributions 3,410 3,118 - - 3,410 3,118 Capital grants and contributions 12,506 14,672 5,656 9,877 18,162 24,549 General Revenue: - - 24,023 26,814 24,023 26,814 Property tax 48,833 47,276 - - 48,833 47,276 Sales tax 27,764 26,522 - - 27,764 26,522 Franchise tax 21,001 19,901 - - 21,001 19,901 Hotel occupancy tax 1,983 1,910 - - 1,983 1,910 Beverage tax 419 392 - - 419 392 Bingo tax 21 21 - - 21 21 Investment Income 563 354 1,356 1,086 1,919 1,440 Miscellaneous 1,980 1,429 521 511 2,501 1,940 Total revenue 136,909 132,687 249298 238,654 386,207 371,341 Expenses General government 30,477 27,687 - - 30,477 27,687 Public safety 56,894 52,907 - - 56,894 52,907 Public works 16,950 18,664 - - 16,950 18,664 Parks and recreation 14,543 13,714 - - 14,543 13,714 Interest on long- temidebt 4,339 4,464 - - 4,339 4,464 Electric - - 157,906 146247 157,906 146,247 Water - - 24,023 26,814 24,023 26,814 Wastewater - - 22,176 21,467 22,176 21,467 Solid waste - - 23,844 21,731 23,844 21,731 Airport - - 2,436 1,609 2,436 1,609 Total expenses 123,203 117,436 230,385 217,868 353,588 335,304 Increase in net position before transfers 13,706 15,251 18,913 20,786 32,619 36,037 Transfers 877 (102) (877) 102 - - Increase in net position 14,583 15,149 18,036 20,888 32,619 36,037 Net position at beginning of year, restated 154,662 139,513 533214 512,326 687,876 651,839 Net position at end of year S 169,245 S 154,662 S 551250 S 533214 S 720,495 S 687,876 Governmental activities. Expenses for the governmental activities reflects an increase of $2.7 million in general government, an increase of $4.0 million in public safety, a $1.7 million decrease in public works, and a $0.8 million increase in parks and recreation. The most significant governmental activities expense was in providing public safety, which incurred expenses of $56,893,859. These expenses were funded by revenues collected from a variety of sources, with the largest being from property taxes, which are $48,833,077 for the fiscal year ended September 30, 2014. The most significant portion of public safety is the cost of personnel, which totaled $46,144,743. Other significant governmental activities expense for the City includes general government, which incurred $30,476,840 in expenses, of which $18,203,339 represented personnel charges. 11 Exhibit 1 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 The $0.6 million decrease in governmental program revenues are mainly due to an increase of $1.3 million in charges for services, a $0.3 million in operating grants and contributions. Capital grants and contributions decreased $1.9 million due primarily to a decrease in funding from an agreement with Texas Department of Transportation for the distribution of regional toll revenues of $0.8 million for streets and traffic infrastructure and a $4.5 million decrease associated with capital contributions from developers, offset by an increase of $0.9 million from public safety grant contributions. Governmental general revenues included an increase of $1.6 million for Property tax and an increase of $1.2 million for sales tax due to an improving economy. Transfers reflect a $0.9 transfer in for the current year as compared to a transfer out of $0.1 million on the prior fiscal year. Business -type activities. Business -type activities increased the City's net position by $18,036,265, accounting for 55.3% of the growth in the entity -wide net position. Utility service revenues increased by $16.1 million. Electric charges for services provided a $14.2 million increase in revenues due to a 3% base rate increase, a higher ECA rate, and higher mega -watt hour sales. Water charges for services decreased by $1.1 million due to the pattern of rain events that curtailed normal irrigation demand by 7.8 %. Wastewater charges provided $1.5 million of the increase due to a 9.0% rate increase for retail and commercial customers. Solid Waste charges provided $1.5 million of the increase due to a 3.2% increase for the standard residential cart, a 4.3% rate increase for commercial fount and side load containers, and a 2.0% increase for commercial roll -off containers. Water and Wastewater collected $3.5 million and $1.7 million in impact fees, respectively. Capital contributions, which arise from new property development within the City, represent a major revenue source for the Airport, Water and Wastewater during the current fiscal year, producing $5.7 million in revenue. The Airport gas well revenues contributed an additional $1.1 million to the increase in net assets. Total business - type's operating costs, before depreciation, increased by $12.8 million. Electric expenses reflect $12.1 million for increased costs related to personnel and purchase power costs. Water expenses reflect $2.2 million in decreased costs for personnel costs. Wastewater expenses reflect a $1.1 million in increased costs for personnel, maintenance and repairs, and administrative costs. Solid Waste operations expenses reflect a $1.3 million in increased costs for personnel, materials, repair and maintenance, and administrative costs. Airport operations expenses reflect a $0.5 million in increased costs for personnel, materials and administrative costs. FINANCIAL ANALYSIS OF THE GOVERNMENT'S FUNDS As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance- related legal requirements. Governmental funds. The focus of the City's governmental funds is to provide information on near -term inflows, outflows, and balances of resources available to spend. Such information is useful in assessing the City's financing requirements. In particular, unassigned fund balance may serve as a useful measure of a government's net resources available for spending at the end of the fiscal year. As of the end of the current fiscal year, the City's governmental funds reported a combined ending fund balance of $90.6 million, an increase of $6.3 million in comparison with the prior year. Approximately $25.2 million constitutes unassigned fund balance, which is available for spending at the government's discretion. The remainder of the fund balance has been classified to indicate that it is not available for new spending because it has already been classified as restricted ($56.3 million), committed ($5.1 million), and assigned ($4.0 million). The General Fund is the chief operating fund of the City. At September 30, 2014, the unassigned fund balance of the General Fund was $25.2 million, or 25.4% of budgeted general fund expenditures. The General Fund also has $0.7 million of fund balance assigned for expenditures in the following fiscal year. The General Fund's ending fund balance increased by $0.1 million during the current fiscal year. The change in fund balance is due to expenditures, including other financing uses, of $89.8 million, and revenues, including other financing sources, of $89.9 million. Revenues were $4.3 million higher compared to the previous year primarily due to increased taxes of $2.5 million, licenses and permits of $0.6 million, franchise fees of $0.3 Ilt Exhibit I CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 million, fines and forfeitures of $0.3 million, fees for services of $0.3 million and miscellaneous revenues of $0.3 million. The net change in expenditures was $4.1 million higher as compared to the previous year. Public safety expenditures increased by $1.3 million, primarily due to increased personnel costs of $1.1 million and operations costs of $0.3 million. The increase of $0.6 million in parks and recreation, transfers out reflected a $0.1 million increase and personnel costs reflected an increase of $0.4 million. Personnel costs, on a year over year comparison, for general government, public safety, public works, parks and recreation were $2.1 million higher due to an average merit increase of 3% for non -civil service employees, a pay adjustment for civil service employees to reach the market average plus 5% and continued step raises for the public safety civil service employees. All personnel costs were also higher due to increased benefit costs. At the end of the fiscal year, the capital projects fund has a total fund balance of $47.1 million, an increase of $4.1 million. The total fund balance is made up of $43.8 million in restricted funds and $3.3 million in assigned funds, both for capital construction and acquisition. In 2014, the City received $12.6 million of proceeds from the issuance of debt and $4.7 million of regional toll revenues from the Texas Department of Transportation for street construction while expending $18.4 million on construction and acquisition. In addition, the capital projects fund received $0.3 million in interest income, approximately $1.8 million due primarily to gas wells revenues and developers aid in construction, and $2.5 million of transfers from other funding sources. The debt service fund has a total fund balance of $4.7 million, all of which is restricted for the payment of debt service. As compared with the prior year results, the overall increase in the debt service fund balance of $0.2 million resulting from an increase of $0.2 million in tax revenue, offset by an increase of $0.7 million in principal and interest costs, while there was a $0.4 million reduction of premiums on debt issuance and a reduction of $0.3 million in the refunding bonds issued and the payments to refunded bond escrow agent. Proprietary funds. The City's proprietary funds provide the same type of information found in the government -wide financial statements, but in more detail. Unrestricted net position at September 30, 2014 in proprietary funds are $62.3 million for Electric, $34.7 million for Water, $23.1 million for Wastewater, $3.6 million for Solid Waste, and $5.9 million for the Airport Fund. The results reflect an increase of the unrestricted net position in the Wastewater fund of $1.3 million, and the Solid Waste fund of $0.4 million and decreases in the Electric Fund of $17.4 million, the Water fund of $3.5 million, and the Airport fund of $0.4 million. Other factors concerning the finances of these funds have already been addressed in the discussion of the City of Denton's business -type activities. BUDGETARY HIGHLIGHTS During fiscal year 2013 -2014, three formal amendments to adjust the City's of Denton Annual Program of Services were approved by Council. In October of 2013, the Council increased the Airport Fund by $1,750,000 to provide additional funding for engineering and construction costs for a hanger project. In April of 2014, the Council established the Library Donation Fund with $30,000 of revenue and expenditures. The Council also increased appropriations in the Capital Improvement program by $600,000 to provide for increased construction costs, the Technology Fund increased by $144,000 to provide additional staffing, the General Fund by $240,000 to provide additional legal services, and the Street Improvement Fund by $175,000 to provide for an update to the mobility study. In August of 2014, the Council also increased the appropriation of the Electric Fund by $6,606,374 to meet increased purchased power costs and the Solid Waste Fund by $310,600 to allow a transfer to their motor pool fund. GENERAL FUND BUDGET TO ACTUAL HIGHLIGHT For fiscal year 2013 -14, General Fund actual expenditures (including transfers) on a budgetary basis were $97.9 million compared to the budget of $99.3 million. The $1.4 million positive expenditure variance was primarily due to reduced costs of $1.2 million in personnel, $0.2 million in material and supplies costs and is Exhibit 1 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 $0.1 million in maintenance and repair costs, offset by higher fixed asset costs of $0.1 million. The lower Personnel costs were due to $0.2 million lower costs in parks and recreation and $1.1 million lower than budgeted personnel costs in public safety. In addition to personnel savings, general government and parks and recreation both also saw savings of $0.1 million each in material and supplies costs. Parks and recreation also had $0.1 million lower than budgeted maintenance costs, offset by $0.1 million in higher fixed asset costs. Actual revenues for the General Fund (including transfers and sale of capital asset) on a budgetary basis were $98.0 million compared to the original budget of $97.7 million. Of the $0.3 million revenue variance, approximately, $0.4 million is a positive revenue variance is due to greater that budgeted sales tax revenue, offset by a negative $.01 million variance due to lower than budgeted ad valorem tax. Franchise fees had a revenue variance of $0.2 million in lower than budgeted revenue and fines and forfeitures experienced $0.2 million in lower that budgeted revenue. Intergovernmental revenues had a positive revenue variance of $0.3 million in higher than budgeted actual amounts. The City of Denton's General Fund unassigned fund balance at September 30, 2014 is $25.2 million, or 25.4% of budgeted expenditures. Below is a listing of the ending unassigned balances for the prior year, as well as the fiscal year 2013 -14 unassigned fund balance. For years where the actual ending balance has exceeded the policy level, the following year's budget has included utilization of that amount for expenditures. Actual Actual 9/30/13 9/30/14 Unassigned balance $24,378,139 $25,176,737 % of total budgeted expenditures 25.8% 25.4% Policy level 15 -20% 15 -20% The largest revenue source of the General Fund's budget was the ad valorem tax. Denton's ad valorem tax rate is comprised of two components. The first is the operations and maintenance component that is used to calculate revenue for the City's General Fund operations. The second component is the debt portion that is used to calculate revenue to pay the City's general debt service obligations. The Denton Central Appraisal District's certified appraisal roll shows an increase of 3.91% compared to the prior year certified value, which showed an increase of 4.75 %. The current property tax year included $174 million of new growth and construction that was added to the tax rolls in Tax year 2013 as compared to Tax year 2012. The fiscal year 2013 -14 ad valorem tax rate remained the same as the prior year at $0.68975 per $100 of valuation. I VA Exhibit 1 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 CAPITAL ASSET AND DEBT ADMINISTRATION Capital assets. At the end of fiscal year 2014, the City had $928,098,143 invested in a broad range of capital assets, including police and fire equipment, buildings, park facilities, roads, bridges, electrical infrastructure, and water and sewer lines (see Table 3 below). This amount represents a net increase (including additions and deductions) of $76,739,039, or 9.0% over the prior fiscal year. Table 3 Capital Assets at Year -end (Net of Accumulated Depreciation, in Thousands) This year's major asset additions included: Description Governmental Activities Business -type Activities Totals North / South Water Main Phase I 2014 2013 2014 2013 2014 2013 Land $ 15,765 $ 14,613 $ 22,287 $ 17,466 $ 38,052 $ 32,079 Landfill improvements - - 9,269 4,422 9,269 4,422 Building and improvements 38,331 39,871 9,937 10,288 48,268 50,159 Plant, machinery and equipment 29,149 25,248 156,254 137,811 185,403 163,059 Water rights - - 52,225 52,921 52,225 52,921 Infrastructure 92,222 92,607 270,832 260,591 363,054 353,198 Construction in progress 37,020 28,528 194,807 166,993 231,827 195,521 Total capital assets $ 212,487 $ 200,867 $ 715,611 $ 650,492 $ 928,098 $ 851,359 This year's major asset additions included: Description Amount Roselawn Elevated Water Storage $ 6,386,338 North / South Water Main Phase I 6,124,604 Solid Waste Landfill Cell 4A 4,554,050 Public Safety Training Facility 1,728,778 Airport land acquisition Glosser Property 1,616,253 Wastewater Cooper Creek Interceptor Phase III 1,357,444 Solid Waste Landfill Permit 1,297,782 Riney Road Park land acquisition 1,045,839 Airport apron construction and paving 989,244 City Hall East building roof improvement 865,039 Total $ 25,965,371 Additional information on the City's capital assets can be found in note IV. D. on pages 47 - 49 of this report. 13 Exhibit I CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 Debt. At year -end, the City had $601.9 million in bonds and notes outstanding as compared to $541.4 million at the end of the prior fiscal year, an increase of 11.2 %, as shown in Table 4. Table 4 Oustanding Debt at Year -end (in thousands) Governmental Activities Business -type Activities Totals 2014 2013 2014 2013 2014 2013 General obligation bonds $ 78,316 $ 80,720 $ 79,189 $ 55,970 $ 157,505 $ 136,690 Certificates of obligation 41,570 37,514 290,640 222,955 332,210 260,469 Revenue bonds - - 112,170 144,226 112,170 144,226 Total $ 119,886 $ 118,234 $ 481,999 $ 423,151 $ 601,885 $ 541,385 These amounts do not include net unamortized premiums /(discounts) of $26,856,076 or net deferred gain/(loss) on refunding of ($5,801,997). During the current fiscal year, the City issued debt two times on April 15, 2014 and on August 15, 2014. The April debt issuance resulted in $89.2 million in certificates of obligation, of which $80.6 million is for enterprise operations, $8.6 million is for governmental activities, and $7.3 million in general obligation refunding and improvement bonds which refunded $0.1 million in general obligation bonds and provided $7.2 million of new funding for various governmental capital improvements. The August debt issuance resulted in $27.2 million general obligation refunding bonds which refunded utility operation activities. Normal pay down in general obligation bonds was $10.3 million, $17.4 million in certificates of obligation and $13.3 million in utility revenue bonds. No utility revenue bonds have been issued since 2008 as management has elected to utilize certificates of obligation bonds as a result of lower interest rates. Moody's Investor's Service, Inc. has given the City's General Obligation Bonds and the Certificates of Obligation a rating of "Aa2." Standard and Poor's Corporation has given both the City's General Obligation Bonds and Certificates of Obligation an "AA" rating. Fitch has given the City's General Obligation Bonds and the Certificates of Obligation a rating of "AA +." The City's Utility Revenue Bonds carry "Al" and "AA- " ratings by Moody's and Standard and Poor's, respectively. The City is permitted by Article XI, Section 5 of the State of Texas Constitution to levy taxes up to $2.50 per $100 of assessed valuation for general governmental services including the payment of principal and interest on general obligation long -term debt. The current ratio of tax- supported debt to certified assessed value of all taxable property is 2.22 %. Other long -term liabilities. The City maintains a self - insurance program for general liability, auto liability, public officials' liability, errors and omission liability, police professional liability, and workers' compensation. Private insurance companies cover claims for property loss over $50,000 per location/$250,000 per occurrence aggregate, for workers' compensation losses over $500,000 per occurrence, and for liability over $1,000,000 per occurrence. The City has a reserve for claims and judgments of $2.5 million outstanding at year -end compared with $2.1 million at the end of the prior fiscal year. Other obligations include accrued vacation pay and sick leave. More detailed information about the City's long -term liabilities is presented in Note IV. G., on pages 53 - 58 of this report. ECONOMIC FACTORS AND NEXT YEAR'S BUDGETS AND RATES While growth for the Denton community is expected to be moderate in the short term, demands for city services is expected to remain strong over the long term. As a result, the fiscal year 2014 -15 Budget includes an ad valorem tax rate of $0.68975/$100 valuation and maintains the same rate in comparison to the prior year. While sales tax has increased over the prior year by 4.7 %, financial projections anticipate an increase of 3.0% in fiscal year 2014 -15. General Fund expenditure enhancements for fiscal year 2014 -15 include new positions in building inspections, transportation operations, economic development, facilities management and police. The enhancements of $1.8 million will be budgeted in the General Fund for fiscal year 2014 -15 in accordance with priorities established through the Strategic Plan. 14 Exhibit 1 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2014 The fiscal year 2014 -15 budget includes a cost recovery factor and base rate increase of 5.5% for all electric customers. The water budget includes an average rate increase of 3.0 % for all customers. Wastewater includes an average rate increase of 6.0% for all customers. The solid waste residential standard cart rate will increased by 2.8 %. REQUESTS FOR INFORMATION This financial report is designed to provide a general overview of the City's finances for all those with an interest in the City's finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the City of Denton Finance Department, 215 E. McKinney, Denton, Texas 76201. I� Exhibit 1 IV., CITY OF DENTON, TEXAS Exhibit I Exhibit I STATEMENT OF NET POSITION SEPTEMBER 30, 2014 ASSETS: Current assets: Cash, cash equivalents and investments, at fair value Receivables, net of allowances: Taxes Accounts Unbilled utility service Interest Other Internal balances Due from other governments Inventory Prepaid items Debt issuance costs - insurance Total current assets Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value Escrow deposits Accrued interest Other receivables Debt issuance costs - insurance Capital assets not being depreciated: Land Construction in progress Capital assets, net of accumulated depreciation: Buildings Plant, machinery and equipment Infrastructure Landfill improvements Water rights Total noncurrent assets Total assets DEFERRED OUTFLOWS OF RESOURCES Deferred loss on refundings Total deferred outflows of resources LIABILITIES: Current liabilities: Accounts payable Retainage payable Deposits Accrued interest Due to other governments Noncurrent liabilities due within one year Other liabilities Unearned revenue Payable from restricted assets: Accounts payable Retainage payable Accrued interest Total current liabilities Noncurrent liabilities: Noncurrent liabilities due in more than one year Total noncurrent liabilities Total liabilities Primary Government Governmental Business -type Activities Activities Total $ 56,706,894 $ 134,744,406 5,755,315 - - 11,588,076 - 10,134,047 173,044 399,044 4,041,622 548,536 (13,519,519) 13,519,519 2,013,960 - 5,345,210 - 17,700 57,358,923 9,787 38,008 60,544,013 228,330,559 132,865,917 148,666,141 180,000 50,000 393,434 440,220 286,915 1,194,061 40,992 195,452 15,764,824 22,287,452 37,019,788 194,806,954 38,330,525 9,936,932 29,149,481 156,253,870 92,222,444 270,832,336 - 9,268,963 - 52,224,574 346,254,320 866,156,955 406.798.333 1.094.487.514 1,335,558 4,466,439 1,335,558 4,466,439 8,021,933 8,097 305 19,787,751 464,715 80,317,519 1,352,235 241,414 698,334 110,892,303 127,997,098 127,997,098 238,889,401 NET POSITION: Net investment in capital assets 128,915,116 Restricted for: Debt Service 4,261,848 Parks and recreation 5,488,461 Capital acquisition - Other grants and purposes 2,482,917 Unrestricted 28,096,148 Total net position $ 169,244,490 The notes to the basic financial statements are an integral part of this statement. 17 13,219,443 557,758 4,842,478 42,538 38,161,571 1,597,418 2,594,357 1,906,747 4.429.556 67,351,866 480,351,661 480,351,661 547,703,527 383,678,313 21,629,916 6,426,689 139,515,508 $ 551,250,426 $ 191,451,300 5,755,315 11,588,076 10,134,047 572,088 4,590,158 2,013,960 5,345,210 57,376,623 47,795 288,874,572 281,532,058 230,000 833,654 1,480,976 236,444 38,052,276 231,826,742 48,267,457 185,403,351 363,054,780 9,268,963 52,224,574 1,212,411,275 1,501,285,847 5,801,997 5,801,997 21,241,376 557,758 4,842,478 50,635 305 57,949,322 464,715 81,914,937 3,946,592 2,148,161 5,127,890 178,244,169 608,348,759 608,348,759 786,592,928 512,593,429 25,891,764 5,488,461 6,426,689 2,482,917 167.611.656 $ 720,494,916 CITY OF DENTON, TEXAS STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2014 Functions /Programs Primary government: Governmental activities: General government Public safety Public works Parks and recreation Interest expense Total governmental activities Business -type activities: Electric system Water system Wastewater system Solid waste Airport Total business -type activities Total primary government Exhibit 1 General revenues: Taxes: Property tax Sales tax Franchise fees Hotel occupancy tax Beverage tax Bingo tax Investment income Miscellaneous Transfers Total general revenues and transfers Change in net position Net position at beginning of year as previously reported Prior period adjustment (Note LF.) Net assets at beginning of year - as restated Net position at end of year The notes to the basic financial statements are an integral part of this statement. 18 Program Revenues Operating Capital Charges for Grants and Grants and Expenses Services Contributions Contributions $ 30,476,840 $ 4,645,655 $ 2,447,818 $ 30,745 56,893,859 7,064,927 757,613 2,244,457 16,950,280 885,010 - 10,230,310 14,543,461 5,833,238 204,901 - 4,339,154 - - - 123,203,594 18,428,830 3,410,332 12,505,512 157,906,294 150,362,507 - - 24,023,392 34,865,803 - 1,544,084 22,176,191 28,629,754 - 3,123,294 23,844,055 25,980,914 - - 2,435,446 1,925,825 - 989,244 230,385,378 241,764,803 - 5,656,622 $ 353,588,972 $ 260,193,633 $ 3,410,332 $ 18,162,134 General revenues: Taxes: Property tax Sales tax Franchise fees Hotel occupancy tax Beverage tax Bingo tax Investment income Miscellaneous Transfers Total general revenues and transfers Change in net position Net position at beginning of year as previously reported Prior period adjustment (Note LF.) Net assets at beginning of year - as restated Net position at end of year The notes to the basic financial statements are an integral part of this statement. 18 Exhibit 1 Exhibit 11 Net (Expense) Revenue and Changes in Net Position Primary Government Governmental Business -type Activities Activities Total $ (23,352,622) $ - $ (23,352,622) (46,826,862) - (46,826,862) (5,834,960) - (5,834,960) (8,505,322) - (8,505,322) (4,339,154) - (4,339,154) (88,858,920) - (88,858,920) 563,236 1,355,730 - (7,543,787) (7,543,787) - 12,386,495 12,386,495 - 9,576,857 9,576,857 - 2,136,859 2,136,859 - 479,623 479,623 - 17,036,047 17,036,047 (88,858,920) 17,036,047 (71,822,873) 48,833,077 - 48,833,077 27,764,114 - 27,764,114 21,001,427 - 21,001,427 1,982,643 - 1,982,643 419,498 - 419,498 20,684 - 20,684 563,236 1,355,730 1,918,966 1,980,545 521,013 2,501,558 876,525 (876,525) - 103,441,749 1,000,218 104,441,967 14,582,829 18,036,265 32,619,094 155,399,166 534,580,529 689,979,695 (737,505) (1,366,368) (2,103,873) 154,661,661 533,214,161 687,875,822 $ 169,244,490 $ 551,250,426 $ 720,494,916 IV CITY OF DENTON, TEXAS BALANCESHEET GOVERNMENTAL FUNDS AS OF SEPTEMBER 30, 2014 ASSETS: Cash, cash equivalents and investments, at fair value Receivables, net of allowances for uncollectibles: Taxes Accrued interest Other Interfund receivables Due from other governments Total assets LIABILITIES: Accounts payable Retainage payable Interfund payables Due to other governments Other liabilities Unearned revenues Total liabilities Exhibit 1 General Other Capital Governmental Debt Service Projects Funds Exhibit HI Total Governmental Funds $ 23,722,672 $ 4,698,510 $ 128,462,532 $ 13,611,334 $ 170,495,048 5,499,459 255,856 - - 5,755,315 75,449 13,913 380,394 40,305 510,061 3,732,673 - - 491,149 4,223,822 222,226 - - 169,357 391,583 513,003 - 1,103,963 396,994 2,013,960 $ 33,765,482 $ 4,968,279 $ 129,946,889 $ 14,709,139 $ 183,389,789 4,650,263 - 1,195,972 1,466,250 7,312,485 - - 241,414 - 241,414 - - - 169,357 169,357 305 - - - 305 464,715 - - - 464,715 - - 80,300,943 16,576 80,317,519 5,115,283 - 81,738,329 1,652,183 88,505,795 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - property taxes 514,960 241,438 - - 756,398 Unavailable revenue - general services 1,783,954 - - - 1,783,954 Unavailable revenue - intergovernmental 513,003 - 1,103,963 162,438 1,779,404 Total deferred inflows of resources 2,811,917 241,438 1,103,963 162,438 4,319,756 FUND BALANCES: Restricted for: Debt service Parks and recreation Streets and drainage projects Other capital projects Other grants and purposes Committed to: Streets Parks and recreation Other purposes Assigned to: Streets and drainage projects Use of reserves Capital projects Other purposes Unassigned Total fund balances Total liabilities, deferred inflows of resources and fund balances 4,726,841 - - 4,726,841 - 6,096,429 5,488,461 11,584,890 - 25,790,648 - 25,790,648 - 11,925,978 - 11,925,978 - 2,321,009 2,321,009 916,613 916,613 573,429 573,429 3,560,159 3,560,159 - - 423,152 - 423,152 661,545 - - - 661,545 - - 2,868,390 - 2,868,390 - - - 34,847 34,847 25,176,737 - - - 25,176,737 25,838,282 4,726,841 47,104,597 12,894,518 90,564,238 $ 33,765,482 $ 4,968,279 $ 129,946,889 $ 14,709,139 $ 183,389,789 The notes to the basic financial statements are an integral part of this statement. 09 Exhibit 1 CITY OF DENTON, TEXAS RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION AS OF SEPTEMBER 30, 2014 Total fund balances - governmental funds (Exhibit IH) Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not financial resources and therefore are not reported as assets in governmental funds. Certain receivables will be collected next year but are not available soon enough to pay for the current period's expenditures and therefore are reported as unearned revenues in the funds. An internal charge to business -type activities is not recorded at the fund level. Several internal service funds are used by the City's management. The assets, liabilities, and deferred outflows of the internal service funds are included with governmental activities. Total assets of internal service funds $ 33,727,399 Less: Capital assets reported above (8,945,594) Less: Total liabilities of internal service funds (13,568,707) Liabilities reported below 4,031,876 Deferred loss on refundings reported below 68,359 Long -term liabilities, including bonds payable, and deferred outflows of resources are not due and payable in the current period and therefore are not reported as liabilities in the funds. Long -term liabilities and deferred outflows of resources at year -end consist of: General obligation bonds payable Certificates of obligation payable Bond (premiums) /discounts Deferred loss on refundings Debt issuance costs - insurance Accrued interest on the bonds Capital leases payable Municipal pension obligation Other post employment benefits liability Compensated absences Total net position of governmental activities (Exhibit I) The notes to the basic financial statements are an integral part of this exhibit. QI $ (78,316,161) (41,570,000) (3,593,057) 1,335,558 50,779 (706,431) (1,102,864) (4,671,073) (3,067,335) (11,917,570) Exhibit IV $ 90,564,238 212,487,062 4,319,756 (9,881,745) 15,313,333 (143,558,154) $ 169,244,490 Exhibit 1 CITY OF DENTON, TEXAS Exhibit V STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 REVENUES: Taxes Licenses and permits Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: Current: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Bond issuance costs Interest and other charges Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Refunding bonds issued Payment to refunded bond escrow agent Issuance of long -term debt Premium on debt issuance Sale of capital assets Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Other Total General Capital Governmental Governmental Fund Debt Service Projects Funds Funds $ 61,779,192 $ 15,051,614 $ - $ 2,228,149 $ 79,058,955 1,978,421 - - - 1,978,421 13,889,670 - - 7,111,757 21,001,427 4,539,209 - - 1,722,370 6,261,579 5,913,566 - - 4,273,629 10,187,195 172,684 69,607 263,908 57,037 563,236 1,383,267 - 4,704,254 4,898,607 10,986,128 120,680 - 1,780,633 746,847 2,648,160 89,776,689 15,121,221 6,748,795 21,038,396 132,685,101 23,337,639 - 265,456 4,585,627 28,188,722 50,949,715 - 4,703 2,425,646 53,380,064 2,854,761 - 41,017 7,084,219 9,979,997 10,891,862 - 29,972 1,886,867 12,808,701 573,903 - 17,971,822 2,114,736 20,660,461 - 10,652,817 - 50,254 10,703,071 - 25,836 60,964 - 86,800 - 4,729,967 3,047 8,243 4,741,257 88,607,880 15,408,620 18,376,981 18,155,592 140,549,073 1,168,809 (287,399) (11,628,186) 2,882,804 (7,863,972) - 3,130,000 - - 3,130,000 - (3,194,293) - - (3,194,293) - 12,635,000 - 12,635,000 - 90,035 545,002 - 635,037 85,059 - - - 85,059 - 415,691 2,522,375 658,367 3,596,433 (1,170,764) - (13,826) (1,551,127) (2,735,717) (1,085,705) 441,433 15,688,551 (892,760) 14,151,519 83,104 154,034 4,060,365 1,990,044 6,287,547 Fund balance at beginning of year 25,755,178 4,572,807 43,044,232 10,904,474 84,276,691 Fund balances at end of year $ 25,838,282 $ 4,726,841 $ 47,104,597 $ 12,894,518 $ 90,564,238 The notes to the basic financial statements are an integral part of this statement. `CIA Exhibit 1 CITY OF DENTON, TEXAS Exhibit VI RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2014 Net change in fund balances - total governmental funds (Exhibit V) $ 6,287,547 Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlay ($20,660,461) is different from depreciation and retirement of assets ($12,729,808 = $14,411,575 total governmental minus $1,681,767 internal service portion) in the current period. 7,930,653 Revenues in the statement of activities that do not provide current financial resources are not reported as revenues in the funds. Such amounts are recorded in the funds when considered available. 107,591 The net effect of various miscellaneous transactions involving capital assets (i.e., sales, trade -ins and donations) is to increase net position. 3,599,550 Bond proceeds provide current financial resources to governmental funds, but issuing debt increases long -term liabilities in the statement of net position. Repayment of bond principal is an expenditure in the governmental funds, but the repayment reduces long -term liabilities in the statement of net position. This is the amount by which proceeds exceeded payments. (1,926,853) Fund -level financials report insurance costs related to bonds as expenditures; however, these are deferred and amortized on the government -wide financials. (181,771) Certain expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds. (2,118,796) Internal service funds are used by management to charge the costs of certain activities, such as insurance and technology services, to individual funds. A portion of the net revenue (expense) of certain internal service funds is reported with governmental activities. The amount reported with business -type activities is $1,001,086. 884,908 Change in net position of governmental activities (Exhibit Il) $ 14,582,829 The notes to the basic financial statements are an integral part of this statement. 23 Exhibit 1 24 Exhibit 1 CITY OF DENTON, TEXAS Exhibit VII STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET TO ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2014 EXPENDITURES: (USES): Variance with Current: Sale of capital assets Adjustments - Actual on a Final Budget - General government Budgeted Amounts Actual Budgetary Budgetary Positive (81,178) Original Final Amounts Basis Basis (Negative) REVENUES: Public works 3,035,799 3,014,104 2,854,761 1,192 2,855,953 Taxes $ 61,426,053 $ 61,426,053 $ 61,779,192 $ - $ 61,779,192 $ 353,139 Licenses and permits 1,774,942 1,774,942 1,978,421 - 1,978,421 203,479 Franchise fees 14,128,775 14,128,775 13,889,670 - 13,889,670 (239,105) Fines and forfeitures 4,725,089 4,725,089 4,539,209 - 4,539,209 (185,880) Fees for services 6,130,164 6,130,164 5,913,566 272,736 6,186,302 56,138 Investment revenue 175,000 175,000 172,684 - 172,684 (2,316) Intergovernmental 1,116,100 1,116,100 1,383,267 - 1,383,267 267,167 Miscellaneous 261,825 261,825 120,680 - 120,680 (141,145) Total revenues 89,737,948 89,737,948 89,776,689 272,736 90,049,425 311,477 EXPENDITURES: (USES): Current: Sale of capital assets 91,000 91,000 85,059 - 85,059 General government 31,140,274 31,239,135 23,337,639 7,982,674 31,320,313 (81,178) Public safety 52,249,273 52,232,303 50,949,715 39,627 50,989,342 1,242,961 Public works 3,035,799 3,014,104 2,854,761 1,192 2,855,953 158,151 Parks and recreation 11,553,096 11,469,076 10,891,862 77,587 10,969,449 499,627 Capital outlay 867,953 478,978 573,903 - 573,903 (94,925) Total expenditures 98,846,395 98,433,596 88,607,880 8,101,080 96,708,960 1,724,636 Excess (deficiency) of revenues over (under) expenditures (9,108,447) (8,695,648) 1,168,809 (7,828,344) (6,659,535) 2,036,113 OTHER FINANCING SOURCES (USES): Sale of capital assets 91,000 91,000 85,059 - 85,059 (5,941) Transfer in 7,829,273 7,829,273 7,828,344 7,828,344 (929) Transfers out (188,865) (841,664) (1,170,764) - (1,170,764) (329,100) Total other financing sources (uses) 7,731,408 7,078,609 (1,085,705) 7,828,344 6,742,639 (335,970) Excess (deficiency) of revenues and other sources over (under) expenditures and other uses (1,377,039) (1,617,039) 83,104 - 83,104 1,700,143 Fund balances at beginning of year 25,755,178 25,755,178 25,755,178 - 25,755,178 - Fund balance at end of year $ 24,378,139 $ 24,138,139 $ 25,838,282 $ - $ 25,838,282 $ 1,700,143 Adjustments - Budgetary Basis are expenditures allocated to and reimbursed by other funds. These expenditures are recorded in the other funds' financials. The notes to the basic financial statements are an integral part of this statement. W Exhibit 1 CITY OF DENTON, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2014 01- Business -type Activities - Enterprise Funds Electric Water Wastewater Solid System System System Waste ASSETS: Current assets: Cash, cash equivalents and investments, at fair value $ 66,945,818 $ 34,653,396 $ 22,953,446 $ 4,314,927 Receivables, net of allowances: Accounts 7,583,692 1,622,532 1,226,504 1,135,333 Unbilled utility service 6,707,001 1,431,941 1,064,358 930,747 Accrued interest 198,310 102,590 67,967 12,775 Other 354,262 - - - Interfund receivables 3,002,278 502,772 132,724 - Merchandise inventory - - - - Prepaid items 57,358,923 - - - Unamortized debt issuance costs - insurance 15,171 17,294 4,478 1,065 Total current assets 142,165,455 38,330,525 25,449,477 6,394,847 Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value 68,101,122 33,807,766 26,775,889 18,433,214 Escrow deposit 50,000 - - Accrued interest 201,657 100,109 79,287 54,583 Other receivables 1,194,061 - - - Total restricted assets 69,496,840 33,957,875 26,855,176 18,487,797 Unamortized debt issuance costs - insurance 76,288 102,139 12,042 4,983 Capital assets, net of accumulated depreciation 243,623,480 242,070,673 175,221,519 41,612,138 Total noncurrent assets 313,196,608 276,130,687 202,088,737 60,104,918 Total assets 455,362,063 314,461,212 227,538,214 66,499,765 DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding 1,262,066 2,344,590 705,399 130,511 Total deferred outflows of resources 1,262,066 2,344,590 705,399 130,511 LIABILITIES: Current liabilities: Accounts payable 10,576,400 1,237,530 461,286 750,589 Retainage payable - 534,560 2,811 4,696 Claims payable - - - - Compensated absences payable 890,801 434,134 344,814 399,246 Leases payable - - - - Deposits 4,339,289 306,433 46,905 149,851 Accrued interest - - - - Interfund payables - - - - Unearned revenue 1,597,418 - - - Payable from restricted assets: Accounts payable 300,092 405,205 1,769,369 119,691 Arbitrage payable - - - - Retainage payable 199,242 1,306,824 254,879 145,802 Accrued interest 2,423,815 1,286,722 462,452 256,567 Revenue and certificate and general obligation bonds 15,421,769 9,625,175 5,009,691 5,717,500 Total current liabilities paid from restricted assets 18,344,918 12,623,926 7,496,391 6,239,560 Total current liabilities 35,748,826 15,136,583 8,352,207 7,543,942 01- Exhibit 1 Exhibit VIII 20,015 Governmental - Activities - Total Internal Enterprise Service Airport Funds Funds $ 5,876,819 $ 134,744,406 $ 19,077,763 20,015 11,588,076 - - 10,134,047 - 17,402 399,044 56,417 194,274 548,536 104,715 - 3,637,774 - - - 5,345,210 - 57,358,923 17,700 - 38,008 - 6,108,510 218,448,814 24,601,805 1,548,150 148,666,141 - - 50,000 180,000 4,584 440,220 - - 1,194,061 - 1,552,734 150,350,422 180,000 - 195,452 - 13,083,271 715,611,081 8,945,594 14,636,005 866,156,955 9,125,594 20,744,515 1,084,605,769 33,727,399 23,873 4,466,439 68,359 23,873 4,466,439 68,359 193,638 13,219,443 2,040,491 15,691 557,758 - - - 1,468,509 23,894 2,092,889 449,549 - - 300,972 - 4,842,478 - 42,538 42,538 8,097 - - 3,860,000 - 1,597,418 - - 2,594,357 21,192 - 1,906,747 - - 4,429,556 - 294,547 36,068,682 341,739 294,547 44,999,342 362,931 570,308 67,351,866 8,490,549 (continued) 27 CITY OF DENTON, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2014 Noncurrent liabilities: Leases payable Payable from restricted assets: General obligation bonds payable Certificates of obligation Revenue bonds payable, net of premium/discount Compensated absences payable Claims payable Municipal pension obligation Other post employment benefits Landfill closure/postclosure costs Total noncurrent liabilities Total liabilities NET POSITION: Exhibit 1 Business -type Activities - Enterprise Funds Electric Water Wastewater Solid System System System Waste 27,170,009 208,577,112 37,243,492 172,630 914,275 428,150 33,230,635 25,240,187 53,682,920 49,864 682,326 475,818 15,474,204 21,979,807 10,755,257 58,293 529,800 305,023 L "14,5U5,6625 113,361; /5U 49,102,384 310,254,494 128,498,333 57,454,591 2,953,933 27,897,819 141,972 589,087 355,407 6,419,592 38,357,810 45,901,752 Net investment in capital assets 77,067,219 138,627,367 141,582,133 17,139,361 Restricted for debt service 6,970,643 11,260,183 3,399,090 - Restricted for capital acquisition - 3,731,476 2,695,213 - Unrestricted 62,331,773 34,688,443 23,112,586 3,589,163 Total net position $ 146,369,635 $ 188,307,469 $ 170,789,022 $ 20,728,524 Adjustment to reflect inclusion of internal service fund activities related to enterprise funds. Net position of business -type activities (Exhibit I) The notes to the basic financial statements are an integral part of this statement. 28 Airport Exhibit 1 Exhibit VIII Governmental Activities - Total Internal Enterprise Service Funds Funds $ - $ - $ 639,157 958,917 79,787,698 1,297,270 4,028,884 287,723,809 - - 101,681,669 - 1,744 424,503 104,975 - - 2,078,280 12,980 2,728,468 618,637 21,524 1,585,922 339,839 - 6,419,592 - 5,024,049 480,351,661 5,078,158 5,594,357 547,703,527 13,568,707 9,262,233 383,678,313 6,434,815 - 21,629,916 - - 6,426,689 - 5,911,798 129,633,763 13,792,236 $ 15,174,031 $ 541,368,681 $ 20,227,051 9,881,745 $ 551,250,426 (concluded) `f Exhibit 1 CITY OF DENTON, TEXAS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 Business -type Activities - Enterprise Funds Net position at beginning of year - as previously stag 154,665,366 176,289,397 161,594,111 18,376,197 Prior period adjustment (Note LE) (819,960) (523,199) 127,951 (136,982) Net position at beginning of year 153,845,406 175,766,198 161,722,062 18,239,215 Total net position at end of year $ 146,369,635 $ 188,307,469 $ 170,789,022 $ 20,728,524 Change in fund net position of proprietary funds Adjustment to reflect inclusion of internal service fund activities related to enterprise funds. Change in net position of business -type activities (Exhibit II) The notes to the basic financial statements are an integral part of this statement. Kid Electric Water Wastewater Solid System System System Waste OPERATING REVENUES: Utility services $ 147,942,827 $ 30,462,464 $ 25,720,868 $ 25,591,135 Charges for goods and services - - - - Other fees 2,419,680 879,027 1,241,312 389,779 Miscellaneous - - - - Total operating revenues 150,362,507 31,341,491 26,962,180 25,980,914 OPERATING EXPENSES: Operating expenses before depreciation 144,184,900 15,994,992 15,440,233 18,910,298 Depreciation 7,060,148 5,604,338 5,893,941 4,426,074 Total operating expenses 151,245,048 21,599,330 21,334,174 23,336,372 Operating income (loss) (882,541) 9,742,161 5,628,006 2,644,542 NON - OPERATING REVENUES (EXPENSES): Investment revenue 671,293 321,467 233,119 95,003 Interest expense and fiscal charges (6,941,372) (2,873,882) (1,119,647) (727,967) Impact fee revenue - 3,524,312 1,667,574 - Gain (loss) on disposal of capital assets (99,902) 40,021 32,301 448,691 Gas well revenues - - - - Other non - operating revenues (expenses) - 231,610 106,382 - Total non - operating revenues (expenses) (6,369,981) 1,243,528 919,729 (184,273) Income (loss) before contributions and transfers (7,252,522) 10,985,689 6,547,735 2,460,269 CONTRIBUTIONS AND TRANSFERS: Capital contributions - 1,544,084 3,123,294 - Transfers in 43,159 153,030 20,308 29,040 Transfers out (266,408) (141,532) (624,377) - Total contributions and transfers (223,249) 1,555,582 2,519,225 29,040 Change in net position (7,475,771) 12,541,271 9,066,960 2,489,309 Net position at beginning of year - as previously stag 154,665,366 176,289,397 161,594,111 18,376,197 Prior period adjustment (Note LE) (819,960) (523,199) 127,951 (136,982) Net position at beginning of year 153,845,406 175,766,198 161,722,062 18,239,215 Total net position at end of year $ 146,369,635 $ 188,307,469 $ 170,789,022 $ 20,728,524 Change in fund net position of proprietary funds Adjustment to reflect inclusion of internal service fund activities related to enterprise funds. Change in net position of business -type activities (Exhibit II) The notes to the basic financial statements are an integral part of this statement. Kid Exhibit 1 Exhibit IX 17,035,179 1,001,086 $ 18,036,265 M Governmental Activities - Total Internal Enterprise Service Airport Funds Funds $ - $ 229,717,294 $ - 746,608 746,608 53,639,834 16,667 4,946,465 - 44,024 44,024 1,052,697 807,299 235,454,391 54,692,531 1,654,118 196,184,541 51,086,085 552,675 23,537,176 1,681,767 2,206,793 219,721,717 52,767,852 (1,399,494) 15,732,674 1,924,679 34,848 1,355,730 75,415 (43,886) (11,706,754) (113,712) - 5,191,886 - (196,083) 225,028 - 1,118,526 1,118,526 - 337,992 - 913,405 (3,477,592) (38,297) (486,089) 12,255,082 1,886,382 989,244 5,656,622 - - 245,537 88,896 (89,745) (1,122,062) (89,284) 899,499 4,780,097 (388) 413,410 17,035,179 1,885,994 14,774,799 525,699,870 18,351,661 (14,178) (1,366,368) (10,604) 14,760,621 524,333,502 18,341,057 $ 15,174,031 $ 541,368,681 $ 20,227,051 17,035,179 1,001,086 $ 18,036,265 M Exhibit 1 CITY OF DENTON, TEXAS STATEMENT OF CASH FLOWS PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 Increase in capital lease obligations The notes to the basic financial statements are an integral part of this statement. WA Business -type Activities - Enterprise Funds Electric Water Wastewater System System System CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers $ 146,965,970 $ 31,623,265 $ 26,964,455 Cash paid to employees for services (11,016,979) (8,787,173) (6,659,452) Cash paid to suppliers (139,558,059) (6,747,944) (7,245,274) Net cash provided (used) by operating activities (3,609,068) 16,088,148 13,059,729 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers out (266,408) (65,036) (519,072) Transfers in 43,159 47,725 20,308 Proceeds from issuance of debt 13,480,875 - Net cash provided (used) by noncapital financing activities: 13,257,626 (17,311) (498,764) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Principal payments on capital debt (12,700,348) (26,655,000) (4,559,652) Interest and fiscal charges (7,574,227) (3,908,411) (1,490,197) Principal payments under capital lease obligation - - (107,168) Proceeds from issuance of debt 58,991,217 26,671,200 6,530,024 Proceeds from gas wells - - - Proceeds from impact fees - 3,524,312 1,667,574 Proceeds from sale of capital assets 34,341 40,021 160,497 Acquisition and construction of capital assets (49,668,293) (13,069,403) (9,581,547) Net cash provided (used) by capital financing activities (10,917,310) (13,397,281) (7,380,469) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities 50,608,576 21,727,988 12,796,263 Purchase of investment securities (50,641,576) (24,652,118) (17,787,071) Interest received on investments 722,623 336,585 233,359 Net cash provided (used) by investing activities 689,623 (2,587,545) (4,757,449) Net increase (decrease) in cash and cash equivalents (579,129) 86,011 423,047 Cash and cash equivalents at beginning of year 15,175,093 7,331,723 4,960,189 Cash and cash equivalents at end of year 14,595,964 7,417,734 5,383,236 Investments, at fair value (Note IV.A.) 120,450,976 61,043,428 44,346,099 Cash, cash equivalents and investments, at fair value $ 135,046,940 $ 68,461,162 $ 49,729,335 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) $ (882,541) $ 9,742,161 $ 5,628,006 Adjustments: Depreciation expense 7,060,148 5,604,338 5,893,941 Decrease(Increase)in receivables 472,571 484,366 58,967 Decrease (Increase) in interfund receivables 66,634 (202,592) (56,691) Increase in inventories - - - Decrease in prepaid items (9,241,650) - - Increase (Decrease) in accounts payable 2,573,647 679,532 1,478,667 Decrease in unearned revenue (3,935,742) - - Increase (Decrease) in compensated absences payable 176,336 (96,755) (3,415) Increase (Decrease) in municipal pension obligations - (126,174) 3,712 Increase in other post employment benefits 6,407 3,272 56,542 Increase in closure /postclosure liability 95,122 - - Increase in interfund payables - - - Total adjustments (2,726,527) 6,345,987 7,431,723 Net cash provided (used) by operating activities $ (3,609168) $ 16,088,148 $ 13,059,729 NONCASH CAPITAL, INVESTING AND FINANCING ACTIVITIES: Increase in fair value of investments 23,451 12,716 10,059 Increase (decrease) in equity due to non -cash transfers - 28,809 (105,305) Capital asset contributions - 1,544,084 3,123,294 Increase in capital lease obligations The notes to the basic financial statements are an integral part of this statement. WA Exhibit 1 Exhibit X 33 Governmental Activities Total Internal Solid Enterprise Service Waste Airport Funds Funds $ 26,010,717 $ 813,530 $ 232,377,937 $ 55,052,091 (8,720,578) (578,832) (35,763,014) (8,072,589) (9,871,258) (922,643) (164,345,178) (41,856,409) 7,418,881 (687,945) 32,269,745 5,123,093 - (89,745) (940,261) (73,087) 29,040 - 140,232 12,400 - - 13,480,875 - 29,040 (89,745) 12,680,846 (60,687) (4,896,527) (205,388) (49,016,915) (360,194) (932,339) (61,950) (13,967,124) (119,161) (256,319) - (363,487) (1,084,218) 8,488,045 1,758,082 102,438,568 35,872 - 1,193,339 1,193,339 - - - 5,191,886 - 448,691 - 683,550 22,983 (9,342,705) (1,156,080) (82,818,028) (480,183) (6,491,154) 1,528,003 (36,658,211) (1,984,901) 6,130,890 1,938,006 93,201,723 4,858,189 (7,152,725) (2,662,643) (102,896,133) (7,705,705) 99,839 34,961 1,427,367 75,047 (921,996) (689,676) (8,267,043) (2,772,469) 34,771 60,637 25,337 305,036 2,428,144 743,083 30,638,232 1,782,272 2,462,915 803,720 30,663,569 2,087,308 20,285,226 6,621,249 252,746,978 16,990,455 $ 22,748,141 $ 7,424,969 $ 283,410,547 $ 19,077,763 $ 2,644,542 $ (1,399,494) $ 15,732,674 $ 1,924,679 4,426,074 552,675 23,537,176 1,681,767 23,649 6,231 1,045,784 359,559 - - (192,649) - - - - (403,667) - - (9,241,650) (17,700) (146,019) 144,150 4,729,977 755,560 - - (3,935,742) - 24,544 4,581 105,291 234,257 4,127 91 (118,244) 147,868 66,428 3,821 136,470 145,770 375,536 - 470,658 - - - - 295,000 4,774,339 711,549 16,537,071 3,198,414 $ 7,418,881 $ (687,945) $ 32,269,745 $ 5,123,093 4,240 1,496 51,962 4,121 - - (76,496) 60,299 - 989,244 5,656,622 60,299 - - - 1,254,087 33 Exhibit 1 CITY OF DENTON, TEXAS STATEMENT OF ASSETS AND LIABILITIES AGENCY FUNDS AS OF SEPTEMBER 30, 2014 Exhibit XI Total Agency Funds ASSETS: Cash, cash equivalents and investments, at fair value $ 1,992,341 Accrued interest 679 Other assets 111,622 Total assets $ 2,104,642 LIABILITIES: Accounts payable 2,104,642 Total liabilities $ 2,104,642 The notes to the basic financial statements are an integral part of this statement. 34 Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS SEPTEMBER 30, 2014 I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The City of Denton is a municipal corporation governed by an elected seven - member council consisting of a mayor elected at large and six councilpersons, four representing specific geographical districts and two elected at large. The City receives funding from state and federal government sources and must comply with the requirements of these funding source entities. However, the City is not included in any other governmental "reporting entity," as defined in pronouncements by the Governmental Accounting Standards Board (GASB), as council members are elected by the public and have decision - making authority, the authority to levy taxes, the power to designate management, the ability to significantly influence operations, and primary accountability for fiscal matters. The financial statements of the City have been prepared to conform to accounting principles generally accepted (GAAP) in the United States of America as applicable to state and local governments. Generally accepted accounting principles for local governments include principles prescribed by GASB, the accepted standard- setting body for establishing governmental accounting and financial reporting principles. The following is a summary of the more significant policies. A. Reporting entity An elected seven - member council consisting of a mayor and six councilpersons govern the City. As required by accounting principles generally accepted in the United States of America, these financial statements present the City (the primary government) and its component units, which are entities for which the City is considered to be financially accountable. Blended component units, although legally separate entities, are, in substance, part of the City's operations, and so data from these units are combined with data of the primary government. A discretely presented component unit, on the other hand, is reported in a separate column in the government -wide financial statements to emphasize it is legally separate from the City. The City had no component units, discretely presented or blended, at September 30, 2014. B. Government -wide and fund financial statements The basic financial statements include both government -wide (based on the City as a whole) and fund financial statements. The reporting focus is either the City as a whole (government -wide financial statements) or major individual funds (within the fund financial statements). The government -wide financial statements (i.e., the statement of net position and the statement of activities) report information on all non - fiduciary activities of the primary government. For the most part, the effect of inter -fund activity has been removed from these statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business -type activities, which rely to a significant extent on fees and charges for support. The government -wide statement of activities demonstrates the degree to which the direct expenses of a functional category (public safety, public works, etc.) or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include (1) charges to customers or applicants who purchase, use or directly benefit from goods, services or privileges provided by a given function or segment; (2) grants and contributions that are restricted to meeting operational requirements of a particular function or segment; and (3) grants and contributions that are restricted to meeting the capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. The net cost (by function or business -type activity) is normally covered by general revenue (property taxes, sales taxes, franchise fees, interest income, etc.). Separate fund financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even though the latter are excluded from the government -wide financial statements. Major governmental funds and major enterprise funds are reported as separate columns in the fund financial statements. GASB Statement No. 34 sets forth minimum criteria (percentage of assets, liabilities, revenues or expenditures /expenses of either fund category and for the governmental and enterprise funds combined) Kl.". Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 for the determination of major funds. Non -major funds are combined in a column in the fund financial statements. Internal service funds, which traditionally provide services primarily to other funds of the government, are presented in summary form as part of the proprietary fund financial statements. The financial statements of internal service funds are allocated (based on the percentage of goods or services provided) between the governmental and business -type activities when presented at the government -wide level. The City's fiduciary funds are presented in the fund financial statements. Since by definition these assets are being held for the benefit of a third party (other local governments, individuals, etc.) and cannot be used to address activities or obligations of the government, these funds are not incorporated into the government - wide statements. The government -wide focus is more on the sustainability of the City as an entity and the change in aggregate financial position resulting from the activities of the fiscal period. The focus of the fund financial statements is on the major individual funds of the governmental and business -type categories, as well as the fiduciary funds (by category). Each presentation provides valuable information that can be analyzed and compared to enhance the usefulness of the information. C. Measurement focus, basis of accounting and financial statement presentation The government -wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund statements. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund -level financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Property tax, franchise fees, sales tax and other taxes associated with the current fiscal period are all susceptible to accrual and so have been recognized as revenues of the current fiscal period. All of the other revenue items are considered to be measurable and available only when cash is received. The City reports the following major governmental funds: The general fund is the City's primary operating fund. All general tax revenues and other receipts that are not allocated by law or contractual agreement to some other fund are accounted for in this fund. From the fund are paid general operating costs, fixed charges and capital improvement costs that are not paid through other funds. The debt service fund accounts for the accumulation of financial resources for the payment of principal, interest and related costs on general long -term debt, paid primarily by taxes levied by the City. On a budgetary- basis, the debt service fund also accounts for pass - through debt service payments from the self - supporting proprietary funds. The capital projects fund accounts for financial resources used for the acquisition or construction of capital other than those recorded in the enterprise funds and internal service funds. Other governmental funds are a summarization of all of the non -major governmental funds. K% Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 The City reports the following major proprietary funds: The City utility system is made up of three separate funds as follows: The electric fund accounts for electrical utility services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The water fund accounts for water utility services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The wastewater fund accounts for sewer and storm water services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The City provides additional services through the following funds: The solid waste fund accounts for the provision of solid waste services to the residents of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The airport fund accounts for the airport services to the public and is funded through operational and gas well revenues. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The City additionally reports the following funds: Internal service funds are used to account for the financing of materials and services provided by one department of the City to other departments of the City on a cost - reimbursement basis. Agency funds are used to account for the payment of payroll, developers' escrow funds, and other similar liabilities. The City holds the assets in an agency capacity for individuals, private organizations or other governments. Proprietary funds distinguish operating revenues and expenses from non - operating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of the City's electric, water, wastewater, solid waste, and airport funds are charges to customers for services. Operating expenses for the enterprise funds and internal service funds include the cost of sales and services, administrative expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as non - operating revenues and expenses. For deferred charges, the City recognizes, as an asset or a liability, the difference between the electric fund's energy cost adjustment (ECA) revenue collected and related costs. When both restricted and unrestricted resources are available for use, it is the City's policy to use restricted resources first, then unrestricted resources as they are needed. D. Assets, liabilities and net assets or equity 1. Cash, cash equivalents and investments The City's cash and cash equivalents are considered to be cash on hand, demand deposits and short- term investments with original maturities of three months or less from the date of acquisition. 37 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Investments are carried at fair value or cost, if maturities are one year or less. Fair value is determined as the price at which two willing parties would complete an exchange. The City uses a pooled cash and investment fund to hold and account for all of the City's investments. For financial reporting purposes, the investment balances in the pooled fund are allocated back to the individuals funds based on their respective share of the pooled total. Interest earned on investments is also allocated back and recorded directly to the individual funds on a monthly basis. 2. Receivables Outstanding balances between funds are reported as "interfund receivables /payables." Any residual balances between governmental activities and business -type activities are reported in the government - wide statements as "internal balances." Trade and property tax receivables are shown net of an allowance for uncollectible accounts. The City accrues amounts for utility services provided in September, but not billed at September 30, 2014. 3. Inventories Inventories of supplies are maintained at the City warehouse for use by all City funds and are accounted for by the consumption method. Cost is determined using a moving average method. No inventories exist in the governmental fund types. 4. Prepaid items Certain costs applicable to future accounting periods are recorded as prepaid items. During 2010 the City prepaid certain contractual obligations to the Texas Municipal Power Agency (TMPA) relating to the cost of TMPA providing energy to the City. The benefit from the prepayment is being amortized over the benefit period of 15 years, of which 10.5 years is remaining. 5. Restricted assets Certain proceeds of the City's governmental and proprietary fund revenue bonds, general obligation bonds, and certificates of obligation, as well as certain resources set aside for their repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. Assets collected from impact fees are limited by state statute in use and also shown as restricted on the balance sheet of the Water and Wastewater funds. 6. Capital assets Capital assets, which include property, plant, equipment and infrastructure assets (e.g., roads, bridges, sidewalks and similar items) are reported in applicable governmental or business -type activities columns in the government -wide financial statements and in the proprietary fund financial statements. The City defines capital assets as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at estimated fair value at the time received. Major outlays for capital assets and improvements are capitalized as projects are constructed. Net interest incurred during the construction phase of capital assets of business -type activities and enterprise funds is included as part of the capitalized value of the assets constructed. For 2014, net interest capitalization of $1,999,672 was recorded for electric fund projects, $2,026,952 for water fund projects, $616,429 for wastewater fund projects, $308,469 for solid waste fund projects and $95,291 for airport fund projects. 38 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Capital assets are depreciated using the straight -line method over the following useful lives: Assets Years Buildings 40 Infrastructure 20-40 General improvements 10 Machinery and equipment 10-20 Furniture and office equipment 10 Computer equipment/software 3-10 Plant and equipment 5 Underground pipe 40 Water storage rights 50-100 Water recreation rights 50 Communication equipment 5 Vehicles 3-10 Renewals and betterments of property and equipment are capitalized, whereas normal repair and maintenance are charged to expense as incurred. 7. Compensated absences The City allows full -time employees to accumulate unused vacation up to 320 hours (480 for Civil Service Fire employees.) Upon termination, any accumulated vacation time will be paid to an employee. Generally, sick leave is not paid upon termination except for civil service fire fighters and police officers. Firefighters and police officers accumulate unused sick leave up to a maximum of 1080 hours and 720 hours, respectively. All other employees are paid only upon illness while employed by the City. Accumulated vacation and sick leave is accrued when incurred in the government -wide, proprietary and fiduciary fund financial statements. A liability for these amounts is reported in governmental funds only if they have matured, for example, as a result of employee resignations and retirements but have not been paid this amount at the end of the fiscal year. The General Fund and Other Governmental Funds are used to record any payout expenditures of the governmental funds' employees and related liability, while proprietary fund payouts for their employees are recorded as reductions to the liabilities in those funds. 8. Arbitrage Arbitrage involves the investment of the proceeds from the sale of tax- exempt bonds in taxable instruments and securities authorized by the Public Funds Investment Act (Texas Government Code, Chapter 2256) that yield a higher rate, resulting in interest revenue in excess of interest costs. Federal tax code requires that these excess earnings be rebated to the federal government. The Capital Projects Fund has been used in prior years to liquidate governmental funds' related liability. 9. Long -term obligations In the government -wide financial statements and proprietary fund types in the fund financial statements, long -term obligations are reported as liabilities. Bond premiums and discounts are deferred and amortized over the life of the bonds. Bonds payable are reported net of the applicable bond premium or discount. Gain/loss on refunding are reported as deferred outflow /inflow and recognized as a component of interest expense over the remaining life of the old debt or life of the new debt, whichever is shorter. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources of Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 10. Fund equity The City adopted GASB Statement No. 54, "Fund Balance Reporting and Governmental Fund Type Definitions ", and in accordance with the statement, the classifications of governmental fund balances have changed and are as follows: Nonspendable fund balances — includes amounts not in a spendable form or are legally or contractually required to be maintained intact. Examples include inventory or endowments. Restricted fund balance — includes amounts that can be spent only for the specific purposes stipulated by external resource providers, creditors, grantors, and contributors or through enabling legislation. Committed fund balance — includes amounts that can be used only for the specific purposes determined by the City Council through an ordinance and may only be changed or lifted through another ordinance. The ordinance must either adopt or rescind the commitment, as applicable, prior to the last day of the fiscal year for which the commitment is made. The amount subject to the constraint may be determined in the subsequent period. Assigned fund balance - comprises amounts intended to be used for specific purposes. Intent can be expressed by the City Council, or per the policy adopted by an ordinance by the City Council, the City Manager or the City Manager's designee (assistant city manager) may also make an assignment. In governmental funds other than the general fund, assigned fund balance represents the amount that is not restricted or committed and, at a minimum, is intended for the purpose of that fund. Unassigned fund balance — is the residual classification of the general fund and includes all amounts not constrained in the other classifications. Unassigned amounts are technically available for any purpose. When multiple categories of fund balance are available for expenditure and approved for use by the City Council, the City will start with the most restricted category and spend those funds first before moving down to the next category with available funds. Normally this would result in the use of restricted, then committed, then assigned, and lastly, unassigned fund balance. 11. Minimum fund balance policy It is the goal of the City to achieve and maintain an unassigned fund balance in the general fund equal to 20% of budgeted expenditures for unanticipated expenditures, unforeseen revenue fluctuations, or other adverse circumstances. The fund balance level, however, may be reduced to the equivalent of 15% of budgeted expenditures in unusual financial circumstances. However, if such a situation occurs, the City will implement necessary corrective action within a five -year plan to restore the unassigned fund balance to the equivalent of 20% of budgeted expenditures. 12. Net position Net position represents the difference between assets, deferred inflows, deferred outflows, and liabilities. Net investment in capital assets consists of capital assets net of accumulated depreciation and the outstanding balances of any borrowing spent for the acquisition, construction or improvements of those assets. Net position is reported as restricted when there are limitations imposed on their use either through the enabling legislation adopted by the City or through external restrictions imposed by creditors, grantors or laws or regulations of other governments. :1i Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 13. Deferred outflows and inflows of resources In addition to assets, the statement of net position and /or balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position applying to a future period and will not be recognized as an outflow of resources, either expenses or expenditures, until that time. The City only has one item qualifying for reporting in this category. It is the deferred charges on refunding reported in the statements of net position. A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price and is amortized over the shorter of the life of the refunded or refunding debt. In addition to liabilities, the statement of net position and /or balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position applying to a future period and will not be recognized as an inflow of resources, or revenues, until that time. The City has only one type of item qualifying for reporting in this category. At the governmental fund level, billed revenues not yet collected are reported as unavailable revenues. These amounts are deferred and recognized as inflow of resources in the period the amounts become available. E. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses /expenditures during the reporting period. Actual results could differ from those estimates. F. Prior period adjustments Two adjustments have been recorded to the beginning net position. The details of the adjustments are as follows: Net Position at September 30, 2013, as Restated 154,661,661 533,214,161 153, 845,406 175,766,198 161,722,062 18,239,215 14,760,621 1,183,563 3,399,535 4,962,119 One adjustment was an increase to fund balance of $378,569 in the Wastewater Fund due to the reclassification of land from infrastructure. The asset was originally classified as infrastructure and subsequently depreciated. The prior period adjustment is recovering the depreciation and returning the land asset to its original cost. The second adjustment was a decrease in fund -level net position for certain :11 Net Position at Change in Change in September 30, 2013, Reporting for Reporting for as Previously Reported Debt Issuance Costs Depreciation Recovery Government -Wide Information Governmental Activities 155,399,166 (737,505) - Business -Type Activities 534,580,529 (1,744,937) 378,569 Fund Level Information Electric 154,665,366 (819,960) - Water 176,289,397 (523,199) - Wastewater 161,594,111 (250,618) 378,569 Solid Waste 18,376,197 (136,982) - Airport 14,774,799 (14,178) - Materials Management 1,186,789 (3,226) - Fleet Services 3,405,754 (6,219) - Technology Services 4,963,278 (1,159) - Net Position at September 30, 2013, as Restated 154,661,661 533,214,161 153, 845,406 175,766,198 161,722,062 18,239,215 14,760,621 1,183,563 3,399,535 4,962,119 One adjustment was an increase to fund balance of $378,569 in the Wastewater Fund due to the reclassification of land from infrastructure. The asset was originally classified as infrastructure and subsequently depreciated. The prior period adjustment is recovering the depreciation and returning the land asset to its original cost. The second adjustment was a decrease in fund -level net position for certain :11 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 proprietary funds, governmental activities net position in the government -wide statement of activities, and business -type activities net position in the government -wide statement of activities due to the implementation of GASB Statement No. 65 "Items Previously Reported as Assets and Liabilities ". This resulted in issuance costs for debt, previously amortized over the life of the related debt, being now expensed at the time of issue. See footnote V.H. for additional GASB information. IL RECONCILIATION OF GOVERNMENT -WIDE AND FUND FINANCIAL STATEMENTS Explanation of certain differences between the governmental fund statement of revenues, expenditures and changes in fund balances and the government -wide statement of activities Another element of that reconciliation states, "Bond proceeds provide current financial resources to governmental funds, but issuing debt increases long -term liabilities in the statement of net position. Repayment of bond principal is an expenditure in the governmental funds, but the repayment reduces long - term liabilities in the statement of net position. This is the amount by which payments exceeded proceeds." The details of this ($1,926,853) difference are as follows: Debt issued or incurred: Issuance of general obligation debt Issuance of certificates of obligation Principal repayments: Certificates of obligation principal retirement General obligation debt principal retirement Refunded debt principal Lease obligations principal retirement Net adjustment to decrease net changes in fund balances — total governmental funds to arrive at changes in net position of governmental activities $ (7,130,000) (8,635,000) 4,509,485 6,143,332 3,135,076 50,254 $ (1,926,853) Another element of that reconciliation states, "The net effect of various miscellaneous transactions involving capital assets (i.e., sales, trade -ins and donations) is to increase net position." The details of this $3,599,550 difference are as follows: Net effect of transactions involving asset retirements /disposals Capital assets transferred to business -type activities as capital contributions Capital assets transferred from business -type activities Donations of capital assets increase net position in the statement of activities but do not appear in the governmental funds because they are not financial resources Net adjustment to increase net changes in fluid balances - total governmental finds MA $ (512,934) (20,919) 16,197 4,117,206 $ 3,599,550 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Another element of that reconciliation states, "Certain expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds." The details of the ($2,118,796) difference are as follows: Compensated absences Municipal pension obligation Other post employment benefits Accrued interest Net adjustment to decrease net changes in fluid balances - total governmental funds to arrive at changes in net position of governmental activities III. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Budgetary information $ (1,658,604) (17,087) (454,961) 11,856 $ (2,118,796) The City Council follows these procedures, as prescribed by City Charter, in establishing the budgets reflected in the financial statements: 1. Within the time period required by law, the City Manager submits to the City Council a proposed budget for the fiscal year beginning on the following October 1. The operating budget includes proposed expenditures and the means of financing them. 2. Public hearings are conducted prior to the adoption of the budget in order to obtain taxpayer comments. The annual budget adopted by the City Council covers the general fund, non -major special revenue funds (Recreation Fund, Police Confiscation Fund, Tourist and Convention Fund, Gas Well Revenues Fund, Street Improvement Fund, and the Citizens' Park Trusts), the debt service fund, the enterprise funds, and internal service funds. The budget is legally enacted by the City Council through passage of an ordinance prior to the beginning of the fiscal year. The basic financial statements reflect the legal level of control, (i.e. the level at which expenditures cannot legally exceed the appropriated amount) which is established at the total fund level as approved by City Council. 4. The City Charter provides that the City Manager may transfer any part of the unencumbered appropriation balance or the entire balance thereof between programs or general classifications of expenditures within an office, department, agency or organizational unit. (The City Council defines an organizational unit as set forth in Article VIII, Section 8.07 of the City Charter, to be a fund that has been appropriated by the City Council.) City Council approval is not required up to the fund level. The Charter also provides that at any time during the year, at the request of the City Manager, City Council may by resolution transfer any part of the unencumbered appropriation balance or the entire balance thereof from one office, department, agency, or organizational unit to another, as well as make any increases in fund appropriations. Budgets are adopted on a basis for the governmental funds and the budgeted special revenue funds that is generally consistent with generally accepted accounting principles. Budgets for enterprise funds are prepared on the full accrual basis, except certain noncash transactions such as depreciation expense and amortization on debt issuance costs where it is not budgeted, and debt service payments where it is budgeted. Also, during the budgetary process, amounts are included in all fund budgets to recognize administrative transfers between funds for goods or services. These amounts are not included in the reporting of actual activity for the funds. For funds reporting required budget -to- actual comparisons, these administrative transfers are included as adjustments — budgetary basis. 43 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 B. Deficit fund equity The criminal justice fund had a deficit fund balance of ($144,084) at September 30, 2014. The deficit was a result of reimbursement timing and is anticipated to clear in fiscal year 2014 -2015. IV. DETAILED NOTES ON ALL FUNDS A. Deposits and investments In order to facilitate effective cash management practices, the operating cash of all funds is pooled into a common account for the purpose of increasing income through combined investment activities. At year- end, the City had $51,427,202 in cash and cash equivalents of which $1,787,950 is included in the agency funds and $14,828 in petty cash. The Public Funds Investment Act (Texas Government Code) authorizes the City to invest in obligations of the U.S. Treasury, U.S. agencies, fully collateralized repurchase agreements, public fund investment pools, SEC - registered no -load money market mutual funds, investment -grade rated municipal securities of any state, fully collateralized or insured certificates of deposit, and commercial paper rated not less than A -1 or P -1 with a stated maturity of no more than 270 days. The City's investment policy may further restrict those investment options. The investments reported on September 30, 2014 were similar to those held during the fiscal year. The City reports all investments in the financial statements at fair value. At September 30, 2014, the City's investments carried a fair value of $423,548,497 and were as follows: Weighted Average Investment Type Fair Value Maturity (Days) U.S. Treasury Securities - Coupon $ 22,117,853 688 U.S. Agency Securities - Coupon U.S. Agency Securities - Callable Commercial Paper Municipal Bonds - Coupon Certificates of Deposit - Insured and Collateralized Total fair value of investments Portfolio weighted average maturity 222,073,940 465 12,983,583 742 19,992,254 101 30,380,867 462 116,000,000 412 $ 423,548,497 453 Interest rate risk. In accordance with its investment policy, the City manages its exposure to declines in fair values due to interest rate fluctuations by limiting the weighted average maturity of its investment portfolio to less than eighteen months. Credit risk. The City's investment policy limits investments to obligations of the United States of America and its agencies, investment quality obligations of the State of Texas (including Texas municipalities) with a rating not less than AA, fully insured or collateralized Certificates of Deposits, and commercial paper that has a maturity of 270 days or less and a rating of A -1 or P -1. The City's investments in the bonds of U.S. agencies were rated AA+ by Standard & Poor's and AAA by Fitch Ratings. The City's investment in municipal bonds were rated AAA or AA+ by Standard & Poor's. Custodial credit risk. This is the risk that in the event of a bank or counterparty failure, the City's deposits may not be returned. The policy states that all bank deposits of City funds shall be secured by pledged collateral with a market value equal to no less than 102 percent of the principal plus accrued interest less an amount insured by FDIC. As of September 30, 2014, the bank balance for deposits was $52,791,251 and was fully collateralized by the City's third party custodian, Wells Fargo. 44 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Cash, cash equivalents and investments, at fair value are reported together on the financial statements. Investments, at fair value, by fund were as follows: B. Property tax revenue Property taxes attach as an enforceable lien on property as of January 1. Taxes are levied on October 1 and are due and payable at that time; therefore, the legally enforceable claim arises on October 1. A receivable is recorded at that time. All unpaid taxes levied October 1 become delinquent February 1 of the following year. Property taxes at the fund level are recorded as receivables and revenue in the period they become available. Current -year revenues recognized are those ad valorem taxes collected within the current period or soon enough thereafter to pay current liabilities, which is sixty days after year -end. All other outstanding receivables are adjusted from revenue and recognized as deferred inflows of resources for future collections. Current tax collections for the year ended September 30, 2014 were 99.35% of the tax levy. An allowance is provided for delinquent taxes not expected to be collected in the future. At September 30, 2014, the City had a tax rate of $0.68975 per $100 valuation. Based upon the maximum ad valorem tax of $2.50 per $100 valuation imposed by Texas Constitutional law, the City had a tax rate margin of $1.81025. Additional revenues up to $126,341,407 could be raised per year based on the current year's assessed value of $6,979,224,274 before the limit is reached. On December 7, 2011, the City Council approved a Tax Increment Financing Reinvestment Zone (TIRZ 91) for the purpose of dedicating the increase in tax revenues generated within the TIRZ district for development in the downtown area of the City. In fiscal year 2014, the assessed value after adjustments of _,R Other General Debt Capital Governmental Fund Service Projects Funds Unrestricted investments $ 22,710,856 $ 4,187,904 $114,501,979 $ 12,132,071 Change in fair value 10,926 2,015 55,085 5,837 Restricted investments - - - - Change in fair value - - - - Total $ 22,721,782 $ 4,189,919 $114,557,064 $ 12,137,908 Electric Water Wastewater Solid Waste Unrestricted investments $ 59,692,763 $ 30,880,338 $ 20,458,733 $ 3,845,471 Change in fair value 28,718 14,856 9,842 1,850 Restricted investments 60,700,292 30,133,737 23,866,042 16,430,001 Change in fair value 29,203 14,497 11,482 7,904 Total $120,450,976 $ 61,043,428 $ 44,346,099 $ 20,285,226 Internal Total Total City and Service City Other Agency Agency Airport Funds Investments Funds Investments Unrestricted investments $ 5,238,160 $ 16,982,285 $290,630,560 $ 204,293 $290,834,853 Change in fair value 2,520 8,170 139,819 98 139,917 Restricted investments 1,379,905 - 132,509,977 - 132,509,977 Change in fair value 664 - 63,750 - 63,750 Total $ 61621,249 $ 16,990,455 $423,344,106 $ 204,391 $423,548,497 B. Property tax revenue Property taxes attach as an enforceable lien on property as of January 1. Taxes are levied on October 1 and are due and payable at that time; therefore, the legally enforceable claim arises on October 1. A receivable is recorded at that time. All unpaid taxes levied October 1 become delinquent February 1 of the following year. Property taxes at the fund level are recorded as receivables and revenue in the period they become available. Current -year revenues recognized are those ad valorem taxes collected within the current period or soon enough thereafter to pay current liabilities, which is sixty days after year -end. All other outstanding receivables are adjusted from revenue and recognized as deferred inflows of resources for future collections. Current tax collections for the year ended September 30, 2014 were 99.35% of the tax levy. An allowance is provided for delinquent taxes not expected to be collected in the future. At September 30, 2014, the City had a tax rate of $0.68975 per $100 valuation. Based upon the maximum ad valorem tax of $2.50 per $100 valuation imposed by Texas Constitutional law, the City had a tax rate margin of $1.81025. Additional revenues up to $126,341,407 could be raised per year based on the current year's assessed value of $6,979,224,274 before the limit is reached. On December 7, 2011, the City Council approved a Tax Increment Financing Reinvestment Zone (TIRZ 91) for the purpose of dedicating the increase in tax revenues generated within the TIRZ district for development in the downtown area of the City. In fiscal year 2014, the assessed value after adjustments of _,R Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 $100,452,300 for TIRZ 91 was an increase of $21,095,446 over the base fiscal year 2011 assessed value and resulted in $145,506 of property tax revenue recorded in the TIRZ Fund as part of All Other Special Revenue Funds. On February 5, 2013, the City Council approved a Tax Increment Financing Reinvestment Zone (TIRZ 92) for the purpose of dedicating the increase in tax revenues generated within the TIRZ district for development in the Westpark Industrial District. In fiscal year 2014, the assessed value after adjustments of $119,458 established the certified tax value for TIRZ 92. Incremental changes in subsequent fiscal years from the 2014 base value will be used to determine tax revenues due to the TIRZ. Property tax revenue is recorded in the TIRZ Fund as part of All Other Special Revenue Funds. The City created the Rayzor Ranch Public Improvement District No. I in 2014 for the undertaking and financing of public improvements authorized by Chapter 372 of the Texas Local Government Code. The project is located on the City's northern sector, east of Interstate 35, and encompasses approximately 229.693 contiguous acres. The estimated costs of the proposed public improvements total $40 million. The authorized improvement costs will be apportioned 100% to the District. The method of assessment will impose equal shares of the costs of the proposed public improvements on parcels that are similarly benefited. No City property will be assessed, and the City will not be obligated to pay any assessments. C. Receivables Receivables at September 30, 2014 for the City's individual major funds and other funds (non -major funds, internal service funds and fiduciary funds), including the applicable allowances for uncollectible accounts, are shown below. Capital General Debt Service Projects Electric Water Receivables: Taxes $ 5,908,129 $ 414,118 $ - Accounts 140,132 - - 8,586,307 1,837,012 Accrued interest 75,449 13,913 380,394 399,967 202,699 Unbilled utility service - - - 6,707,001 1,431,941 Other 15,142,005 - - 1,548,323 - Gross receivables 21,265,715 428,031 380,394 17,241,598 3,471,652 Less: Allowance for uncollectibles (11,958,134) (158,262) - (1,002,615) (214,480) Net total receivables $ 9,307,581 $ 269,769 $ 380,394 $ 16,238,983 $ 3,257,172 Other Internal Waste- Solid Governmental Service water Waste Airport Funds Funds Total Receivables: Taxes $ - $ - $ - $ - $ - $ 6,322,247 Accounts 1,388,657 1,285,584 24,002 27,184 4,050 13,292,928 Accrued interest 147,254 67,358 21,986 40,305 56,417 1,405,742 Unbilled utility service 1,064,358 930,747 - - - 10,134,047 Other - - 194,274 490,619 100,665 17,475,886 Gross receivables 2,600,269 2,283,689 240,262 558,108 161,132 48,630,850 Less: Allowance for uncollectibles (162,153) (150,251) (3,987) (26,654) - (13,676,536) Net total receivables $ 2,438,116 $ 2,133,438 $ 236,275 $ 531,454 $ 161,132 $ 34,954,314 !Z: Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 D. Capital assets Capital asset balances and transactions for the year ended September 30, 2014 are summarized below and on the following page. Governmental activities: Capital assets not being depreciated: Land Construction in progress Total capital assets not being depreciated Capital assets being depreciated: Buildings Infrastructure Machinery, equipment, and other improvements Total capital assets being depreciated Less accumulated depreciation for: Buildings Infrastructure Machinery, equipment, and other improvements Total accumulated depreciation Total capital assets, being depreciated, net Governmental activities capital assets, net Balance at October 1, 2013 Increases $ 14,612,957 $ 1,151,867 28,527,480 20,436,679 43,140,437 21,588,546 60,796,431 - 223,399,636 7,332,566 74,587,421 9,314,048 35 8,7 83,488 16,646,614 20,925,107 1,540,799 130,792,763 7,436,945 49,339,015 5,433,831 201,056, 885 14,411,5 75 157,726,603 2,235,039 Transfers and Balance at Decreases September 30, 2014 $ - $ 15,764,824 (11,944,371) 37,019,788 (11,944,371) 52,784,612 60,796,431 (769,237) 229,962,965 (2,458,192) 81,443,277 (3,227,429) 372,202,673 - 22,465,906 (489,187) 137,740,521 (2,479,050) 52,293,796 (2,968,237) 212,500,223 (259,192) 159,702,450 $ 200,867,040 $ 23,823,585 $ (12,203,563) $ 212,487,062 47 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Business -type activities: Capital assets not being depreciated: Land Construction in progress Total capital assets not being depreciated Capital assets being depreciated: Buildings Landfill improvements Water rights Infrastructure Plant, machinery, equipment, and other improvements Total capital assets being depreciated Less accumulated depreciation for: Buildings Landfill improvements Water rights Infrastructure Plant, machinery, equipment, and other improvements Total accumulated depreciation Total capital assets, being depreciated, net Business -type activities capital assets, net (continued) Balance at Transfers and Balance at October 1, 2013 Increases Decreases September 30, 2014 $ 17,465,730 $ 3,858,078 $ 963,644 $ 22,287,452 166,993,281 83,664,530 (55,850,857) 194,806,954 184,459,011 87,522,608 (54,887,213) 217,094,406 15,629,389 131,189 - 15,760,578 17,126,394 6,664,032 (155,000) 23,635,426 69,883,098 - - 69,883,098 374,331,384 18,360,776 659,099 393,351,259 282,164,095 31,855,047 (5,300,582) 308,718,560 759,134,360 57,011,044 (4,796,483) 811,348,921 5,341,414 482,232 - 5,823,646 12,704,284 1,739,313 (77,134) 14,366,463 16,962,535 695,989 - 17,658,524 113,740,159 9,055,128 (276,364) 122,518,923 144,352,915 11,564,514 (3,452,739) 152,464,690 293,101,307 23,537,176 (3,806,237) 312,832,246 466,033,053 33,473,868 (990,246) 498,516,675 $ 650,492,064 $ 120,996,476 $ (55,877,459) $ 715,611,081 Transfers and decreases include $963,644 from Wastewater Infrastructure to Land which resulted in a prior year depreciation expense adjustment of $378,569 and $2,400,447 ($104,743 in related accumulated depreciation) transferred from Wastewater Infrastructure to Machinery and Equipment. 48 Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Depreciation expense was charged to activities of funds /functions /programs as follows: Governmental activities: General government $ 2,078,908 Public Safety 1,995,080 Public Works 6,959,226 Parks & Recreation 1,696,594 Capital assets held by the internal service funds are charged to the various functions based upon usage 1,681,767 Total depreciation expense - governmental activities $ 14,411,575 Business -type activities: Electric $ 7,060,148 Water 5,604,338 Wastewater 5,893,941 Solid Waste 4,426,074 Airport 552,675 Total depreciation expense - business -type activities $ 23,537,176 Construction commitments: The City has several major construction /capital projects planned or in progress as of September 30, 2014. These projects are evidenced by contractual commitments with contractors and include: Remaining Project Spent -to -Date Commitment Fire Station 42 Expansion $ 823,493 $ 4,789,941 McKinney Substation Construction 7,766,966 4,348,771 Bonnie Brae Widening - Phase 1 Engineering 4,157,133 3,616,988 Pockrus Electric Reconstruction 5,583,567 3,199,670 Hickory Street Grand Project 864,114 2,277,373 Southwest Elevated Water Storage Tank 3,575,014 2,265,068 Eagle Avenue /Avenue A Wasterwater Reconstruction 298,366 2,082,707 Mayhill Widening - Phase 1 Engineering 3,955,549 1,724,097 _, Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 E. Interfund receivables, payables and transfers A summary of interfund receivables and payables (in thousands) at September 30, 2014, is as follows: Interfund Receivables: Governmental Major Funds Business -Type Major Funds Non -Major Governmental Interfund Payables: General Fund Funds Electric Water Wastewater Total Non -Major Governmental Funds $ - $ 169 $ - $ - $ - $ 169 Internal Service Funds 222 - 3,002 503 133 3,860 Total $ 222 $ 169 $ 3,002 $ 503 $ 133 $ 4,029 The more significant interfund receivables and payables include the following: Interfund receivables Interfund payables Amount Electric fund Internal service funds - materials management $3,002,278 Water fund Internal service funds - materials management 502,772 General fund Internal service funds - materials management 222,226 Non -Major Governmental funds Non -Major Gov't funds grant reimbursement 169,357 The outstanding balances between the Electric, Water, and General Fund and the Materials Management Fund are a result of the cash position in the Materials Management Fund due to inventory purchases. The outstanding balances between the Recreation Fund and the Non -Major Governmental funds are a result of the cash position in the Non -Major Governmental funds due to the timing of grant reimbursements. 619 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Transfers between funds (in thousands) during the year were as follows: Transfers Out: Governmental Major Funds Business-Type Major Funds Capital Non -Major Internal Projects Governmental Electric water wastewater Airport Service Transfers In: General Fund Fund Funds Fund Fund Fund Fund Funds Total Governmental Major Funds: Debt Service Fund $ $ 14 $ $ $ $ 402 $ $ $ 416 Capital Projects Fund 940 - 1,498 9 9 - - 66 2,522 Non -Major Governmental Funds 209 20 257 53 69 50 - 658 Electric Fund 9 - - - - 27 7 43 Water Fund - - 153 - - 153 Wastewater Fund 4 4 - 13 21 Solid waste Fund - 29 - - 29 Internal Service Funds 9 - 80 - 89 Government -wide Governmental Activities - - - - - - 16 16 Total $ 1,171 $ 14 $ 1,551 $ 266 $ 142 $ 624 $ 90 $ 89 $ 3,947 The more significant transfers include the following: Transfers from fund Transfers to fund Amount Non -Major Gov't — Street Improvements Capital Projects $1,111,591 General Capital Projects 939,844 Wastewater Debt Service 401,865 Business -type Major Funds Non -Major Gov't — Street Improvements 379,911 Wastewater Water 153,030 Transfers from the General Fund and the Non -Major Governmental fund — Street Improvements to the Capital Projects Fund were to fund capital projects and vehicle replacements. Transfers from the Business - type Major Funds (Electric, Water, and Wastewater) to the Non -Major Governmental fund — Street Improvements were for bond savings costs related to the issue of certificates of obligation rather than revenue bonds. The savings fund street maintenance operations in the Street Improvements Fund. Transfers from the Wastewater Fund to Water Fund were to fund capital construction projects. Transfers from the Wastewater Fund to the Debt Service Fund were for related drainage debt service payments. 51 Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 F. Leases Leases payable represent the remaining principal amounts payable under lease purchase agreements for the acquisition of equipment through the General, Solid Waste, Tech Services, and Wastewater funds. These leases are recorded as capital leases. Remaining requirements, including interest, under these leases are as follows: Year Payments 2015 $394,316 2016 394,316 2017 394,316 Total minimum lease payments $1,182,948 Less: amount representing interest 80,084 Present value of minimum future lease payments $1,102,864 The following schedule provides an analysis of the City's investments in equipment under capital lease arrangements as of September 30, 2014: Equipment $ 12,013,367 Less: Accumulated Depreciation (9,697,127) Total $ 2,316,240 6VA Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 G. Long -term debt Long -term liabilities transactions for the year ended September 30, 2014 are summarized as follows below and on the following pages: Governmental Activities: General obligation bonds Certificates of obligation Obligations under capital leases Compensated absences payable Claims payable Municipal pension obligation Other post employment benefits Unamortized premium/(discounts) Total govemmental long -term liabilities Business -type Activities: Revenue bonds General obligation bonds Certificates of obligation Obligations under capital leases Compensated absences payable Municipal pension obligation Other post employment benefits Landfill closure /post - closure costs Unamortized premium/(discounts) Total business -type activities Total long -term liabilities For Internal Service funds, long -term liabilities are included as part of the above totals for governmental activities. Compensated absences payables and municipal pension obligations are based on the assignment of an employee within a fund, with both historically being liquated predominantly by the General Fund. Other post employment benefits are liquidated from the Health Insurance internal service fund, with the retiree subsidy amounts paid predominantly by the General Fund. Claims payable represents an estimate of self - insured claims liability outstanding in the Health Insurance and Risk Retention internal service funds. 53 Balance at Balance at October 1, September 30, Due Within 2013 Increases Decreases 2014 One Year $ 80,719,761 $ 7,165,000 $ 9,568,600 $ 78,316,161 $ 7,317,102 37,514,485 8,635,000 4,579,485 41,570,000 4,875,000 983,249 1,254,087 1,134,472 1,102,864 353,171 10,024,682 7,119,454 5,226,566 11,917,570 5,152,755 3,679,111 18,661,702 18,794,024 3,546,789 1,468,509 4,506,118 7,941,494 7,776,539 4,671,073 - 2,466,604 1,170,702 569,971 3,067,335 - 3,737,386 635,907 780,236 3,593,057 621,214 $ 143,631,396 $ 52,583,346 $ 48,429,893 $ 147,784,849 $ 19,787,751 Balance at Balance at October 1, September 30, Due Within 2013 Increases Decreases 2014 One Year $ 144,225,000 $ - $ 32,055,000 $ 112,170,000 $ 11,570,000 55,970,239 27,320,000 4,101,400 79,188,839 6,077,898 222,955,515 80,545,000 12,860,515 290,640,000 15,220,000 363,487 - 363,487 - - 2,412,101 1,981,666 1,876,375 2,517,392 2,092,889 2,840,305 5,154,039 5,265,876 2,728,468 - 1,360,737 641,041 415,856 1,585,922 - 6,044,056 375,536 - 6,419,592 - 18,645,703 8,054,442 3,437,126 23,263,019 3,205,794 454,817,143 124,071,724 60,375,635 518,513,232 38,166,581 $ 598,448,539 $ 176,655,070 $ 108,805,528 $ 666,298,081 $ 57,954,332 For Internal Service funds, long -term liabilities are included as part of the above totals for governmental activities. Compensated absences payables and municipal pension obligations are based on the assignment of an employee within a fund, with both historically being liquated predominantly by the General Fund. Other post employment benefits are liquidated from the Health Insurance internal service fund, with the retiree subsidy amounts paid predominantly by the General Fund. Claims payable represents an estimate of self - insured claims liability outstanding in the Health Insurance and Risk Retention internal service funds. 53 Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 General bonded debt - General bonded debt at September 30, 2014, is comprised of the following: Original Gross Amount General Obligation Bonds and Interest Rate Amount Oustanding at Certificates of Obligation Debt ( %) Issue Date Final Maturity of Issue September 30, 2014 General obligation 3.0 to 5.0 2005 2025 $ 5,000,000 $ 245,000 General obligation 4.25 to 4.875 2006 2026 3,695,000 2,625,000 General obligation 4.0 to 4.5 2007 2026 15,285,000 11,930,000 General obligation refunding 4.0 to 5.25 2007 2022 26,025,000 20,690,000 General obligation 4.0 to 4.75 2008 2028 7,300,000 5,785,000 General obligation refunding 3.0 to 5.0 2009 2016 6,695,000 630,000 General obligation 4.0 to 4.3 2010 2030 4,115,000 3,575,000 General obligation refunding 2.0 to 4.75 2011 2031 2,225,000 2,015,000 General obligation refunding 2.0 to 5.0 2012 2032 14,358,739 13,687,801 General obligation refunding 2.0 to 4.0 2013 2033 10,221,023 9,968,360 General obligation refunding 2.0 to 3.5 2014 2034 7,165,000 7,165,000 Total general obligation bonds 102,084,762 78,316,161 Certificates of obligation 3.0 to 4.375 2005 2025 5,575,000 195,000 Certificates of obligation 4.0 to 4.75 2006 2026 6,509,950 3,150,000 Certificates of obligation 4.7 to 5.0 2007 2027 8,855,000 4,010,000 Certificates of obligation 4.0 to 5.0 2007A 2028 7,065,000 5,600,000 Certificates of obligation 3.0 to 4.625 2008 2028 7,865,000 3,500,000 Certificates of obligation 2.0 to 5.0 2010 2030 2,750,000 1,290,000 Certificates of obligation 2.0 to 5.0 2011 2031 3,455,000 2,075,000 Certificates of obligation 2.0 to 5.0 2012 2032 4,490,000 3,145,000 Certificates of obligation 3.0 to 4.0 2013 2033 10,805,000 9,970,000 Certificates of obligation 2.0 to 5.0 2014 2039 8,635,000 8,635,000 Total certificates of obligation 66,004,950 41,570,000 Total general bonded debt $ 168,089,712 $ 119,886,161 [These amounts do not include net unamortized premiums /(discounts) of $3,593,057 nor net deferred gain/(loss) on refunding of ($1,335,558).] Proceeds of general obligation bonded debt are restricted to the uses for which they were approved in the bond elections or, in the case of a refunding issuance, to the uses for which the certificates of obligation were originally issued. The City Charter expressly prohibits the use of bond proceeds to fund operating expenses. The general obligations are collateralized by the full faith and credit of the City and, primarily, payable from property taxes. In prior years, the City defeased general obligation bonds and certificates of obligation by placing the proceeds of new debt in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and liabilities for the defeased debt are not included in the City's financial statements. On September 30, 2014 $3,080,000 of general obligation bonds and $2,950,000 of certificates of obligation considered defeased are still outstanding. 54 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 In April 2014, the City issued $89,180,000 ($80,545,000 of which is included as part of business type activities) in certificates of obligation. The debt was issued to pay the costs of various capital improvements in the Capital Projects Fund ($8,635,000), Electric ($56,395,000), Water ($8,495,000), Wastewater ($6,130,000), Airport ($1,650,000), and Solid Waste ($7,875,000). In April 2014, the City issued $7,330,000 ($165,000 of which is included as part of business -type activities) of general obligation refunding and improvement bonds. The reacquisition price exceeded the net carrying amount of the old debt by $2,941 ($4,063 of which is reported as a loss in business -type activities and a gain of $1,122 in governmental activities.) This amount is being amortized over the remaining life of the refunded debt, which is shorter than the life of the new debt issued. This advance refunding was undertaken to reduce total debt service payments over the next 6 years by $265,109 and resulted in a net present value savings of $255,128. The improvement portion of the bonds was issued to pay the costs of various capital improvements in the Capital Projects Fund for $7,165,000. In August 2014, the City issued $27,155,000 (all of which is included as part of business -type activities) of general obligation refunding bonds. The reacquisition price exceeded the net carrying amount of the old debt by $984,261 all of which is reported in business -type activities. This amount is being amortized over the remaining life of the refunded debt, which is shorter than the life of the new debt issued. This advance refunding was undertaken to reduce total debt service payments over the next 11 years by $3,580,964 and resulted in a net present value savings of $2,890,619. A portion of the bonds was issued to refinance a portion of the City's contractual obligations to the Texas Municipal Power Agency (the "TMPA ") under a power sales contract for $11,570,000. Business -type revenue bonds — Revenue bond debt at September 30, 2014, is comprised of the following issues: Revenue bonds Interest Rate ( %) Issue Final Original Amount of Issue Gross Amount Oustanding at September 30, 2014 Utility System refunding 2.0 to 5.25 2004 2024 $ 24,850,000 $ 1,415,000 Utility System refunding 3.0 to 5.0 2005 2023 53,845,000 43,990,000 Utility System refunding 4.5 to 5.0 2006 2026 8,515,000 6,020,000 Utility System 4.0 to 4.25 2007 2026 16,740,000 12,500,000 Utility System refunding 4.0 to 4.25 2007 2029 41,795,000 36,295,000 Utility System 3.5 to 5.0 2008 2027 15,290,000 11,950,000 Total revenue bonds $ 161,035,000 $ 112,170,000 [These amounts do not include net unamortized premiums /(discounts) of $1,421,429 nor net deferred gain/(loss) on refunding of ($2,485,007).] The revenue bonds are collateralized by the revenue of the Denton utility system funds (System) and the various special funds established by the bond ordinance. The ordinance provides that the revenue of the System is to be used first to pay operating and maintenance expenses of the System and second to establish and maintain the revenue bond funds. Any remaining revenues may then be used for any lawful purpose. The ordinance also contains provisions, which among other items restrict the issuance of additional revenue bonds unless the special funds noted above contain the required amounts and certain financial ratios are met. Management believes the City is in compliance with all significant requirements. Assets in these accounts consist of cash and U.S. government securities. Following is a summary of the various net asset balances in the funds required by the bond ordinance to be restricted for debt service. OR Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Interest and sinking fund $ 12,311,402 Reserve fund 9,318,514 Total net assets restricted for debt service $ 21,629,916 In prior years, the City defeased revenue bonds by placing the proceeds of new bonds in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and liabilities for the defeased bonds are not included in the City's financial statements. On September 30, 2014, $18,795,000 of revenue bonds considered defeased are still outstanding. Business -type general obligation bonds and certificates of obligation - General obligation bonds and certificates of obligation issued for electric, water, wastewater, solid waste and airport funds at September 30, 2014, is comprised of the following: Original Gross Amount General Obligation Bonds and Interest Rate Amount Oustanding at Certificates of Obligation Debt ( %) Issue Date Final Maturity of Issue September 30, 2014 General obligation refunding 4.0 to 5.25 2007 2022 $ 2,885,000 $ 2,665,000 General obligation refunding 3.0 to 5.0 2009 2016 830,000 180,000 General obligation refunding 3.0 to 5.0 2010 2022 35,815,000 25,705,000 General obligation refunding 2.0 to 4.75 2011 2031 8,620,000 3,655,000 General obligation refunding 2.0 to 5.0 2012 2032 19,231,261 19,167,199 General obligation refunding 2.0 to 4.0 2013 2033 513,977 496,640 General obligation refunding 2.0 to 3.5 2014 2034 165,000 165,000 General obligation refunding 2.0 to 5.0 2014A 2039 27,155,000 27,155,000 Total general obligation bonds 95,215,238 79,188,839 Certificates of obligation 3.0 to 4.375 2005 2025 1,570,000 40,000 Certificates of obligation 4.0 to 4.75 2006 2026 6,155,050 1,890,000 Certificates of obligation 4.7 to 5.0 2007 2027 2,590,000 1,025,000 Certificates of obligation 3.0 to 4.625 2008 2028 2,820,000 1,090,000 Certificates of obligation 2.0 to 5.0 2010 2030 58,295,000 48,115,000 Certificates of obligation 2.0 to 5.0 2010 2025 58,820,000 47,090,000 Certificates of obligation 2.0 to 5.0 2011 2031 28,645,000 24,020,000 Certificates of obligation 2.0 to 5.0 2012 2032 40,185,000 36,195,000 Certificates of obligation 3.0 to 4.0 2013 2033 52,715,000 50,630,000 Certificates of obligation 2.0 to 5.0 2014 2039 80,545,000 80,545,000 Total certificates of obligation 332,340,050 290,640,000 Total enterprise G.O. /C.O. bonds $ 427,555,288 $ 369,828,839 [These amounts do not include net unamortized premiums /(discounts) of $21,841,590 nor net deferred gain/(loss) on refunding of ($1,981,432.] 67: Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Schedule of long -term debt maturities Aggregate maturities of the long -term debt (principal and interest) for the years subsequent to September 30, 2014 are shown below: Governmental Activities: Certificates of General Obligation Obligation Capital Leases Total Fiscal Year Principal Interest Principal Interest Principal Interest Principal Interest 2015 S 7,317,102 S 3,109,699 S 4,875,000 S 1,680,745 S 353,172 S 41,144 S 12,545,274 S 4,831,588 2016 7,557,884 2,837,526 4,510,000 1,442,590 367,430 26,886 12,435,314 4,307,002 2017 7,411,338 2,552,427 4,100,000 1,272,828 382,262 12,054 11,893,600 3,837,309 2018 7,209,560 2,253,403 3,340,000 1,116,303 - - 10,549,560 3,369,706 2019 6,773,269 1,950,001 2,490,000 990,378 - - 9,263,269 2,940,379 2020 -2024 26,678,995 5,800,394 10,575,000 3,488,965 - - 37,253,995 9,289,359 2025 -2029 11,808,011 1,646,820 8,005,000 1,354,963 - - 19,813,011 3,001,783 2030 -2034 3,560,002 251,754 3,675,000 298,653 - - 7,235,002 550,407 Total S 78,316,161 S 20,402,024 S 41,570,000 S 11,645,425 S 1,102,864 S 80,084 S 120,989,025 S 32,127,533 Business -Type Activities: Certificates of General Obligation Obligation Revenue Total Fiscal Year Principal Interest Principal Interest Principal Interest Principal Interest 2015 S 6,077,898 S 3,311,023 S 15,220,000 S 12,400,819 S 11,570,000 S 4,902,319 S 32,867,898 S 20,614,161 2016 6,737,116 3,172,508 15,430,000 11,179,271 10,210,000 4,378,594 32,377,116 18,730,373 2017 6,973,662 2,866,344 14,855,000 10,566,390 10,715,000 3,862,788 32,543,662 17,295,522 2018 7,295,440 2,543,940 14,345,000 9,916,040 11,060,000 3,340,513 32,700,440 15,800,493 2019 9,371,731 2,159,376 14,360,000 9,260,740 11,250,000 2,824,331 34,981,731 14,244,447 2020 -2024 40,826,005 4,186,422 76,845,000 36,090,707 34,220,000 8,119,522 151,891,005 48,396,651 2025 -2029 1,906,987 28,642 68,025,000 20,409,387 20,560,000 2,548,259 90,491,987 22,986,288 2030 -2034 - - 44,090,000 8,701,704 2,585,000 54,931 46,675,000 8,756,635 2035 -2039 - - 12,200,000 4,323,000 - - 12,200,000 4,323,000 2040 -2044 - - 15,270,000 1,575,600 - - 15,270,000 1,575,600 Total S 79,188,839 S 18,268,255 S 290,640,000 S 124,423,658 S 112,170,000 S 30,031,257 S 481,998,839 S 172,723,170 [These amounts do not include net unamortized premiums/ (discounts) of $26,856,076 nor net deferred gain/ (loss) on refunding of ($5,801,955).] G. Bonds authorized and unissued General obligation bonds authorized but unissued as of September 30, 2014 amounted to $12,400,000. When issued, the proceeds will be allocated to the applicable street projects. In November 2014 voters approved a new $98.175 million general obligation bond program to fund street improvements ($61.71 million), public safety facilities ($16.565 million), drainage improvements ($8.545 million), and park system improvements ($11.355 million). It is anticipated the bonds will be issued over the next six years. 57 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 H. Landfill closure and post - closure cost State and federal laws and regulations require the City to place a final cover on its Mayhill Road landfill site upon closure and to perform certain maintenance and monitoring functions at the site for thirty years after closure. Although closure and post - closure care costs will be paid only upon anticipated closure, the City reports a portion of these costs as an operating expense in each period based on landfill capacity used as of each balance sheet date. Based on a model created by a 2009 engineering study, total landfill closure and post - closure cost increased from $15,558,992 at September 30, 2013 to $15,932,408 at September 30, 2014. The $6,419,592 reported as landfill closure and post - closure care liability is a $375,536 increase from the $6,044,056 liability reported on September 30, 2013. This liability represents the cumulative amount incurred to date based on the use of 40.3% of the estimated capacity of the entire landfill at September 30, 2014. Based on this estimate, the remaining potential estimated liability for closure and post - closure care of the entire landfill is $9,512,816. The City will recognize the remaining estimated cost of closure and post - closure care as the remaining capacity is filled. These amounts are based on what it would cost to perform closure and post - closure care in 2014. Actual cost may fluctuate due to inflation, changes in technology, or changes in regulations. The landfill has a remaining life of 35 years, and the City expects to close the landfill in fiscal year 2049. The solid waste fund has provided for a restriction and designation of cash and investments of $6,521,833 at September 30, 2014, and anticipates increasing the reserve in future periods as the closure and post - closure activities are carried out. V. OTHER INFORMATION A. Pension plans Texas Municipal Retirement Plan Plan description The City provides pension benefits for all of its eligible employees (except fire fighters) through a non- traditional, joint contributory, hybrid defined benefit plan in the state -wide Texas Municipal Retirement System (TMRS), one of 850 administered by TMRS, an agent multiple - employer public employee retirement system. The plan provisions adopted by the City are within the options available in the governing state statutes of TMRS. TMRS issues a publicly available comprehensive annual financial report including financial statements and required supplementary information (RSI) for TMRS. The report also provides detailed explanations of the contributions, benefits, and actuarial methods and assumptions used. This report may be obtained from TMRS' website at www.TMRS.com. Benefits Upon retirement, benefits depend upon the sum of the employee's contributions to the plan, with interest, and the city - financed monetary credits, with interest. City - financed monetary credits are composed of three sources: prior service credits, current service credits, and updated service credits. At the inception the plan, the city granted monetary credits for service rendered before the plan began (or prior service credits) of a theoretical amount at least equal to two times what would have been contributed by the employee, with interest (3% annual), prior to establishment of the plan. Monetary credits for service since the plan began (or current service credits) are a percent (200 %) of the employee's accumulated contributions. In addition, the City can grant, either annually or on an annually repeating basis, another type of monetary credit referred to as an updated service credit. This monetary credit is determined by hypothetically recomputing the member's account balance by assuming the current member deposit rate of the City (7 %) has always been in effect. The computation also assumes the member's salary has always been the member's average salary — using a salary calculation based on the 36 -month period ending a year before the effective date of calculation. This hypothetical account balance is increased by 3% each year, and increased by the city 58 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 match currently in effect (200 %). The resulting sum is then compared to the member's actual account balance increased by the actual city match and actual interest credited. If the hypothetical calculation exceeds the actual calculation, the member is granted a monetary credit (or Updated Service Credit) equal to the difference between the hypothetical calculation and the actual calculation times the percentage adopted. At retirement, the benefit is calculated as if the sum of the employee's accumulated contributions with interest and the city- financed monetary credits with interest were used to purchase an annuity. Members can retire at ages 60 and above with 5 or more years of service or with 20 years of service regardless of age. A member is vested after five years. The plan provisions are adopted by the governing body, or the City Council of the City, within the options available in the state statutes governing TMRS and within the actuarial constraints also in the statutes. Contributions The contribution rate for the employees is 7% of gross earnings, and the City matching percentage is 200 %, both as adopted by the governing body of the City. Under the state law governing TMRS, the actuary annually determines the city contribution rate using the Projected Unit Credit actuarial cost method. This rate consists of the normal cost contribution rate and the prior service contribution rate, both of which are calculated to be a level percent of payroll from year to year. The normal cost contribution rate finances the portion of an active member's projected benefit allocated annually. The prior service contribution rate amortizes the unfunded actuarial liability over the remainder of the plan's 30 -year amortization period. Both the normal cost and prior service contribution rates include recognition of the projected impact of annually repeating benefits, such as Updated Service Credits and Annuity Increases. Both the employees and the City make contributions monthly, and the City contributes to the plan at an actuarially determined rate. Since the City needs to know its contribution rate in advance for budgetary purposes, there is a one -year delay between the actuarial valuation that serves as the basis for the rate and the calendar year when the rate goes into effect. For fiscal year 2014, the City made contributions of 18.81% for the first three months and contributions of 18.36% in the last nine months. Funded status and funding progress Beginning in 2009, the City of Denton elected to "phase in" higher contributions to TMRS over a period of up to eight years in order to recognize the change to a Projected Unit Cost Method in the 2007 valuation. By doing so, the City contributed less than the actuarially determined annual required contribution (ARC), and as such accrued a net pension obligation on its balance sheet. In subsequent years, this net pension obligation continued to increase until the full actuarially determined ARC was paid. The "phase in" period was expected to last eight years from fiscal year 2009 through fiscal year 2016, but due to the new fund structure approved by the Texas Legislature with Senate Bill 350 (SB 350) and better than expected financial performance, management began paying the full ARC in October 2012. The annual pension cost and net pension obligation are as follows: Net Pension Obligation Annual required contribution $ 12,912,746 Interest on prior year net pension obligation 514,250 Adjustment to annual required contribution (462,417) Annual pension cost 12,964,579 Contributions made (12,911,461) Increase in net pension obligation 53,118 Net Pension obligation - beginning of year 7,346,423 Net pension obligation - end of year $ 7,399,541 6VI Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Three -Year Trend Information for TMRS Funding Year endin4 9/30/14 9/30/13 9/30/12 Annual pension costs (APC) $12,964,579 $12,236,527 $11,536,438 Actual contributions Percent contributed $12,911,461 $12,171,482 $10,435,001 99.6% 99.5% 90.5% Net pension obligation $7,399,541 $7,346,423 $7,281,378 The required contribution rates for fiscal year 2014 were determined as part of the December 31, 2012 actuarial valuations. Additional information as of the latest actuarial valuation, December 31, 2013, also follows: Actuarial cost method Amortization method Remaining amortization period Actuarial Assumptions 12/31/13 Entry Age Normal Level percent of payroll 12/31/12 Projected unit credit Level percent of payroll 2 1. 0 years — closed period 25.3 years — closed period Amortization period for new Gains /Losses 30 years Asset valuation method Investment rate of return Projected salary increases Includes inflation at Cost -of- living adjustments 30 years 10 -year Smoothed market 10 -year Smoothed market 7.0% 7.0% Varies by age and service Varies by age and service 3.0% 3.0% 2.1% 2.1% As of December 31, 2013, the most recent valuation date, the plan was 77.3% funded. The actuarial accrued liability for benefits was $360,116,261, and the actuarial value of assets was $278,338,589, resulting in an unfunded actuarial accrued liability (UAAL) of $81,777,672. The covered payroll (annual payroll of active employees covered by the plan as of the valuation date) was $65,901,814, and the ratio of the UAAL to the covered payroll was 124.1 %. The City adopted the Updated Service Credit provision in 1992, on a repeating basis. Additionally, the City adopted annuity increases for its retirees, on a repeating basis in 1992 equal to 70% of the change in consumer price index. Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events far into the future. Actuarially determined amounts are subject to continual revision as actual results are compared to past expectations and new estimates are made about the future. Actuarial calculations are based on the benefits provided under the terms of the substantive plan in effect at the time of each valuation, and reflect a long -term perspective. Consistent with that perspective, actuarial methods and assumptions used include techniques that are designed to reduce short -term volatility in actuarial accrued liabilities and the actuarial value of assets. The schedule of funding progress, presented as "Required Supplementary Information" (Exhibit XII) following the notes to the financial statements, presents multi -year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. On October 9, 2013, subsequent to the City's year end, the TMRS Board adopted two significant changes affecting future actuarial values starting in the December 31, 2013 valuation: 60 Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Mortality Tables — The mortality tables used to determine the annuity purchase rate were updated to reflect the increasing life expectancy of plan members and retirees. Effective January 1, 2015, this change will affect future retirees only and will be phased in over thirteen years. Entry Age Normal actuarial method — TMRS changed from the Projected Unit Credit method to the Entry Age Normal method, the most widely used actuarial method by public sector pension plans, which is required by GASB beginning in fiscal year 2015 for determination of the Net Pension Liability for financial reporting purposes. This more closely aligns funding with the financial reporting once the City implements GASB Statement No. 68 "Accounting and Financial Reporting for Pensions; an amendment of GASB Statement No. 27" (see note V.H.). The City of Denton is one of 850 municipalities having the benefit plan administered by TMRS. Each of the 850 municipalities has an annual, individual actuarial valuation performed. All assumptions for the December 31, 2013, valuations are contained in the 2012 TMRS Comprehensive Annual Financial Report, a copy of which may be obtained by writing to P.O. Box 149153, Austin, Texas 78714 -9153; in addition, the report is available on TMRS' website at www.TMRS.com. Supplemental death benefit fund The City of Denton contributes to a cost - sharing multiple - employer defined benefit group -term life insurance plan known as the Supplemental Death Benefits Fund (SDBF). This is a separate trust administered by the TMRS Board of Trustees and is a voluntary program in which the City elected, by ordinance, to provide group term life insurance coverage to active and retired members. The City may terminate coverage under and discontinue participation in the SDBF by adopting an ordinance before November l't of any year to be effective the following January 1st Contributions are made monthly based on the covered payroll of employee members of the City. The contractually required contribution rate is determined annually, and the rate is based on the mortality and service experience of all employees covered by the SDBF and the demographics specific to the workforce of the City. There is a one -year delay between the actuarial valuation that serves as the basis for the employer contribution rate and the calendar year when the rate goes into effect. The contributions to the SDBF are pooled for investment purposes with those of the Pension Trust Fund described above. The TMRS Act requires the Pension Trust Fund to allocate investment income to the SDBF on an annual basis. The funding policy of the plan is to assure adequate resources are available to meet all death benefit payments for the upcoming year; the intent is not to prefund retiree term life insurance during employees' entire careers. As such, contributions are utilized to fund active member deaths on a pay -as- you -go basis; any excess contributions and investment income over payments then become net assets available for postemployment benefits other than pension benefits (OPEB). The City's contributions to SDBF for the fiscal years ended September 30, 2012, 2013, and 2014, were $106,280, $108,645, and $118,782, respectively, which equaled the required contributions each year. Payments from this fund are similar to group term life insurance benefits, and are paid to the designated beneficiaries upon the receipt of an approved application for payment. The death benefit for active employees provides a lump -sum payment approximately equal to the employee's annual salary. The death benefit for retirees is considered an OPEB and is a fixed amount of $7,500. The obligations of this plan are payable only from the SDBF and are not an obligation of, or claim against, the Pension Trust Fund. Denton Firemen's Relief and Retirement Plan Plan description The Board of Trustees of the Denton Firemen's Relief and Retirement Fund is the administrator of a single - employer defined benefit pension plan. The Denton Firemen's Relief and Retirement Fund covers firefighters in the Denton Fire Department. The Denton Firemen's Relief and Retirement Fund provides service retirement, death, disability and withdrawal benefits. These benefits fully vest after 20 years of credited service and partially vest with 1- to 61 Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 19 years of service. Firefighters may retire at age 50 with 20 years of service. As of the December 31, 2013 actuarial valuation date, the Plan provided a monthly normal service retirement benefit, payable in a joint and two - thirds to spouse annuity, equal to 2.59% of highest 36 -month average salary for each year of service. There is no provision for automatic postretirement benefit increases. The fund has the authority to provide, and has periodically in the past provided for, ad hoc postretirement benefit increases. The benefit provisions of this plan are authorized by the Texas Local Fire Fighter's Retirement Act (TLFFRA). TLFFRA provides the authority and procedure to amend benefit provisions. Contributions required and contributions made The contribution provisions of this plan are authorized by TLFFRA. The TLFFRA provides the authority and procedure to change the amount of contributions determined as a percentage of pay by each firefighter and a percentage of payroll by the city. While the contribution requirements are not actuarially determined, state law requires each plan of benefits adopted by the fund be approved by an eligible actuary. The actuary certifies the contribution commitment by the firefighters and the city provides an adequate financing arrangement. Using the entry age actuarial cost method, the plan's normal cost contribution rate is determined as a percentage of payroll. The excess of the total contribution rate over the normal cost contribution rate is used to amortize the plan's unfunded actuarial accrued liability (UAAL). The number of years needed to amortize the plan's unfunded actuarial accrued liability is determined using an open, level percentage of payroll method. The costs of administering the plan are financed from the fund. The funding policy of the Denton Firemen's Relief and Retirement Fund requires contributions equal to 12.6% of pay by the firefighters and contributions by the City equal to the same percentage of payroll the City contributes to the Texas Municipal Retirement System for other employees. The December 31, 2013 actuarial valuation assumes the city contribution rate will average 17.00% of payroll in the future. The City contribution rate for calendar year 2013 was 18.98 %, for calendar year 2014 was 18.53 %, and for calendar year 2015 is 17.94 %. The annual required contributions (ARC) by the City for the fiscal year ending September 30, 2014 were based on the results of the actuarial valuations as of December 31, 2011 and as of December 31, 2013 using the entry age actuarial cost method and were determined in compliance with the GASB Statement No. 27 requirements. The actuarial methods and assumptions used for these two biennial valuations are shown as follows: 62 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Actuarial cost method Amortization method Amortization period for ARC Asset valuation method Investment rate of return Projected salary increases Includes inflation at Cost -of- living adjustments Payroll increases ARC as percent of payroll for the plan year (calendar) year Actuarial Assumptions 12/31/11 Entry age 12/31/13 Entry age Level percent of payroll, open Level percent of payroll, open 30 years 5 -year adjusted market value 7.00% 3.50% plus promotion and longevity (0% to 6 %) 3.50% None 3.50% 17.76% 17.76% 2012 2013 24 years 5 -year adjusted market value 7.00% 3.25% plus promotion and longevity (0% to 6 %) 3.25% None 3.25% 17.00% 17.00% 2014 2015 Three -Year Trend Information for Denton Firemen's Relief and Retirement Funding Year ending 9/30/14 9/30/13 9/30/12 Annual pension costs (APC) Actual contributions Percent contributed Weighted average percent contributed as a percent of payroll $2,576,652 $2,576,652 100% 18.64% $2,579,453 $2,579,453 100% 18.92% $2,253,667 $2,253,667 100% 17.48% As of December 31, 2013, the most recent valuation date, the plan was 77.1% funded. The actuarial accrued liability for benefits was $80,490,694, and the actuarial value of assets was $62,089,743, resulting in an unfunded actuarial accrued liability (UAAL) of $18,400,951. The covered payroll (annual payroll of active employees covered by the plan as of the valuation date) was $13,790,301, and the ratio of the UAAL to the covered payroll was 133.4 %. The schedule of funding progress, presented as "Required Supplementary Information" (Exhibit XII) following the notes to the financial statements, presents multi- year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. Financial statements are available and can be obtained by contacting the Denton Fire Department at the City of Denton at 332 E. Hickory, Denton, Texas 76201. B. Post - employment benefits other than pensions (OPEB) The cost of post - employment healthcare benefits, from an accrual accounting perspective, similar to the cost of pension benefits, should be associated with the periods in which the cost occurs, rather than in the future year when it will be paid. According to the requirements of GASB Statement No. 45 for the fiscal year ended September 30, 2014, the City recognizes the cost of post - employment healthcare in the year the employee services are received, reports the accumulated liability from prior years, and provides information useful in assessing potential demands on the City's future cash flows. Recognition of the liability 63 Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 accumulated from prior years will be amortized over 30 years, the first period commencing with the fiscal year ending September 30, 2008. Plan description The City provides post - employment medical care (OPEB) for retired employees through a single - employer defined benefit medical plan. The plan provides medical benefits for eligible retirees, their spouses and dependents though the City's group health insurance plans, which covers both active and retired members. The benefits, benefit levels, and contribution rates are approved annually by the City management as part of the budget process. Any changes in rate subsidies for retirees are approved by the City Council. Since an irrevocable trust has not been established, the plan is not accounted for as a trust fund. The plan does not issue a separate financial report. Benefits provided The City provides post - employment medical, dental, and vision care benefits to its retirees. To be eligible for benefits, an employee must qualify for retirement under the Texas Municipal Retirement System or the Denton Firemen's Relief and Retirement Plan. Retirees must make a one -time irrevocable decision to chose benefits at the time of retirement, after that their eligibility for the benefits ceases. All medical care benefits are provided through the City's self - insured health plan. The benefit levels are the same as those afforded to active employees. Funding policy The plan premium rates are determined annually by City management and approved by the City Council as part of the annual budget. The retiree's contribution is the full amount of the actuarially determined blended premium rate less a subsidy dependent upon years of service at retirement. By providing retirees with access to the City's healthcare plans based on the same rates it charges to active employees, the City is in effect providing a subsidy to retirees. This implied subsidy exists because, on average, retiree health care costs are higher than active employee healthcare costs. By the City not contributing anything toward this plan in advance, the City employs a pay -as- you -go method through paying the higher rate for active employees each year. The City contributes $20 per month for each five -year increment of service, up to $100 per month, toward the cost of retiree coverage. The full cost for dental and vision is paid by the retiree. Retirees are required to enroll in Medicare Part B once eligible (age 65) and are moved into a fully - insured Medicare Supplement plan at that time. The same City contribution level applies to the supplement. The City's GASB Statement No. 45 liability was discussed at length with the Audit/Finance Committee and the City Council. At the conclusion of these discussions, the City Council concurred with the staff recommendation to fund the City's OPEB costs on a pay -as- you -go basis. This basis has been recommended since 1) this provides the lowest cost approach, 2) the ARC is relatively small in comparison to the City's overall budget, and 3) the pay -as- you -go cost is not forecast to exceed the ARC until approximately the year 203 1. This approach will be reevaluated periodically. Annual OPEB costs and Net OPEB obligation The City's annual other post - employment benefit (OPEB) cost is calculated based on the annual required contribution of the City (ARC), an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a level of accrual that, if paid on an ongoing basis, is projected to cover normal cost each year and to amortize any unfunded actuarial liabilities over a period not to exceed thirty years. 64 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 The City's annual OPEB cost for the current year and the related information are as follows at September 30, 2014: Annual required contribution Interest on prior year Net OPEB obligation Adjustment to annual required contribution Annual OPEB cost Contributions made Increase in net OPEB obligation Net OPEB obligation - beginning of year Net OPEB obligation - end of year Percentage of OPEB costs contributed Funded status and funding progress $ 1,821,243 172,230 (258,269) 1,735,204 (909,288) 825,916 3,827,341 $ 4,653,257 52.40% The funded status of the plan as of the actuarial measurement date of December 31, 2013 was as follows: Year ending Annual OPEB costs Actual contributions Percent contributed Net OPEB obligation Actuarial accrued liability $ 13,715,238 Actuarial value of plan assets - Unfunded actuarial accrued liability $ 13,715,238 Funded ratio 0.0% Covered payroll $ 79,692,115 Unfunded actuarial accrued liability as a percentage of covered payroll 17.2% Three -Year Trend Information for OPEB Funding 9/30/14 9/30/13 9/30/12 $1,735,204 $1,519,439 $1,520,203 $909,288 52.4% $4,653,257 $898,583 59.1% $3,827,341 $1,481,210 97.4% $3,206,485 The schedule of funding progress, presented as "Required Supplementary Information" (Exhibit XIII) following the notes to the financial statements, presents multi -year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability of benefits. Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events in the future. Amounts determined regarding the status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared to past expectations and new estimates are made about the future. Actuarial methods and assumptions The Projected Unit Credit actuarial cost method is used to calculate the GASB ARC for the City's retiree health care plan. Using the plan benefits, the present health premiums and a set of actuarial assumptions, the anticipated future payments are projected. The projected unit credit method then provides for a systematic recognition of the cost of these anticipated payments. The yearly ARC is computed to cover the cost of benefits being earned by covered members as well as to amortize a portion of the unfunded accrued liability. 65 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Projections of benefits are based on the substantive plan (the plan understood by the employer and plan members) and include the type of benefits in force at the valuation date and the pattern of sharing benefits between the City and the plan members at that point. Actuarial calculations reflect a long -term perspective and employ methods and assumptions that are designed to reduce short -term volatility in actuarial accrued liabilities and the actuarial value of assets. Significant method and assumptions used for this fiscal year valuation as shown on the following page were as follows: Actuarial cost method Amortization method Amortization period for ARC Asset valuation method Investment rate of return Includes inflation at Payroll growth Healthcare inflation rate Medical reimbursements Actuarial Assumptions 12/31/13 Projected unit credit Level dollar, closed 24 years N/A 4.5 %, net of expenses 3.0% 3.0% Initial rate of 7.25% declining to an ultimate rate of 4.5% after 11 years The federal government may provide the city subsidy per the Medicare Part D Prescription Drug Subsidy Program for providing healthcare for Medicare eligible employees. As the City does not participate in these subsidies, any current and future year subsidies are not recognized as a reduction to the actuarial accrued liability. C. Deferred compensation plan The City offers its employees a deferred compensation plan created in accordance with Internal Revenue Code Section 457. For the calendar 2014 year, the plan, available to all permanent City employees, permitted them to defer, until future years, up to 25% of annual gross earnings not to exceed $17,500. Employees who are age 50 or older may contribute an amount not to exceed $23,000. Employees who are within three years of retirement eligibility may elect to participate in a catch -up provision allowed by Section 457, which has an annual maximum contribution amount of $35,000. The withdrawal of deferred compensation funds is only available to employees by loan, termination, until termination, retirement, death, or unforeseeable emergency. All amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property or rights are, until paid or made available to the employee or other beneficiary, solely the property and rights of the employees. Accordingly, the assets and associated liability of the plan are not included in the City's financial statements. It is the opinion of the City's legal counsel that the City has no liability for losses under the plan. 66 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 D. Self- insurance plan The City has established a self - insurance plan for liability and workers' compensation benefits in the Risk Retention Fund. Accrued claims payable include provisions for claims reported and claims incurred but not reported. The provision for reported claims is determined by estimating the amount which will ultimately be paid for each claimant. The provision for claims incurred but not yet reported is estimated based on actuarial studies. It is the policy of the City of Denton not to purchase commercial insurance for workers' compensation claims or general liability. Commercial liability insurance coverage is purchased for airport operations, emergency medical services, take -home vehicles, and employee theft and dishonesty. Additionally, excess insurance is purchased for general liability, auto liability, public officials, and workers' compensation exposures. The City reports liabilities when it is probable that a loss has occurred and the amount of that loss can be reasonably estimated. Liabilities include an amount for claims that have been incurred but not reported. Because actual claim liabilities depend on such complex factors as inflation, changes in legal doctrines, and damage awards, the process used in computing claims liability does not necessarily result in an exact amount. In January 2008, the City started a self - insured group employee health insurance plan. Claims are paid from the Health Insurance Fund, which has an annually negotiated stop loss provision. The City's costs associated with the self - insurance plans are interfund transactions. Accordingly, they are treated as operating revenues of the Internal Service Risk Retention Fund and Health Insurance Fund and operating expenditures (expenses) of the other funds and employee payroll deductions. Claims liabilities are re- evaluated periodically to take into consideration settlement of claims, new claims and other factors. As of September 30, 2014, the estimated value of these liabilities was $3,546,789. Changes in balances of claims liabilities during fiscal years 2014 and 2013 were as follows: On September 30, 2014, the City of Denton held additional amounts in unrestricted net assets of $4,344,688 in the Risk Retention Fund and $5,608,230 in the Health Insurance Fund for payment of claims. There were no significant reductions in insurance coverage from coverage in the prior year, and the amount of settlements did not exceed insurance coverage in the current year or in any of the past three fiscal years. 67 Liability Claims and Claims Liability Beginning of Change in Claims End of Fiscal Fiscal Year Estimates Payments Year Workers' Compensation 2014 $ 1,604,394 $ 869,473 $ 515,987 $ 1,957,880 2013 3,016,960 (898,041) 514,525 1,604,394 General Liability 2014 $ 542,038 $ 276,056 $ 294,894 $ 523,200 2013 887,992 (79,717) 266,237 542,038 Health Insurance 2014 $ 1,532,679 $17,516,173 $ 17,983,143 $ 1,065,709 2013 1,367,053 17,282,416 17,116,790 1,532,679 On September 30, 2014, the City of Denton held additional amounts in unrestricted net assets of $4,344,688 in the Risk Retention Fund and $5,608,230 in the Health Insurance Fund for payment of claims. There were no significant reductions in insurance coverage from coverage in the prior year, and the amount of settlements did not exceed insurance coverage in the current year or in any of the past three fiscal years. 67 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 E. Commitments and contingencies Agreement with TMPA In 1976, the City, along with the cities of Bryan, Greenville, and Garland, Texas (the Cities) entered into a Power Sales Contract with the Texas Municipal Power Agency (TMPA). TMPA was created through concurrent ordinances of the Cities and is governed by a Board of Directors consisting of eight members, two appointed by the governing body of each city. Under the terms of the agreement, TMPA agreed to construct or acquire electric generating plants to supply energy and power to the Cities for a period of not less than 35 years. The Cities in turn agreed to purchase all future power and energy requirements in excess of the amounts generated by their systems from TMPA at prices intended to cover operating costs and retirement of debt. In the event that revenues are insufficient to cover all costs and retire the outstanding debt, each of the cities has guaranteed a portion of the unpaid debt based, generally, upon its pro rata share of the energy delivered to consumers in the prior operating year. As of September 30, 2014, total TMPA long -term debt outstanding was approximately $721,652,000, and the City's percentage was approximately 21.3 %. In December 2009, the City and the other Member Cities entered into a Global Compromise Settlement Agreement. As part of the settlement, the Member Cities agreed to issue debt to provide for TMPA's scrubber refurbishment project and to refinance TMPA's 2003, 2004, and 2004A Subordinate Lien Bonds. The City Council approved the issuance of $58,820,000 of combination tax and revenue refunding bonds, which represents the City's approximate 21.3% share of the TMPA debt to be refinanced. In July 2014, the City Council authorized the issuance of $13,431,000 in General Obligation Refunding Bonds to refinance the City's 21.3% share of the eligible portion of the TMPA Series 1993 Capital Appreciation Bonds (CABS). In the opinion of management, the possibility of a material payment in the near future under this agreement is remote in that TMPA is generating operating profits, and assets exceed liabilities. TMPA operates a 462 - megawatt, coal -fired generating plant. In 1996, TMPA switched to an external source of coal to reduce costs. Should TMPA be dissolved, each city would be entitled to an undivided interest in the property. Selected financial statement information of TMPA is as follows: Operating revenues Operating expenses Operating income Other non - operating sources (uses) Current unrestricted assets Total assets Long -term debt — Noncurrent Total liabilities Total net assets 68 September 30 (Unaudited) 2014 2013 (000s) (000s) $ 271,281 $ 271,120 143,548 134,405 127,733 136,715 332 360 63,658 55,004 960,066 1,078,086 618,536 699,778 919,123 1,022,973 40,943 55,113 Exhibit I CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 Agreement with the City of Dallas During 1985, the City entered into an agreement with the City of Dallas that provides for the purchase of a minimum of 500,000 gallons /day of untreated water from the City of Dallas from Lake Lewisville. This contract will be effective for 30 years. The cost of water purchased under this agreement during fiscal year 2014 was $89,421. F. Litigation Various claims and lawsuits are pending against the City. In accordance with GAAP, those judgments considered "probable" are accrued, while those claims and judgments considered "reasonably possible" are disclosed but not accrued. In the opinion of City management and legal counsel, the maximum amount of all significant claims considered reasonably possible, excluding condemnation proceedings and the item described following, is approximately $500,000 as of September 30, 2014. Potential losses after insurance coverage on all probable claims and lawsuits, excluding the item following, will not have a material effect on the City's financial position as of September 30, 2014. G. Subsequent events The City has evaluated all events or transactions that occurred after September 30, 2014 up through February 26, 2015, the date the financial statements were issued. In November 2014, the voters approved a $98.175 million general obligation bond program to fund street improvements ($61.710 million), public safety facilities ($16.565 million), drainage improvements ($8.545 million) and park system improvements ($11.355 million). The FY 2014 -15 CIP includes the first year issuance of $19 million in general obligation bonds related to the newly authorized six year bond program. The remaining amounts are anticipated to be issued over the following five years. In November 2014, the voters approved an ordinance prohibiting the use of hydraulic fracturing within the city limits. Two lawsuits (Texas Oil and Gas Association v. City of Denton and Denton Drilling Awareness Group and Earthworks; and Jerry Patterson, Commissioner, Texas General Land Office v. City of Denton, Texas, and Denton Drilling Awareness Group and Earthworks) were filed against the City seeking declaratory judgments against the City regarding the municipal ordinance banning hydraulic fracturing, and both seek the recovery of attorneys' fees in an unspecified amount. The City has answered and appeared in the suits, but the cases are not currently set for trial. The City intends to contest these matters vigorously. At this early stage of litigation, the City cannot determine the likelihood of a favorable or unfavorable outcome, nor can the City estimate any amount of potential loss. H. New Accounting Pronouncements The Governmental Accounting Standards Board (GASB) issued the following statements which became effective for the fiscal year 2014. Statement No. 65, "Items Previously Reported as Assets and Liabilities" — This statement specifies the items that were previously reported as assets and liabilities that should now be reported as deferred outflows of resources, deferred inflows of resources, outflows of resources, or inflows of resources. The implementation of Statement No. 65 resulted in the restatement of the beginning net position of the governmental activities and the business -type activities in the government -wide financial statements and the beginning net position of the Statement of Revenues, Expenses, and Changes in Fund Net Position — Proprietary Funds and Internal Service Funds. Debt issuance costs, except any portion related to prepaid insurance cost, are now expensed at the time of issue instead of being amortized over the life of the debt issuance. Retroactively applying this change resulted in a total adjustment of $2,482,442, shown in more detail in footnote I.F. on prior period adjustments. Statement No. 65 implementation also resulted in deferred charges on refunding being reclassified to deferred outflows of resources instead of a reduction to the debt liability. The deferred charges 69 Exhibit 1 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2014 continue to be amortized as interest expense over the life of the bonds. Unavailable revenues in the governmental funds were also reclassified from liabilities to deferred inflows of resources. Statement No. 70, "Accounting and Financial Reporting for Nonexchange Financial Guarantees." — This statement establishes accounting and financial reporting standards for situations where a state or local government, as a guarantor, agrees to indemnify a third -part obligation holder under specified conditions (i.e., nonexchange financial guarantees). The issuer of the guaranteed obligation can be a legally separate entity or individual, including a blended or discretely presented component unit. Guidance is provided for situations where a state or local government extends or receives a nonexchange financial guarantee. The City had no such financial guarantees as of September 30, 2014. The following statements for the GASB are effective for future fiscal years ending as listed below. The City is in the process of reviewing and evaluating these statements and their potential impact on the City's financial statements. Statement No. 68 "Accounting and Financial Reporting for Pensions; an amendment of GASB Statement No. 27" — This statement replaces the requirements of Statements No. 27 and No. 50 related to pension plans that are administered through trusts or equivalent arrangements. The primary objective of this statement is to improve accounting and financial reporting by state and local governments as well as provide information about pensions that are provided by other entities. This statement establishes standards for measuring and recognizing liabilities, deferred outflows of resources, and deferred inflows of resources, and expenses /expenditures. This statement will become effective for the City in fiscal year 2015. rig Fiscal Year 2012 2013 2014 Fiscal Year 2012 2013 2014 Exhibit 1 CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF TEXAS MUNICIPAL RETIREMENT SYSTEM FUNDING PROGRESS AND CONTRIBUTIONS LAST THREE FISCAL YEARS (Unaudited) 1Fiscal year 2014 reflects a change in actuarial assumptions from a Projected Unit Credit method to an Entry Age Normal method and a reduction of an additional 3.3 years in the closed amortization period to 21.0 years. Fiscal Year 2010 2012 2014 Fiscal Year 2010 2012 2014 SCHEDULE OF DENTON FIREMEN'S RELIEF AND RETIREMENT PLAN FUNDING PROGRESS AND CONTRIBUTIONS LAST THREE VALUATION YEARS (Unaudited) Unfunded Actuarial Actuarial Actuarial Actuarial Accrued Valuation Value of Accrued Liability Date Assets Liability (AAL) (UAAL) 12/31/2011 $ 229,285,432 $ 298,900,732 $ (69,615,300) 12/31/2012 252,276,946 315,416,972 (63,140,026) 12/31/2013 278,338,589 360,116,261 ' (81,777,672) UAAL as Percent of Annual Covered Covered Required Actual Payroll Payroll Contributions Contributions $ 58,376,960 119.3 $ 11,475,702 $ 10,435,001 61,446,004 102.8 12,174,640 12,171,482 65,901,814 124.1 12,912,746 12,911,461 1Fiscal year 2014 reflects a change in actuarial assumptions from a Projected Unit Credit method to an Entry Age Normal method and a reduction of an additional 3.3 years in the closed amortization period to 21.0 years. Fiscal Year 2010 2012 2014 Fiscal Year 2010 2012 2014 SCHEDULE OF DENTON FIREMEN'S RELIEF AND RETIREMENT PLAN FUNDING PROGRESS AND CONTRIBUTIONS LAST THREE VALUATION YEARS (Unaudited) r`i Exhibit XII Funded Percent 77% 80 77 Percent Contributed 91% 100 100 Funded Percent 70% 72 77 Percent Contributed 100% 100 100 Unfunded Actuarial Actuarial Actuarial Actuarial Accrued Valuation Value of Accrued Liability Date Assets Liability (AAL) (UAAL) 12/31/2009 $ 46,256,617 $ 65,874,164 $ (19,617,547) 12/31/2011 54,169,459 75,228,727 (21,059,268) 12/31/2013 62,089,743 80,490,694 (18,400,951) UAAL as Percent of Annual Covered Covered Required Actual Payroll Payroll Contributions Contributions $ 12,750,355 153.9 $ 1,976,155 $ 1,976,155 12,938,426 162.8 2,253,667 2,253,667 13,790,301 133.4 2,576,652 2,576,652 r`i Exhibit XII Funded Percent 77% 80 77 Percent Contributed 91% 100 100 Funded Percent 70% 72 77 Percent Contributed 100% 100 100 Exhibit 1 CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION Exhibit XIH SCHEDULE OF OTHER POST EMPLOYMENT BENEFITS FUNDING PROGRESS AND CONTRIBUTIONS LAST THREE VALUATION YEARS (Unaudited) 72 Unfunded Actuarial Actuarial Actuarial Actuarial Accrued Fiscal Valuation Value of Accrued Liability Funded Year Date Assets Liability (AAL) (UAAL) Percent 2010 10/1/2009 - $ 10,944,544 $ (10,944,544) 0% 2012 10/1/2011 - 12,565,747 (12,565,747) 0 2014 10/1/2013 - 13,715,238 (13,715,238) 0 UAAL as Percent of Annual Fiscal Covered Covered Required Actual Percent Year Payroll Payroll Contributions Contributions Contributed 2010 $ 74,045,518 14.8 $ 1,314,901 $ 370,759 28% 2012 71,315,386 17.6 1,582,219 1,481,210 94 2014 79,692,115 17.2 1,821,243 909,288 50 72 Exhibit 1 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL DEBT SERVICE FUND FOR THE YEAR ENDED SEPTEMBER 30, 2014 Exhibit XIV EXPENDITURES: Debt service: Principal, interest and fiscal charges 44,277,495 44,277,495 15,382,784 28,852,429 44,235,213 42,282 Bond issuance costs - - 25,836 (25,836) - - Total expenditures 44,277,495 44,277,495 15,408,620 28,826,593 44,235,213 42,282 Excess (deficiency) of revenues over (under) expenditures (29,261,927) (29,261,927) (287,399) (28,826,593) (29,113,992) 147,935 OTHER FINANCING SOURCES (USES): Refunding bonds issued - - 3,130,000 (3,130,000) Variance with - Payment to refunded bond escrow agent - - Adjustments - Actual on a Final Budget - - Budgeted Amounts Actual Budgetary Budgetary Positive 90,035 Original Final Amounts Basis Basis (Negative) REVENUES: 415,691 28,852,429 29,268,120 6,193 Total other financing sources (uses) Taxes $ 14,965,568 $ 14,965,568 $ 15,051,614 $ - $ 15,051,614 $ 86,046 Investment revenue 50,000 50,000 69,607 - 69,607 19,607 Total revenues 15,015,568 15,015,568 15,121,221 - 15,121,221 105,653 EXPENDITURES: Debt service: Principal, interest and fiscal charges 44,277,495 44,277,495 15,382,784 28,852,429 44,235,213 42,282 Bond issuance costs - - 25,836 (25,836) - - Total expenditures 44,277,495 44,277,495 15,408,620 28,826,593 44,235,213 42,282 Excess (deficiency) of revenues over (under) expenditures (29,261,927) (29,261,927) (287,399) (28,826,593) (29,113,992) 147,935 OTHER FINANCING SOURCES (USES): Refunding bonds issued - - 3,130,000 (3,130,000) - - Payment to refunded bond escrow agent - - (3,194,293) 3,194,293 - - Premium on debt issuance - - 90,035 (90,035) - - Transfers in 29,261,927 29,261,927 415,691 28,852,429 29,268,120 6,193 Total other financing sources (uses) 29,261,927 29,261,927 441,433 28,826,687 29,268,120 6,193 Net change in fund balance - - 154,034 94 154,128 154,128 Fund balance at beginning of year 4,572,807 4,572,807 4,572,807 - 4,572,807 - Fund balance at end of year $ 4,572,807 $ 4,572,807 $ 4,726,841 $ 94 $ 4,726,935 $ 154,128 Adjustments - Budgetary Basis are pass- through debt service payments budgeted as transfers in from enterprise and internal service funds. Other Financing Sources (Uses) related to refunding are adjusted out as they are non - budgeted items reducing future debt service payments. 73 Exhibit 1 74 Exhibit 1 NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS Special revenue funds are used to account for specific revenues that are legally restricted to expenditures for particular purposes. Community Development Block Grant (CDBG) — to account for the operations of projects utilizing Community Development Block Grant Funds. Such revenues are restricted to expenditures for specified projects by the Department of Housing and Urban Development. Recreation — to account for the revenues and expenditures for the recreation programs that are self - supporting. All expenditures will be reimbursed 100 %. Various business operations, such as concessions, fall into this account. Criminal Justice — to account for revenue received from the State of Texas Criminal Justice Division and other grants administered by the police department. Police Confiscation — to account for revenues received from confiscated goods. Expenditures are restricted to enhancing law enforcement. Tourist and Convention — to account for taxes received from hotel and motel occupancy for the purpose of promoting tourism. Street Improvement — to account for street maintenance and improvement activities. Gas Well Revenues — to account for the receipt of royalty, pooling, tax, and lease revenue related to gas wells. Citizens' Park Trusts — to account for several small trust funds that are for park development. All Other — to account for miscellaneous special revenue sources that are required to finance specific activities. rR CITY OF DENTON, TEXAS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS AS OF SEPTEMBER 30, 2014 Exhibit 1 Special Revenue Funds Community Development Criminal Police Block Grant Recreation Justice Confiscation ASSETS Cash, cash equivalents and investments, at fair value $ - $ 488,626 $ - $ 191,680 Receivables (net of allowances): Accrued interest - 1,447 - 568 Other 20,000 530 - - Interfund receivables - 169,357 - - Due from other governments 92,933 - 166,139 - Total assets $ 112,933 $ 659,960 $ 166,139 $ 192,248 LIABILITIES: Accounts payable $ 61,501 $ 86,016 $ 31,686 $ 3,433 Interfund payables 34,904 - 134,453 - Unearned revenues - - - - Total liabilities 96,405 86,016 166,139 3,433 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - intergovernmental 698 530 144,084 - Total deferred inflows of resources 698 530 144,084 - FUND BALANCES (DEFICIT): Restricted for: Parks and recreation - - - - Other grants and purposes 15,830 - (144,084) 188,815 Committed to: Streets - - - - Parks and recreation - 573,414 - - Other purposes - - - - Assigned to: Other purposes - - - - Total fund balance (deficit) 15,830 573,414 (144,084) 188,815 Total liabilities, deferred inflows of resources, and fund balances (deficit) $ 112,933 $ 659,960 $ 166,139 $ 192,248 76 Exhibit 1 Exhibit XV 77 Special Revenue Funds (continued) Total Tourist Citizens' Nonmajor and Street Gas Well Park All Governmental Convention Improvement Revenues Trusts Other Funds $ 1,412,370 $ 1,684,960 $ 136,807 $ 5,289,495 $ 4,407,396 $ 13,611,334 4,182 4,989 405 15,663 13,051 40,305 160,530 - 44,414 - 265,675 491,149 - - - - - 169,357 - - - - 137,922 396,994 $ 1,577,082 $ 1,689,949 $ 181,626 $ 5,305,158 $ 4,824,044 $ 14,709,139 $ 73,580 $ 773,336 $ - $ - $ 436,698 $ 1,466,250 - - - - - 169,357 - - - - 16,576 16,576 73,580 773,336 - - 453,274 1,652,183 - - - - 17,126 162,438 - - - - 17,126 162,438 - - 181,611 5,305,158 1,692 5,488,461 1,503,502 - - - 756,946 2,321,009 - 916,613 - - - 916,613 - - 15 - - 573,429 - - - - 3,560,159 3,560,159 - - - - 34,847 34,847 1,503,502 916,613 181,626 5,305,158 4,353,644 12,894,518 $ 1,577,082 $ 1,689,949 $ 181,626 $ 5,305,158 $ 4,824,044 $ 14,709,139 77 Exhibit 1 CITY OF DENTON, TEXAS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 REVENUES: Tax revenue Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Interest and other charges Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Fund balance (deficit) at beginning of year Fund balance (deficit) at end of year Special Revenue Funds Community Development Criminal Police Block Grant Recreation Justice Confiscation - - 74,287 1,760,092 - - - 3,801 - 1,823 2,380,136 - 1,758,110 - 182,027 5,602 - 2,836 2,562,163 1,769,495 1,758,110 78,946 2,427,586 - - - - - 558,669 150,654 1,655,172 - - - 1,404,944 179,026 2,427,586 1,655,172 1,963,613 329,680 134,577 114,323 (205,503) (250,734) 70,320 - (133,585) (94,824) - - (133,585) (94,824) 70,320 - 992 19,499 (135,183) (250,734) 14,838 553,915 (8,901) 439,549 $ 15,830 $ 573,414 $ (144,084) $ 188,815 78 Exhibit 1 Exhibit XVI 79 Special Revenue Funds (continued) Total Tourist Citizens' Nonmaj or and Street Gas Well Park All Governmental Convention Improvement Revenues Trusts Other Funds $ 1,982,643 $ - $ - $ - $ 245,506 $ 2,228,149 - 7,111,757 - - - 7,111,757 - - - - 1,648,083 1,722,370 - 305,910 321,937 559,806 1,325,884 4,273,629 7,566 6,651 321 26,475 10,400 57,037 - - - - 760,361 4,898,607 530 36,507 - - 519,345 746,847 1,990,739 7,460,825 322,258 586,281 4,509,579 21,038,396 1,738,528 - - - 419,513 4,585,627 - - - - 1,716,323 2,425,646 - 7,084,219 - - - 7,084,219 - - 45,500 15,043 171,152 1,886,867 - - - 129,127 401,639 2,114,736 - 50,254 - - - 50,254 - 8,243 - - - 8,243 1,738,528 7,142,716 45,500 144,170 2,708,627 18,155,592 252,211 318,109 276,758 442,111 1,800,952 2,882,804 - 379,911 - - 208,136 658,367 - (1,111,591) (131,279) - (79,848) (1,551,127) - (731,680) (131,279) - 128,288 (892,760) 252,211 (413,571) 145,479 442,111 1,929,240 1,990,044 1,251,291 1,330,184 36,147 4,863,047 2,424,404 10,904,474 $ 1,503,502 $ 916,613 $ 181,626 $ 5,305,158 $ 4,353,644 $ 12,894,518 79 Exhibit 1 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: RECREATION FUND FOR YEAR ENDED SEPTEMBER 30, 2014 REVENUES: Fees for services Investment revenue Miscellaneous Total revenues EXPENDITURES: Parks and recreation Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING USES: Transfers out Total other financing uses Net change in fund balance Exhibit XVII 1,905,110 - 1,655,172 (181,738) 1,473,434 (1,473,434) 1,905,110 - 1,655,172 (181,738) 1,473,434 (1,473,434) (55,119) 1,849,991 114,323 181,738 296,061 (1,553,930) (181,738) (276,562) (94,824) (181,738) (276,562) - (181,738) (276,562) (94,824) (181,738) (276,562) - (236,857) 1,573,429 19,499 - 19,499 (1,553,930) Fund balance at beginning of year 553,915 553,915 553,915 - 553,915 - Fund balance at end of year $ 317,058 $ 2,127,344 $ 573,414 $ - $ 573,414 $ (1,553,930) Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 80 Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) $ 1,834,991 $ 1,834,991 $ 1,760,092 $ - $ 1,760,092 $ (74,899) 15,000 15,000 3,801 - 3,801 (11,199) - - 5,602 - 5,602 5,602 1,849,991 1,849,991 1,769,495 - 1,769,495 (80,496) 1,905,110 - 1,655,172 (181,738) 1,473,434 (1,473,434) 1,905,110 - 1,655,172 (181,738) 1,473,434 (1,473,434) (55,119) 1,849,991 114,323 181,738 296,061 (1,553,930) (181,738) (276,562) (94,824) (181,738) (276,562) - (181,738) (276,562) (94,824) (181,738) (276,562) - (236,857) 1,573,429 19,499 - 19,499 (1,553,930) Fund balance at beginning of year 553,915 553,915 553,915 - 553,915 - Fund balance at end of year $ 317,058 $ 2,127,344 $ 573,414 $ - $ 573,414 $ (1,553,930) Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 80 Exhibit 1 CITY OF DENTON, TEXAS Exhibit XVIH SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: POLICE CONFISCATION FUND FOR YEAR ENDED SEPTEMBER 30, 2014 REVENUES: Fines and forfeitures Investment revenue Miscellaneous Total revenues EXPENDITURES: Public safety Capital outlay Total expenditures Net change in fund balance Fund balance at beginning of year Fund balance at end of year 81 Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) $ 400,000 $ 400,000 $ 74,287 $ - $ 74,287 $ (325,713) 2,200 2,200 1,823 - 1,823 (377) 50,000 50,000 2,836 - 2,836 (47,164) 452,200 452,200 78,946 - 78,946 (373,254) 446,730 446,730 150,654 - 150,654 296,076 - - 179,026 - 179,026 (179,026) 446,730 446,730 329,680 - 329,680 117,050 5,470 5,470 (250,734) - (250,734) (256,204) 439,549 439,549 439,549 - 439,549 - $ 445,019 $ 445,019 $ 188,815 $ - $ 188,815 $ (256,204) 81 Exhibit 1 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: TOURIST AND CONVENTION FUND FOR YEAR ENDED SEPTEMBER 30, 2014 Exhibit XIX 82 Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Taxes $ 1,739,454 $ 1,739,454 $ 1,982,643 $ - $ 1,982,643 $ 243,189 Investment revenue - - 7,566 - 7,566 7,566 Miscellaneous - - 530 - 530 530 Total revenues 1,739,454 1,739,454 1,990,739 - 1,990,739 251,285 EXPENDITURES: General government 1,916,777 1,916,777 1,738,528 - 1,738,528 178,249 Total expenditures 1,916,777 1,916,777 1,738,528 - 1,738,528 178,249 Net change in fund balance (177,323) (177,323) 252,211 - 252,211 429,534 Fund balance at beginning of year 1,251,291 1,251,291 1,251,291 - 1,251,291 - Fund balance at end of year $ 1,073,968 $ 1,073,968 $ 1,503,502 $ - $ 1,503,502 $ 429,534 82 Exhibit 1 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: STREET IMPROVEMENT FUND FOR YEAR ENDED SEPTEMBER 30, 2014 REVENUES: Franchise fees Fees for services Investment revenue Miscellaneous Total revenues EXPENDITURES: Public Works Debt service: Principal retirement Interest and other charges Total expenditures Excess (deficit) of revenues over (under) expenditures Exhibit XX 7,195,707 7,370,707 7,084,219 (70,015) 7,014,204 356,503 59,165 59,165 50,254 - 50,254 8,911 - - 8,243 - 8,243 (8,243) 7,254,872 7,429,872 7,142,716 (70,015) 7,072,701 357,171 269,420 94,420 318,109 70,015 388,124 293,704 OTHER FINANCING Variance with SOURCES (USES): Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) (949,331) (949,331) (1,111,591) (70,015) (1,181,606) (232,275) $ 7,186,378 $ 7,186,378 $ 7,111,757 $ - $ 7,111,757 $ (74,621) 327,914 327,914 305,910 - 305,910 (22,004) 10,000 10,000 6,651 - 6,651 (3,349) - - 36,507 - 36,507 36,507 7,524,292 7,524,292 7,460,825 - 7,460,825 (63,467) 7,195,707 7,370,707 7,084,219 (70,015) 7,014,204 356,503 59,165 59,165 50,254 - 50,254 8,911 - - 8,243 - 8,243 (8,243) 7,254,872 7,429,872 7,142,716 (70,015) 7,072,701 357,171 269,420 94,420 318,109 70,015 388,124 293,704 OTHER FINANCING SOURCES (USES): Transfers in 379,911 379,911 379,911 - 379,911 - Transfers out (949,331) (949,331) (1,111,591) (70,015) (1,181,606) (232,275) Total other financing uses (569,420) (569,420) (731,680) (70,015) (801,695) (232,275) Net change in fund balance (300,000) (475,000) (413,571) - (413,571) 61,429 Fund balance at beginning of year 1,330,184 1,330,184 1,330,184 - 1,330,184 - Fund balance at end of year $ 1,030,184 $ 855,184 $ 916,613 $ - $ 916,613 $ 61,429 Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 83 Exhibit 1 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: GAS WELL REVENUES FUND FOR YEAR ENDED SEPTEMBER 30, 2014 REVENUES: Fees for service Investment revenue Total revenues EXPENDITURES: Parks and recreation Total expenditures Excess of revenues over expenditures OTHER FINANCING USES: Transfers out Total other financing uses Net change in fund balance Fund balance at beginning of year Fund balance at end of year Exhibit XXI Variance with Adjustments - Actual on a Final Budget - Budgetary Budgetary Positive Budgeted Amounts Actual Original Final Amounts $ 150,000 $ 150,000 $ 321,937 $ 3,500 3,500 321 _ 153,500 153,500 322,258 45,500 45,500 153,500 153,500 276,758 Basis (Negative) $ 321,937 $ 171,937 321 (3,179) 322,258 168,758 45,500 (45,500) 45,500 (45,500) 276,758 123,258 (140,500) (140,500) 1( 31,279) - (131,279) 9,221 (140,500) (140,500) (131,279) - (131,279) 9,221 13,000 13,000 145,479 - 145,479 132,479 36,147 36,147 36,147 - 36,147 - $ 49,147 $ 49,147 $ 181,626 $ - $ 181,626 $ 132,479 84 Exhibit 1 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: CITIZENS' PARK TRUSTS FOR YEAR ENDED SEPTEMBER 30, 2014 Exhibit XXII 85 Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) REVENUES: Fees for service S 330,000 S 330,000 S 559,806 S - S 559,806 S 229,806 Investment revenue 22,000 22,000 26,475 - 26,475 4,475 Total revenues 352,000 352,000 586,281 - 586,281 234,281 EXPENDITURES: Parks and recreation - - 15,043 - 15,043 (15,043) Capital outlay 2,776,219 2,776,219 129,127 - 129,127 2,647,092 Total expenditures 2,776,219 2,776,219 144,170 - 144,170 2,632,049 Net change in fund balance (2,424,219) (2,424,219) 442,111 - 442,111 2,866,330 Fund balance at beginning of year 4,863,047 4,863,047 4,863,047 - 4,863,047 - Fund balance at end of year S 2,438,828 S 2,438,828 S 5,305,158 S - S 5,305,158 S 2,866,330 85 Exhibit 1 86 Exhibit I INTERNAL SERVICE FUNDS Internal Service Funds account for the financing of goods or services provided by one department for another. The City has six Internal Service Funds as follows: Materials Management Fund — to account for the financing of goods and services provided by Materials Management to other City departments. Such costs provided by Materials Management are billed to the other departments at standard labor charges and cost of parts plus 13 percent. Actual costs include depreciation on machinery and equipment used to provide the service. Fleet Services Fund — to account for the financing of goods and services provided by the Municipal Garage and Machine Shop to other City departments. Municipal Garage and Machine Shop billings include labor charges and cost of parts plus 25 percent. Actual costs include depreciation on the building, improvements, machinery, and equipment used to provide the service. Health Insurance Fund — to account for the accumulation of resources for the self - insurance activities of the City for employee medical insurance as well as other employee insurance benefits including long -term disability, short-term disability, dental insurance, and vision insurance. Risk Retention Fund — to account for the accumulation of resources for the payment of employee insurance claims and insurance policies. Technology Services Fund — to account for the accumulation of resources to provide computer programming services, systems analysis, imaging, print shop, and office services to City departments. Engineering Services Fund — to account for providing engineering, real estate, public works inspection, and development review services primarily to internal City departments although some services are provided to external entities. 87 Exhibit 1 CITY OF DENTON, TEXAS COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS AS OF SEPTEMBER 30, 2014 88 Materials Fleet Health Risk Management Services Insurance Retention Fund Fund Fund Fund ASSETS: Current assets: Cash, cash equivalents and investments, at fair value $ 24,927 $ 1,361,708 $ 6,625,336 $ 7,054,845 Receivables, net of allowances: Accrued interest - 4,032 19,618 20,890 Other - 104,715 - - Merchandise inventory 5,160,399 184,811 - - Prepaid items - - - - Total current assets 5,185,326 1,655,266 6,644,954 7,075,735 Noncurrent assets: Restricted assets: Escrow deposit - - 180,000 - Capital assets, net of accumulated depreciation 712,923 4,075,543 - - Total noncurrent assets 712,923 4,075,543 180,000 - Total assets 5,898,249 5,730,809 6,824,954 7,075,735 DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding 46,083 22,276 - - Total deferred outflows of resources 46,083 22,276 - - LIABILITIES: Current liabilities: Accounts payable 385,630 788,369 151,015 132,936 Claims payable - - 1,065,709 402,800 Compensated absences payable 48,089 79,098 - 38,561 Leases payable - - - - Accrued interest 1,787 5,833 - - Interfund payables 3,860,000 - - - Payable from restricted assets: Accounts payable - - - - Certificate and general obligation bonds 41,150 217,270 - - Total current liabilities 4,336,656 1,090,570 1,216,724 574,297 Noncurrent liabilities: Leases payable - - - - Payable from restricted assets: General obligation bonds payable 357,186 894,607 - - Compensated absences payable 1,598 20,480 - 16,048 Claims payable - - - 2,078,280 Municipal pension obligation 77,145 135,481 - 41,005 Other post employment benefits 47,646 75,231 - 21,417 Total noncurrent liabilities: 483,575 1,125,799 - 2,156,750 Total liabilities 4,820,231 2,216,369 1,216,724 2,731,047 NET POSITION: Net investment in capital assets 360,670 2,985,942 - - Restricted for capital acquisition Unrestricted 763,431 550,774 5,608,230 4,344,688 Total net position $ 1,124,101 $ 3,536,716 $ 5,608,230 $ 4,344,688 88 Exhibit 1 Exhibit XXIII Total Technology Engineering Internal Services Services Service $ 2,982,308 $ 1,028,639 $ 19,077,763 8,831 3,046 56,417 - - 104,715 - 5,345,210 - 17,700 17,700 2,991,139 1,049,385 24,601,805 - - 180,000 4,085,278 71,850 8,945,594 4,085,278 71,850 9,125,594 7,076,417 1,121,235 33,727,399 - 68,359 68,359 363,738 218,803 2,040,491 - - 1,468,509 158,362 125,439 449,549 300,972 - 300,972 477 - 8,097 - - 3,860,000 21,192 - 21,192 83,319 - 341,739 928,060 344,242 8,490,549 639,157 - 639,157 45,477 - 1,297,270 17,330 49,519 104,975 - - 2,078,280 220,459 144,547 618,637 94,797 100,748 339,839 1,017,220 294,814 5,078,158 1,945,280 639,056 13,568,707 3,016,353 71,850 6,434,815 2,114,784 410,329 13,792,236 $ 5,131,137 -L--L82 ,179 $ 20,227,051 89 Exhibit 1 CITY OF DENTON, TEXAS COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 OPERATING REVENUES: Charges for goods and services Miscellaneous Total operating revenues OPERATING EXPENSES: Operating expenses before depreciation Depreciation Total operating expenses Operating income (loss) NONOPERATING REVENUES (EXPENSES): Investment revenue Interest expense and fiscal charges Total non - operating revenues (expenses) Income (loss) before contributions and transfers Transfers in Transfers out Change in net position Net position at beginning of year - as previously stated Prior period adjustment (Note I.E) Net position at beginning of year Total net position at end of year Materials Fleet Health Risk Management Services Insurance Retention Fund Fund Fund Fund $ 6,532,753 $ 10,084,360 $ 21,986,650 $ 2,910,495 73,086 33,198 901,773 43,053 6,605,839 10,117,558 22,888,423 2,953,548 6,610,323 9,740,641 21,510,684 3,233,733 21,268 154,391 - - 6,631,591 9,895,032 21,510,684 3,233,733 (25,752) 222,526 1,377,739 (280,185) - 2,937 24,835 34,689 (17,513) (50,045) - - (17,513) (47,108) 24,835 34,689 (43,265) 175,418 1,402,574 (245,496) - 3,350 - - (16,197) (41,587) - - (59,462) 137,181 1,402,574 (245,496) 1,186,789 3,405,754 4,205,656 4,590,184 (3,226) (6,219) - - 1,183,563 3,399,535 4,205,656 4,590,184 $ 1,124,101 $ 3,536,716 $ 5,608,230 $ 4,344,688 0I9 Exhibit XXIV 4,963,278 - 18,351,661 (1,159) - (10,604) 4,962,119 - 18,341,057 $ 5,131,137 $ 482,179 $ 20,227,051 Exhibit 1 a* Total Technology Engineering Internal Services Services Service Fund Fund Funds $ 8,727,596 $ 3,397,980 $ 53,639,834 1,587 - 1,052,697 8,729,183 3,397,980 54,692,531 7,001,025 2,989,679 51,086,085 1,501,462 4,646 1,681,767 8,502,487 2,994,325 52,767,852 226,696 403,655 1,924,679 10,926 2,028 75,415 (46,154) - (113,712) (35,228) 2,028 (38,297) 191,468 405,683 1,886,382 9,050 76,496 88,896 (31,500) - (89,284) 169,018 482,179 1,885,994 4,963,278 - 18,351,661 (1,159) - (10,604) 4,962,119 - 18,341,057 $ 5,131,137 $ 482,179 $ 20,227,051 Exhibit 1 a* Exhibit 1 CITY OF DENTON, TEXAS COMBINING STATEMENT OF CASH FLOWS INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) Materials Fleet Health Adjustments: Management Services Insurance Depreciation expense Fund Fund Fund CASH FLOWS FROM OPERATING ACTIVITIES: 134 53,941 308,530 Cash received from customers $ 6,605,973 $ 10,171,499 $ 23,196,954 Cash paid to employees for services (1,129,027) (1,588,512) - Cash paid to suppliers (5,427,005) (7,792,492) (21,875,530) Net cash provided (used) by operations 49,941 790,495 1,321,424 CASH FLOWS FROM NONCAPITAL FINANCING 295,000 - - ACTIVITIES: 540 949 - Transfers out - (41,587) - Transfers in - 3,350 - Net cash provided (used) by noncapital $ 49,941 $ 790,495 $ 1,321,424 financing activities - (38,237) - CASH FLOWS FROM CAPITAL FINANCING ACTIVITIES: - 367 1,493 Principal payments on capital debt (29,526) (230,668) - Interest and fiscal charges (14,588) (51,632) - Principal payments under capital lease obligation - - - Proceeds from issuance of debt - 35,872 - Proceeds from the sale of fixed assets - 22,983 - Acquisition and construction of capital assets - (22,992) - Net cash used by capital financing activities (44,114) (246,437) - CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities 16,907 159,790 1,176,347 Purchase of investment securities - (615,551) (2,394,440) Interest received on investments 63 1,748 22,794 Net cash provided (used) by investing activities 16,970 (454,013) (1,195,299) Net increase (decrease) in cash and cash equivalents 22,797 51,808 126,125 Cash and cash equivalents at beginning of year 2,130 95,591 591,037 Cash and cash equivalents at end of year 24,927 147,399 717,162 Investments, at fair value - 1,214,309 5,908,174 Cash, cash equivalents and investments, at fair value $ 24,927 $ 1,361,708 $ 6,625,336 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) $ (25,752) $ 222,526 $ 1,377,739 Adjustments: Depreciation expense 21,268 154,391 - Decrease (Increase) in receivables 134 53,941 308,530 Decrease (Increase) in inventories (404,805) 1,138 - Decrease in prepaid items - - - Increase (Decrease) in accounts payable 146,419 340,050 (364,845) Increase in compensated absences 8,333 4,614 - Increase in interfund payables 295,000 - - Increase in municipal pension obligation 540 949 - Increase in other post employment benefits 8,804 12,886 - Total adjustments 75,693 567,969 (56,315) Net cash provided by operating activities $ 49,941 $ 790,495 $ 1,321,424 NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES: Increase in fair value of investments - 367 1,493 Capital asset contributions (16,197) - - Increase in capital lease obligations - - - Nye Exhibit 1 Exhibit XXV (31,500) 9,050 (22,450) (73,087) 12,400 (60,687) - (100,000) - Total Risk Technology Engineering Internal Retention Services Services Service Fund Fund Fund Funds $ 2,953,548 $ 8,729,183 $ 3,394,934 $ 55,052,091 (595,783) (2,897,176) (1,862,091) (8,072,589) (2,279,196) (3,975,954) (506,232) (41,856,409) 78,569 1,856,053 1,026,611 5,123,093 (31,500) 9,050 (22,450) (73,087) 12,400 (60,687) - (100,000) - (360,194) - (52,941) - (119,161) - (1,084,218) - (1,084,218) - - - 35,872 - - - 22,983 - (457,191) - (480,183) - (1,694,350) - (1,984,901) 2,516,008 785,576 203,561 4,858,189 (2,644,440) (930,419) (1,120,855) (7,705,705) 36,895 11,519 2,028 75,047 (91,537) (133,324) (915,266) (2,772,469) (12,968) 5,929 111,345 305,036 776,622 316,892 - 1,782,272 763,654 322,821 111,345 2,087,308 6,291,191 2,659,487 917,294 16,990,455 $ 7,054,845 $ 2,982,308 $ 1,028,639 $ 19,077,763 $ (280,185) $ 226,696 $ 403,655 $ 1,924,679 - 1,501,462 4,646 1,681,767 - - (3,046) 359,559 - - - (403,667) - - (17,700) (17,700) 334,817 80,316 218,803 755,560 18,869 27,483 174,958 234,257 - - - 295,000 287 1,545 144,547 147,868 4,781 18,551 100,748 145,770 358,754 1,629,357 622,956 3,198,414 $ 78,569 $ 1,856,053 $ 1,026,611 $ 5,123,093 1,261 559 441 4,121 - - 76,496 60,299 - 1,254,087 - 1,254,087 93 Exhibit 1 CITY OF DENTON, TEXAS COMBINING STATEMENT OF ASSETS AND LIABILITIES AGENCY FUNDS AS OF SEPTEMBER 30, 2014 Exhibit XXVI 94 Agency Funds Other Total Payroll Developers' Agency Agency Fund Escrow Fund Funds Funds ASSETS: Cash, cash equivalents and investments, at fair value $ 1,405,040 $ 229,201 $ 358,100 $ 1,992,341 Accrued interest - 679 - 679 Other assets - - 111,622 111,622 Total assets $ 1,405,040 $ 229,880 $ 469,722 $ 2,104,642 LIABILITIES: Accounts payable $ 1,405,040 $ 229,880 $ 469,722 $ 2,104,642 Total liabilities $ 1,405,040 $ 229,880 $ 469,722 $ 2,104,642 94 Exhibit 1 CITY OF DENTON, TEXAS Exhibit XXVII COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES AGENCY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 Balance Balance October 1, 2012 Additions Deductions September 30, 2013 PAYROLL FUND ASSETS Cash and deposits $ 1,346,134 $ 47,800,064 $ 47,741,158 $ 1,405,040 Total assets $ 1,346,134 $ 47,800,064 $ 47,741,158 $ 1,405,040 LIABILITIES Accounts payable $ 1,346,134 $ 47,800,064 $ 47,741,158 $ 1,405,040 Total liabilities $ 1,346,134 $ 47,800,064 $ 47,741,158 $ 1,405,040 DEVELOPERS' ESCROW FUND ASSETS Cash and deposits $ 227,951 $ 2,165 $ 915 $ 229,201 Accrued interest 759 679 759 679 Total assets $ 228,710 $ 2,844 $ 1,674 $ 229,880 LIABILITIES Accounts payable $ 228,710 $ 2,844 $ 1,674 $ 229,880 Total liabilities $ 228,710 $ 2,844 $ 1,674 $ 229,880 OTHER AGENCY FUNDS ASSETS Cash, cash equivalents and investments, at fair value $ 340,224 $ 1,726,455 $ 1,708,579 $ 358,100 Other assets 78,271 295,408 262,057 111,622 Total assets $ 418,495 $ 2,021,863 $ 1,970,636 $ 469,722 LIABILITIES Accounts payable $ 418,495 $ 2,021,863 $ 1,970,636 $ 469,722 Total liabilities $ 418,495 $ 2,021,863 $ 1,970,636 $ 469,722 TOTAL AGENCY FUNDS ASSETS Cash, cash equivalents and investments, at fair value $ 1,914,309 $ 49,528,684 $ 49,450,652 $ 1,992,341 Accrued interest 759 679 759 679 Other assets 78,271 295,408 262,057 111,622 Total assets $ 1,993,339 $ 49,824,771 $ 49,713,468 $ 2,104,642 LIABILITIES Accounts payable $ 1,993,339 $ 49,824,771 $ 49,713,468 $ 2,104,642 Total liabilities $ 1,993,339 $ 49,824,771 $ 49,713,468 $ 2,104,642 O Exhibit 1 0Z. CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS COMPARATIVE SCHEDULES BY SOURCE* AS OF SEPTEMBER 30, 2013 AND 2014 Governmental funds capital assets: Land Work in progress Buildings Plant, machinery and equipment Infrastructure Total governmental funds capital assets Investments in governmental funds capital assets by source: General fund Special revenue funds Capital projects funds Total governmental funds capital assets Exhibit 1 Exhibit XXVIH *This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net assets. 97 2014 2013 $ 14,966,181 $ 13,814,315 36,765,958 28,496,558 57,660,509 57,660,509 65,276,697 58,665,988 228,073,935 221,510,615 $ 402,743,280 $ 380,147,985 $ 182,195,367 $ 179,096,226 8,455,371 6,414,037 212,092,542 194,637,722 $ 402,743,280 $ 380,147,985 *This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net assets. 97 Exhibit 1 CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS SCHEDULE BY FUNCTION AND ACTIVITY* AS OF SEPTEMBER 30, 2014 Plant, Machinery and Function and Activity Land Buildings Equipment General government: Finance Legal Municipal court /judge /clerks Human resources City manager /economic development Facilities management Library Building inspections Planning /community development Engineering Code Enforcement Gas Well Review Total general government Public works: Traffic operations Streets Total public works Parks and recreation Public safety: Fire administration Fire operations Fire prevention Emergency medical services Police Animal services Total public safety Total governmental funds capital assets Exhibit XXIX Work in Infrastructure Progress Total - 14,600 1,601,864 17,945,175 3,229,508 22,791,147 890,783 5,000 4,806,853 194,245,712 22,976,561 222,924,909 890,783 19,600 6,408,717 212,190,887 26,206,069 245,716,056 10,760,556 16,248,837 10,576,004 15,269,255 1,039,801 53,894,453 - - 48,265 $ - $ - $ 48,265 - - 358,124 - - 358,124 - - 491,777 - 3,145 494,922 - - 6,643 - 39,900 46,543 - 808,462 479,519 - 106,467 1,394,448 286,074 15,529,855 8,619,657 570,021 1,108,224 26,113,831 - 12,050,477 7,429,115 14,715 7,549 19,501,856 - - 217,890 - - 217,890 - 494,500 485,318 24,057 30,223 1,034,098 - - - - 784,835 784,835 - - 173,062 - - 173,062 - - 62,349 - 4,240 66,589 286,074 28,883,294 18,371,719 608,793 2,084,583 50,234,463 - 14,600 1,601,864 17,945,175 3,229,508 22,791,147 890,783 5,000 4,806,853 194,245,712 22,976,561 222,924,909 890,783 19,600 6,408,717 212,190,887 26,206,069 245,716,056 10,760,556 16,248,837 10,576,004 15,269,255 1,039,801 53,894,453 - - 169,450 - - 169,450 2,024,704 12,109,983 14,055,065 5,000 1,190,549 29,385,301 - - 1,366,809 - - 1,366,809 - - 381,368 - - 381,368 - 11,993 13,587,856 - 1,122,405 14,722,254 1,004,064 386,802 359,709 - 5,122,551 6,873,126 3,028,768 12,508,778 29,920,257 5,000 7,435,505 52,898,308 $ 14,966,181 $ 57,660,509 $ 65,276,697 $ 228,073,935 $ 36,765,958 $ 402,743,280 *This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net assets. F0I: Exhibit 1 CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS SCHEDULE OF CHANGES BY FUNCTION AND ACTIVITY* FOR THE YEAR ENDED SEPTEMBER 30, 2014 Governmental Funds Capital Assets Function and Activity October 1, 2013 Additions General government: Exhibit XXX Governmental Funds Capital Assets Deductions September 30, 2014 Finance $ 23,100 $ 25,165 $ - $ 48,265 Legal 380,570 40,819 (63,265) 358,124 Municipal court /judge /clerks 491,777 - - 491,777 Human resources 6,643 - - 6,643 City manager /economic development 1,198,657 107,881 (18,557) 1,287,981 Facilities management 23,832,910 1,190,678 (17,981) 25,005,607 Library 19,053,587 461,987 (21,267) 19,494,307 Building inspections 224,498 71,370 (77,978) 217,890 Planning /community development 1,003,875 - - 1,003,875 Engineering 1,129,064 - (1,129,064) - Code Enforcement 173,062 - - 173,062 Gas Well Review 62,349 - - 62,349 Total general government 47,580,092 1,897,900 (1,328,112) 48,149,880 Public works: Traffic operations 19,269,277 292,362 - 19,561,639 Streets 192,940,511 7,193,110 (185,273) 199,948,348 Total public works 212,209,788 7,485,472 (185,273) 219,509,987 Parks and recreation 50,532,509 2,835,521 (513,378) 52,854,652 Public safety: Fire administration 169,450 - - 169,450 Fire operations 25,698,392 2,496,360 - 28,194,752 Fire prevention 1,163,137 203,671 - 1,366,808 Emergency medical services 381,368 - - 381,368 Police 12,166,115 1,443,233 (9,499) 13,599,849 Animal services 1,750,576 - - 1,750,576 Total public safety 41,329,038 4,143,264 (9,499) 45,462,803 Work in progress 28,496,558 20,049,388 (11,779,988) 36,765,958 Total governmental funds capital assets $ 380,147,985 $ 36,411,545 $ (13,816,250) $ 402,743,280 *This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net assets. UM Exhibit 1 `[1111 Exhibit 1 STATISTICAL SECTION This part of the City of Denton's comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the city's overall financial health. Contents Financial Trends These schedules contain trend information to help the reader understand how the city's financial performance and well -being have changed over time. (Tables 1 — 4) Revenue Capacity These schedules contain information to help the reader assess the city's most significant local revenue source, the property tax. These tables do not include the Electric fund information due to confidentiality of information necessary for competitive rates. (Tables 5 — 8) Debt Capacity These schedules present information to help the reader assess the affordability of the city's current level of outstanding debt and the city's ability to issue additional debt in the future. (Tables 9 — 12) Demographic and Economic Information These schedules offer demographic and economic indicators to help the reader understand the environment within which the city's financial activities take place. (Tables 13 — 14) Operating Information These schedules contain service and infrastructure data to help the reader understand how the information in the city's financial report relates to the services the city provides and the activities it performs. (Tables 15 — 17) Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year. 1[111 CITY OF DENTON, TEXAS NET POSITION BY COMPONENT LAST TEN FISCAL YEARS (accrual basis of accounting) Exhibit 1 2005 2006 2007 2008 2009 Governmental activities 193,657,258 213,074,701 242,015,614 263,325,859 282,463,031 Net investment in capital assets $ 107,112,321 $ 107,410,289 $ 99,858,383 $ 102,040,021 $ 102,110,134 Restricted 451,046 439,658 886,141 1,454,579 1,947,553 Unrestricted 18,519,185 30,352,691 30,738,026 37,610,966 38,252,078 Total governmental activities net position 126,082,552 138,202,638 131,482,550 141,105,566 142,309,765 Business -type activities Net investment in capital assets 193,657,258 213,074,701 242,015,614 263,325,859 282,463,031 Restricted 30,863,580 30,974,925 31,015,188 33,087,609 33,380,595 Unrestricted 76,726,025 90,843,185 107,837,825 107,545,434 109,826,810 Total business -type activities net position 301,246,863 334,892,811 380,868,627 403,958,902 425,670,436 Primary government Net investment in capital assets 300,769,579 320,484,990 341,873,997 365,365,880 384,573,165 Restricted 31,314,626 31,414,583 31,901,329 34,542,188 35,328,148 Unrestricted 95,245,210 121,195,876 138,575,851 145,156,400 148,078,888 Total primary government net position $ 427,329,415 $ 473,095,449 $ 512,351,177 $ 545,064,468 $ 567,980,201 Source: Comprehensive Annual Financial Reports 1104 Exhibit 1 Table 1 2010 2011 2012 2013 2014 $ 104,636,239 $ 103,073,465 $ 101,784,929 $ 116,146,838 $ 128,915,116 2,894,676 2,839,556 3,460,027 4,116,256 12,233,226 46,480,569 34,590,673 35,005,109 35,136,072 28,096,148 154,011,484 140,503,694 140,250,065 155,399,166 169,244,490 277,356,195 296,006,601 315,479,026 347,780,207 383,678,313 30,598,923 30,454,314 28,559,731 28,654,879 28,056,605 131,497,936 158,120,736 169,653,341 158,145,443 139,515,508 439,453,054 484,581,651 513,692,098 534,580,529 551,250,426 381,992,434 399,080,066 417,263,955 463,927,045 512,593,429 33,493,599 33,293,870 32,019,758 32,771,135 40,289,831 177,978,505 192,711,409 204,658,450 193,281,515 167,611,656 $ 593,464,538 $ 625,085,345 $ 653,942,163 $ 689,979,695 $ 720,494,916 1[1X1 Exhibit 1 CITY OF DENTON, TEXAS CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) Business -type activities: 2005 2006 2007 2008 2009 EXPENSES 132,829,976 145,368,132 123,926,967 138,791,009 124,901,262 Governmental activities: 22,380,589 26,708,095 25,839,614 26,226,068 28,636,190 General government S 26,675,799 S 22,165,661 S 22,145,804 S 26,408,949 S 27,482,131 Public safety 33,642,445 36,626,635 42,161,674 43,426,526 45,368,783 Public works 11,986,881 12,485,281 14,008,867 15,448,473 15,816,065 Parks and recreation 9,912,996 10,497,241 11,564,247 12,927,020 12,755,037 Interest expense 4,175,466 4,333,428 4,658,128 5,372,868 5,733,268 Total governmental activities expenses 86,393,587 86,108,246 94,538,720 103,583,836 107,155,284 Business -type activities: Electric system 132,829,976 145,368,132 123,926,967 138,791,009 124,901,262 Water system 22,380,589 26,708,095 25,839,614 26,226,068 28,636,190 Wastewater system 18,808,374 19,027,926 18,785,353 19,413,247 19,909,229 Solid waste 13,168,880 13,454,556 15,451,025 17,065,295 18,036,331 Airport - - - - - Total business -type activities expenses 187,187,819 204,558,709 184,002,959 201,495,619 191,483,012 Total primary government expenses 273,581,406 290,666,955 278,541,679 305,079,455 298,638,296 PROGRAM REVENUES Governmental activities: Charges for services: 129,343,037 149,419,800 128,973,477 138,467,222 128,511,236 General government 3,333,866 3,904,941 3,694,869 3,310,592 4,792,856 Public safety 4,965,056 6,023,100 6,160,611 6,461,037 6,554,619 Public works 1,086,387 802,711 800,378 853,091 586,377 Parks and recreation 2,613,567 3,234,347 3,220,837 3,292,528 2,990,921 Operating grants and contributions 2,995,978 3,712,817 2,991,224 3,306,325 2,281,136 Capital grants and contributions 7,426,194 5,536,786 5,399,220 7,308,398 3,641,296 Total governmental activities 198,066,104 231,173,695 203,846,383 214,897,902 207,407,522 program revenues 22,421,048 23,214,702 22,267,139 24,531,971 20,847,205 Business -type activities: Charges for services: Electric system 129,343,037 149,419,800 128,973,477 138,467,222 128,511,236 Water system 24,890,289 33,436,651 27,830,767 30,843,797 30,067,774 Wastewater system 20,423,424 23,670,458 22,634,454 23,184,369 22,342,174 Solid waste 13,600,512 14,624,132 15,967,051 16,660,375 18,386,616 Airport - - - - - Capital grants and contributions 9,808,842 10,022,654 8,440,634 5,742,139 8,099,722 Total business -type activities program revenues 198,066,104 231,173,695 203,846,383 214,897,902 207,407,522 Total primary government program revenues 220,487,152 254,388,397 226,113,522 239,429,873 228,254,727 NET (EXPENSE)/REVENUE Governmental activities (63,972,539) (62,893,544) (72,271,581) (79,051,865) (86,308,079) Business -type activities 10,878,285 26,614,986 19,843,424 13,402,283 15,924,510 Total primary government program net expense S (53,094,254) S (36,278,558) S (52,428,157) S (65,649,582) S (70,383,569) f[K! Exhibit 1 2010 2011 2012 2013 Table 2 2014 $29,569,535 $28,198,604 $29,421,275 $27,686,735 $30,476,840 47,998,906 49,154,371 52,496,010 52,906,985 56,893,859 15,767,926 16,089,302 18,662,029 18,663,884 16,950,280 12,854,336 12,421,893 12,968,426 13,714,245 14,543,461 5,121,329 5,046,724 4,755,938 4,464,309 4,339,154 111,312,032 110,910,894 118,303,678 117,436,158 123,203,594 114,903,831 117,769,599 122,428,808 146,246,880 157,906,294 27,219,944 28,293,109 26,822,690 26,814,020 24,023,392 20,560,600 20,455,424 20,890,614 21,467,088 22,176,191 18,028,832 20,008,746 21,695,322 21,730,796 23,844,055 - 1,326,397 1,472,155 1,608,989 2,435,446 180,713,207 187,853,275 193,309,589 217,867,773 230,385,378 292,025,239 298,764,169 311,613,267 335,303,931 353,588,972 3,551,733 4,108,687 3,873,349 4,105,648 4,645,655 6,431,007 7,075,328 7,069,770 7,767,083 7,064,927 1,425,683 525,024 1,086,269 1,159,605 885,010 3,372,579 3,964,517 3,951,433 4,059,383 5,833,238 3,407,085 4,270,697 2,598,157 3,118,105 4,788,149 15,206,424 7,497,908 4,292,468 14,671,571 11,127,695 33,394,511 27,442,161 22,871,446 34,881,395 34,344,674 119,156,314 131,435,554 132,352,950 136,655,892 150,362,507 28,407,954 36,790,720 36,265,061 37,586,306 34,865,803 21,917,651 23,338,841 24,570,095 26,588,179 28,629,754 18,432,245 20,979,967 22,944,272 24,468,976 25,980,914 - 3,203,426 1,909,619 1,880,812 1,925,825 5,153,568 5,053,024 4,317,463 9,877,185 5,656,622 193,067,732 220,801,532 222,359,460 237,057,350 247,421,425 226,462,243 248,243,693 245,230,906 271,938,745 281,766,099 (77,917,521) (83,468,733) (95,432,232) (82,554,763) (88,858,920) 12,354,525 32,948,257 29,049,871 19,189,577 17,036,047 $ (65,562,996) $ (50,520,476) $ (66,382,361) $ (63,365,186) $ (71,822,873) (continued) 11111 Exhibit 1 CITY OF DENTON, TEXAS CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) 2005 2006 2007 2008 2009 GENERAL REVENUES AND OTHER CHANGES IN NET POSITION Governmental activities: Taxes: Property tax S 26,678,783 S 30,000,847 S 34,756,356 S 41,499,791 S 43,187,433 Sales taxi 18,998,057 20,343,413 20,653,932 21,440,839 20,466,772 Franchise tax 14,250,484 16,499,994 15,197,943 16,197,042 15,669,981 Hotel occupancy tax 988,573 1,132,500 1,268,627 1,369,667 1,239,261 Beverage tax 215,872 257,950 294,623 319,541 338,700 Bingo tax 25,466 24,260 23,708 23,653 22,915 Investment income 1,148,517 1,967,473 3,632,744 3,287,282 2,413,339 Miscellaneous 4,218,245 3,892,087 3,199,131 4,214,028 3,327,758 Transfers 864,493 895,106 (13,475,571) 323,038 846,119 Total governmental activities 67,388,490 75,013,630 65,551,493 88,674,881 87,512,278 Business -type activities: Investment income 3,252,342 7,298,870 12,108,632 7,817,671 6,075,453 Miscellaneous 1,035,581 627,198 548,189 195,055 557,690 Transfers (864,493) (895,106) 13,475,571 (323,038) (846,119) Total business -type activities 3,423,430 7,030,962 26,132,392 7,689,688 5,787,024 Total primary government 70,811,920 82,044,592 91,683,885 96,364,569 93,299,302 CHANGE IN NET POSITION Governmental activities 3,415,951 12,120,086 (6,720,088) 9,623,016 1,204,199 Business -type activities 14,301,715 33,645,948 45,975,816 21,091,971 21,711,534 Total primary government S 17,717,666 S 45,766,034 S 39,255,728 S 30,714,987 S 22,915,733 Source: Comprehensive Annual Financial Reports 1 Sales tax figures in fiscal years 2010 and prior present amounts net of economic incentive payments. 1[11.1 Exhibit 1 Table 2 2010 2011 2012 2013 2014 $43,144,645 $44,144,844 $45,174,160 $47,275,552 $48,833,077 20,484,954 22,871,282 25,886,940 26,522,473 27,764,114 17,457,994 19,324,244 19,336,701 19,901,459 21,001,427 1,302,617 1,513,468 1,555,347 1,910,125 1,982,643 347,940 359,671 345,032 392,192 419,498 22,611 21,963 20,889 20,774 20,684 684,709 459,615 581,849 354,089 563,236 5,690,969 2,370,682 1,390,398 1,428,907 1,980,545 482,801 (10,430,082) 887,287 (101,707) 876,525 89,619,240 80,635,687 95,178,603 97,703,864 103,441,749 1,653,515 1,472,078 1,638,830 1,085,856 1,355,730 257,379 278,180 (690,967) 511,291 521,013 (482,801) 10,430,082 (887,287) 101,707 (876,525) 1,428,093 12,180,340 60,576 1,698,854 1,000,218 91,047,333 92,816,027 95,239,179 99,402,718 104,441,967 11,701,719 (2,833,046) (253,629) 15,149,101 14,582,829 13,782,618 45,128,597 29,110,447 20,888,431 18,036,265 $ 25,484,337 $ 42,295,551 $ 28,856,818 $ 36,037,532 $ 32,619,094 f[Ifl CITY OF DENTON, TEXAS FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (modified accrual basis of accounting) General fund Reserved for encumbrances Unreserved, designated Committed to streets Assigned to use of reserves Unreserved, undesignated, unassigned Total general fund All other governmental funds Reserved for: Debt service Capital projects Encumbrances Unreserved, undesignated reported in: Special revenue funds Restricted for: Debt Service Parks and recreation Streets and drainage projects Other capital projects Other grants and purposes Committed to: Streets Parks and recreation Other purposes Assigned to: Streets and drainage projects Other capital projects Other purposes Unassigned Total all other governmental funds Exhibit 1 2005 2006 2007 2008 $ 210,818 $ 242,088 $ - $ 123,696 - 1,550,000 4,360,649 - 9,718,368 13,264,027 18,199,161 25,253,797 9,929,186 15,056,115 22,559,810 25,377,493 451,046 27,671,252 3,614,489 439,6.58 32,840,640 5,534,701 886,141 48,971,610 8,896,111 1,954,955 57,887,531 5,515 9,534,627 $ 31,736,787 $ 38,814,999 $ 58,753,862 $ 69,382,628 Source: Comprehensive Annual Financial Reports The City adopted GASB Statement No. 54 which changed the classification of governmental fund balances to nonspendable, restricted, committed, assigned, and unassigned. 108 Exhibit 1 Table 3 2009 2010 2011 2012 2013 2014 - - 35,339,606 44,970,571 - - - - - - 921,779 - - - - - 668,116 664,894 1,377,039 661,545 22,794,955 21,526,779 22,834,108 25,171,186 24,378,139 25,176,737 22,794,955 21,526,779 24,424,003 25,836,080 25,755,178 25,838,282 2,414,288 3,354,535 - - - - 35,339,606 44,970,571 - - - - 16,435,449 13,838,425 - - - - - - 3,279,080 3,824,438 4,572,807 4,726,841 - - 9,561,244 10,496,887 9,220,953 11,584,890 - - 21,857,670 22,004,377 23,759,574 25,790,648 - - 5,907,877 8,444,073 12,231,061 11,925,978 - - 1,223,822 1,789,241 2,223,626 2,321,009 - - - 991,942 1,330,184 916,613 - - 1,427,717 570,534 590,062 573,429 - - 1,867,639 1,468,837 1,801,661 3,560,159 - - 724,241 - 144,485 423,152 - - 1,332,105 3,003,344 2,599,101 2,868,390 - - 77,341 49,026 56,900 34,847 - - (758,734) (91,145) (8,901) - $ 54,189,343 $ 62,163,531 $ 46,500,002 $ 52,551,554 $ 58,521,513 $ 64,725,956 109 Exhibit 1 CITY OF DENTON, TEXAS CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (modified accrual basis of accounting) REVENUES: Taxes: Property tax Sales taxi Hotel occupancy tax Beverage tax Bingo tax Licenses and permits Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Advance refunding escrow Bond issuance costs Interest and other charges Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Refunding bonds issued Payment to refunded bond escrow agent Issuance of long -term debt Premium on debt issuance Insurance recoveries Proceeds of capital lease Sale of capital assets Transfers in Transfers (out) Total other financing sources (uses) NET CHANGE IN FUND BALANCES Debt service as a percentage of noncapital expenditures Source: Comprehensive Annual Financial Reports 2005 2006 2007 2008 $ 26,640,930 $ 30,019,657 $ 34,662,336 $ 41,436,012 18,998,058 20,343,413 20,653,932 21,440,839 988,573 1,132,500 1,268,627 1,369,667 215,872 257,950 294,623 319,541 25,465 24,260 23,708 23,653 1,235,337 1,383,169 1,097,323 1,080,580 14,250,484 16,499,994 15,197,943 16,197,042 3,959,476 4,639,922 5,065,049 5,262,189 8,255,342 6,779,904 7,624,265 7,951,665 1,148,517 1,967,473 3,632,744 3,287,282 5,443,517 5,254,058 3,852,513 8,094,307 1,931,762 3,424,786 3,006,751 3,778,673 83,093,333 91,727,086 96,379,814 110,241,450 22,272,681 20,539,006 20,158,739 24,110,329 33,057,120 35,813,329 37,755,272 40,855,112 5,247,546 5,206,224 5,624,287 6,596,191 9,176,686 9,548,416 10,234,361 11,557,168 11,760,356 9,056,102 17,237,922 23,275,703 5,642,487 5,914,819 6,808,439 8,479,136 216,148 - - - 293,668 70,745 314,286 530,137 4,018,765 4,210,628 4,389,307 5,261,346 91,685,457 90,359,269 102,522,613 120,665,122 (8,592,124) 1,367,817 (6,142,799) (10,423,672) 7,316,688 - 24,780,000 24,595,000 (7,491,938) - - (25,117,336) 9,070,000 9,550,000 - 22,230,000 404,361 49,644 528,630 937,755 - - 1,108,131 69,897 - - - 582,087 3,341,047 4,095,018 12,323,132 2,406,678 (2,451,402) (2,857,338) (5,154,536) (1,833,960) 10,188,756 10,837,324 33,585,357 23,870,121 $ 1,596,632 $ 12,205,141 $ 27,442,558 $ 13,446,449 12.1% 12.5% 13.1% 14.1% 1 Sales tax figures in fiscal years 2010 and prior present amounts net of economic incentive payments. IsN Exhibit 1 Table 4 2009 2010 2011 2012 2013 2014 $ 42,980,209 $ 43,326,427 $ 44,147,706 $ 45,116,485 $ 47,330,522 $ 48,872,016 20,466,772 20,484,954 22,871,282 25,886,940 26,522,473 27,764,114 1,239,261 1,302,617 1,513,468 1,555,347 1,910,125 1,982,643 338,700 347,940 359,671 345,032 392,192 419,498 22,915 22,611 21,963 20,889 20,774 20,684 1,265,733 1,198,552 1,460,548 1,436,215 1,446,580 1,978,421 15,669,981 17,457,994 19,324,244 19,336,701 19,901,459 21,001,427 4,972,905 4,828,159 4,929,110 5,462,133 5,342,966 6,261,579 7,595,440 12,244,258 8,395,583 8,519,763 8,683,278 10,187,195 2,415,817 684,709 459,615 581,849 354,089 563,236 4,049,439 16,639,038 10,896,063 6,739,864 9,914,834 10,986,128 3,183,891 1,002,133 1,911,634 1,171,618 1,322,762 2,648,160 104,201,063 119,539,392 116,290,887 116,172,836 123,142,054 132,685,101 25,223,041 26,909,485 25,784,296 24,359,018 25,047,062 28,188,722 42,540,423 44,398,442 46,561,747 48,118,051 51,303,825 53,380,064 6,753,314 6,517,717 7,483,926 8,608,554 9,425,446 9,979,997 11,444,577 11,072,061 10,913,450 11,315,951 12,274,908 12,808,701 21,863,647 14,164,662 12,937,053 10,983,987 20,038,064 20,660,461 9,479,243 9,277,804 9,670,892 9,770,660 10,017,719 10,703,071 148,575 - - 130,111 110,145 - 105,392 78,919 29,156 163,811 181,308 86,800 5,570,770 5,095,245 5,070,734 4,758,305 4,552,348 4,741,257 123,128,982 117,514,335 118,451,254 118,208,448 132,950,825 140,549,073 (18,927,919) 2,025,057 (2,160,367) (2,035,612) (9,808,771) (7,863,972) 6,120,000 3,460,000 (6,265,255) (3,774,764) - 6,905,000 246,012 498,682 - 10,173,303 - (11,432,581) 5,680,000 8,020,000 32,628 2,016,193 - 19,961 6,182,405 3,130,000 (6,547,180) (3,194,293) 14,765,000 12,635,000 1,232,674 635,037 44,865 160,495 303,307 153,127 148,417 85,059 10,286,496 5,815,769 1,968,253 4,741,735 2,980,448 3,596,433 (9,280,022) (8,384,227) (7,915,382) (4,192,497) (3,063,936) (2,735,717) 1,152,096 4,680,955 68,806 9,499,241 15,697,828 14,151,519 $ (17,775,823) $ 6,706,012 $ (2,091,561) $ 7,463,629 $ 5,889,057 $ 6,287,547 14.9% 13.9% 14.0% 13.6% 12.9% 12.9% fill Exhibit 1 CITY OF DENTON, TEXAS Table 5 ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS Source: Denton Central Appraisal District Ism Estimated Market Value Less: Total Taxable Total Direct Fiscal Real Personal Tax - Exempt Assessed Tax Year Property Property Property Value Rate 2005 4,468,428,305 695,572,385 789,056,859 4,374,943,831 0.59815 2006 4,876,565,660 733,405,037 820,593,886 4,789,376,811 0.60815 2007 5,475,770,871 952,273,984 986,815,946 5,441,228,909 0.62652 2008 6,159,567,238 969,219,527 1,039,286,990 6,089,499,775 0.66652 2009 6,443,103,507 938,547,047 1,090,291,442 6,291,359,112 0.66652 2010 6,619,118,472 922,539,801 1,213,749,251 6,327,909,022 0.66652 2011 6,744,096,534 879,202,496 1,393,181,072 6,230,117,958 0.68975 2012 6,903,311,493 933,580,101 1,424,516,590 6,230,117,958 0.68975 2013 7,083,330,127 1,125,646,116 1,492,264,875 6,716,711,368 0.68975 2014 7,427,124,969 1,161,189,421 1,609,090,116 6,979,224,274 0.68975 Source: Denton Central Appraisal District Ism Exhibit 1 fi63 Exhibit 1 CITY OF DENTON, TEXAS PROPERTY TAX RATES (PER $100 OF ASSESSED VALUE) DIRECT AND OVERLAPPING' GOVERNMENTS LAST TEN FISCAL YEARS City of Denton Fiscal Operating Debt Service Total Denton Year Rate Rate Direct Rate County 2005 $ 0.39928 $ 0.19887 $ 0.59815 $ 0.254800 Denton Argyle Independent Independent School School 2006 0.42928 0.17887 0.60815 0.246480 1.86400 2007 0.44765 0.17887 0.62652 0.231920 1.76400 2008 0.44765 0.21887 0.66652 0.235890 1.43400 2009 0.44765 0.21887 0.66652 0.235770 1.49000 2010 0.44765 0.21887 0.66652 0.249800 1.49000 2011 0.47088 0.21887 0.68975 0.273900 1.53000 2012 0.47088 0.21887 0.68975 0.277357 1.53000 2013 0.47088 0.21887 0.68975 0.282867 1.53000 2014 0.47480 0.21495 0.68975 0.284914 1.53000 Source: Denton County Tax Office Denton County Central Appraisal District 'Overlapping rates are those of the school district and county government that apply to property owners within the City of Denton. 114 $ 1.900000 1.919500 1.769430 1.410050 1.410050 1.410050 1.440050 1.460050 1.480050 1.475000 Exhibit 1 Table 6 Overlapping Rates School Districts Aubrey Krum Pilot Point Ponder Sanger Total Direct Independent Independent Independent Independent Independent & Overlapping School School School School School Rates District District District District District (Range) $ 1.808100 $ 1.720000 $ 1.775500 $ 1.760000 $ 1.800000 $ 2.572950 - 2.752950 1.838800 1.725000 1.744200 1.724650 1.780000 2.579280 - 2.774130 1.666600 1.595500 1.630000 1.552610 1.650000 2.411050 - 2.627870 1.398060 1.365500 1.300000 1.228210 1.340000 2.130620 - 2.336410 1.485600 1.365500 1.390000 1.321220 1.370000 2.223510 - 2.392290 1.540000 1.440000 1.370000 1.309028 1.360000 2.225348 - 2.456320 1.540000 1.480000 1.370000 1.324890 1.360000 2.288540 - 2.503650 1.540000 1.540000 1.370000 1.344610 1.372067 2.311717 - 2.507107 1.540000 1.520000 1.370000 1.353292 1.372067 2.325909 - 2.512617 1.510000 1.540000 1.370000 1.385000 1.372070 2.344664 - 2.514664 115 CITY OF DENTON, TEXAS PRINCIPAL PROPERTY TAXPAYERS CURRENT YEAR AND NINE YEARS AGO 2014 Percentage of Taxable Total Taxable Assessed Assessed Name of Taxpayer Value Valuer PACCAR Inc (Peterbilt) $87,651,589 1.26% Columbia Medical Center of Denton (Denton Regional Hospital) 82,293,895 1.18% Inland Western Crossing (Denton Crossing) 48,794,775 0.70% Cypress Denton Station LTD (Forum at Denton Station Apartments) 37,841,264 0.54% Flowers Baking Company of Denton LLC 31,563,925 0.45% Verizon Southwest (Telephone Company) 28,717,740 0.41% HRA University Courtyard LLC (University Courtyard Apartments) 28,000,000 0.40% Sterling -N TX LP (Fry Street Village) 27,371,796 0.39% Gel Timberlinks LLCD ( Timberlinks at Denton Apartments and Country Club) 26,000,000 0.37% Anderson Merchandisers LP (Distribution Center) 24,987,385 0.36% Total $ 423,222,369 6.06% Source: Denton Central Appraisal District Exhibit 1 Table 7 2005 Percentage of Taxable Total Taxable Assessed Assessed Name of Taxpayer Value Value Columbia Medical Center of Denton (Denton Regional Hospital) $73,785,473 1.67% Anderson Merchandisers (Distribution Center) 44,864,451 1.01% Verizon Southwest (Telephone Company) 43,922,068 0.99% PACCAR Inc (Peterbilt) 40,088,142 0.91% Presbyterian Hospital (Hospital and professional building) 32,190,882 0.73% United Copper (Copper Wire Plant) 30,846,200 0.70% James Wood Motors (Automobile Dealership) 25,447,293 0.58% Tetra Pak, Inc. (Packaging Manufacturer) 22,937,093 0.52% Acme Brick (Brick Manufacturing) 20,461,302 0.46% Denton Educational Housing (Student Housing) 19,719,410 0.45% Total $ 354,262,314 8.01% 1Total taxable assessed value for tax year 2013 (fiscal year 2014) is $6,979,224,274 2Total taxable assessed value for tax year 2004 (fiscal year 2005) is $4,423,204,694 IS11- Exhibit 1 "rA Exhibit 1 CITY OF DENTON, TEXAS PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS Source: Denton Central Appraisal District IMPQ Taxes Levied Adjustments Adjusted Collected Within the Within the to Levy in Taxes Levied Fiscal Year of the Levy Collections Fiscal Fiscal Year Subsequent for the Percentage in Subsequent Year of the Levy Years Fiscal Year Amount of Levy Years 2005 $ 26,457,399 $ 170,235 $ 26,627,634 $ 26,016,239 97.70% $ 556,911 2006 29,545,033 126,504 29,671,537 29,162,978 98.29% 462,939 2007 34,273,862 331,584 34,605,446 33,872,404 97.88% 682,480 2008 40,816,256 46,876 40,863,132 40,354,528 98.76% 444,219 2009 43,086,123 59,824 43,145,947 42,423,707 98.33% 612,910 2010 42,898,414 40,620 42,939,034 42,448,364 98.86% 375,650 2011 43,890,121 (24,567) 43,865,554 43,447,508 99.05% 295,914 2012 44,856,277 (29,119) 44,827,158 44,461,501 99.18% 237,737 2013 46,965,495 (26,912) 46,938,583 46,638,975 99.36% 140,595 2014 48,398,900 - 48,398,900 48,083,910 99.35% - Source: Denton Central Appraisal District IMPQ Table 8 Total Collections to Date Exhibit 1 IsM Percentage Amount of Levy $ 26,573,150 99.80% 29,625,917 99.85% 34,554,884 99.85% 40,798,747 99.84% 43,036,617 99.75% 42,824,014 99.73% 43,743,422 99.72% 44,699,238 99.71% 46,779,570 99.66% 48,083,910 99.35% Exhibit 1 IsM Exhibit 1 CITY OF DENTON, TEXAS RATIO OF OUTSTANDING DEBT BY TYPE LAST TEN FISCAL YEARS Source: Comprehensive Annual Financial Reports Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 1See Table 13 for personal income and population data. Iwo] Governmental Activities Business -Type Activities General Certificates General Certificates Fiscal Obligation of Premiums, Other Revenue Obligation of Year Bonds Obligation Discounts Obligations Bonds Bonds Obligation 2005 S 58,870,849 S 41,791,588 S 394,367 S 2,210,846 S 281,120,000 S 3,904,151 S 9,233,412 2006 58,742,900 46,700,000 418,591 3,559,742 277,305,000 3,582,100 11,975,000 2007 70,650,317 51,355,100 849,575 2,393,684 281,750,000 3,099,683 13,889,900 2008 80,814,594 55,097,550 1,645,160 1,819,298 282,200,000 4,865,406 12,952,450 2009 77,358,650 48,611,150 1,658,410 2,769,671 266,705,000 4,366,350 11,243,850 2010 77,314,650 45,727,950 1,798,093 1,771,952 209,885,000 39,600,350 126,207,050 2011 73,395,650 43,036,419 1,475,673 1,879,906 187,525,000 47,209,350 150,553,581 2012 80,013,439 33,910,342 3,272,887 1,891,895 156,855,000 59,301,561 181,314,658 2013 80,719,761 37,514,485 3,737,386 983,249 144,225,000 55,970,239 222,955,515 2014 78,316,161 41,570,000 3,593,057 1,102,864 112,170,000 79,188,839 290,640,000 Source: Comprehensive Annual Financial Reports Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 1See Table 13 for personal income and population data. Iwo] Exhibit 1 Table 9 IVAI Total Percentage Premiums, Other Primary of Personal Per Discounts Obligations Government Incomes Capital $ 7,867,768 $ 3,141,222 $ 408,534,203 0.01776% $ 3,949.63 7,419,303 3,141,222 412,843,858 0.01698% 3,864.02 6,836,909 7,032,986 437,858,154 0.01810% 4,017.78 6,265,197 5,713,041 451,372,696 0.01786% 4,060.57 5,586,295 3,161,549 421,460,925 0.01708% 3,717.14 14,799,674 1,824,177 518,928,896 0.01980% 4,531.46 13,078,316 1,279,130 519,433,025 0.02087% 4,490.96 17,869,148 713,408 535,142,338 0.02150% 4,626.78 18,645,703 363,487 565,114,825 0.02040% 4,813.71 23,263,019 - 629,843,940 0.02145% 5,285.79 IVAI CITY OF DENTON, TEXAS RATIO OF GENERAL BONDED DEBT OUTSTANDING LAST TEN FISCAL YEARS Exhibit 1 General Bonded Debt Outstand General Certificates Fiscal Obligation of Year Bonds Obligation 2005 $ 62,775,000 $ 51,025,000 2006 62,325,000 58,675,000 2007 73,750,000 65,245,000 2008 85,680,000 68,050,000 2009 81,725,000 59,855,000 2010 116,915,000 171,935,000 2011 120,605,000 193,590,000 2012 139,315,000 215,225,000 2013 136,690,000 260,470,000 2014 157,505,000 332,210,000 Exhibit 1 General Bonded Debt Outstand Source: Comprehensive Annual Financial Reports Table 10 Less: Amounts Less: Amounts Percentage of Available Premiums, in Debt Discounts Service Fund $ 417,687 $ 451,046 443,123 439,658 905,607 886,141 1,758,493 1,954,955 1,779,105 2,414,288 11,933,474 3,354,535 10,580,069 3,279,080 18,283,190 3,824,438 20,029,829 4,572,807 25,434,647 4,726,841 Source: Comprehensive Annual Financial Reports Table 10 Less: Amounts Percentage of Payable from Actual Taxable Business -type Value of Per Activity Debt Total Property' Capital $ 13,160,883 $ 100,605,758 2.30% $ 1,005.80 15,581,632 105,421,833 2.20% 1,019.20 17,045,615 121,968,851 2.24% 1,141.57 17,931,189 135,602,349 2.23% 1,244.29 15,730,895 125,213,922 1.99% 1,126.43 175,942,781 121,486,158 1.92% 1,071.47 206,867,327 114,628,662 1.84% 1,000.98 255,626,522 113,372,230 1.82% 980.20 295,218,197 117,398,825 1.75% 1,000.02 391,670,429 118,752,377 1.70% 996.60 Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 'See Table 5 for property value data. 2See Table 13 for population data. IM Exhibit 1 CITY OF DENTON, TEXAS DIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBT AS OF SEPTEMBER 30, 2014 Governmental Unit Debt repaid with property taxes: Estimated Debt Percentage Outstanding Applicable' Table 11 Estimated Share of Overlapping Debt Denton Independent School District $ 631,577,937 63.32% $ 399,915,150 Denton County 596,245,000 12.30% 73,338,135 Argyle Independent School District 52,214,339 8.72% 4,553,090 Aubrey Independent School District 51,775,715 0.58% 300,299 Krum Independent School District 44,645,532 3.79% 1,692,066 Pilot Point Independent School District 19,003,268 0.07% 13,302 Ponder Independent School District 26,120,000 2.49% 650,388 Sanger Independent School District 24,830,983 1.65% 409,711 Subtotal, overlapping debt 480,872,141 City of Denton, direct debt 100.00% 124,582,082 Total direct and overlappping debt $ 605,454,223 Ratio of direct and overlapping funded debt to the City's taxable assessed valuation 8.68% Per capita overlapping funded debt $ 5,081 Source: Compiled by First Southwest Company using data from the "Texas Municipal Report" prepared for the Municipal Advisory Council. Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the city. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City of Denton. This process recognizes that, when considering the City of Denton's ability to issue and repay long -term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlapping government. 'The percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the overlapping government's taxable assessed value that is within the City of Denton's boundaries and dividing it by the overlapping government's total taxable assessed value. 123 CITY OF DENTON, TEXAS PLEDGED REVENUE COVERAGE LAST TEN FISCAL YEARS Fiscal Year Operating Revenue Investment Revenue 2005 170,450,120 3,114,254 2006 200,970,560 7,061,556 2007 173,879,713 11,390,142 2008 185,874,450 7,458,605 2009 176,464,357 5,817,918 2010 166,295,694 1,593,161 2011 186,359,226 1,340,539 2012 189,645,277 1,477,452 2013 197,126,041 983,424 2014 208,666,178 1,225,879 Source: Comprehensive Annual Financial Reports Exhibit 1 Revenue Bonds Less: Fair Market Value Adjustment to Investment Revenue (2,027,258) 721,058 2,710,742 69,292 930,936 (550,830) (66,712) 110,626 (227,534) 46,226 Impact Fee Revenue 4,206,630 5,556,349 5,558,985 6,620,938 4,456,827 3,186,225 5,205,889 3,542,829 3,704,336 5,191,886 IThe Utility System includes the Electric, Water, and Wastewater funds. 2For the coverage calculation, the fair market adjustment to the value of investments is excluded. Less: Operating Expenses Before Depreciation 150,549,007 166,537,867 142,890,603 158,245,885 147,392,056 137,201,402 136,774,866 139,801,421 164,688,198 175,620,125 3For the coverage calculation, franchise fees and return on investment payments to the General Fund are excluded from operating expenses. 4Revenue bond covenants require a times coverage of 1.25 or greater. -S Total times coverage provided to assess total bond debt related to the Utility System. 124 Add: Franchise Fees and Return on Investment Paid to General Fund 10,922,442 12,839,184 11,283,647 11,862,151 11,325,647 12,828,293 14,304,393 14,414,769 14,582,800 15,278,150 Exhibit I Table 12 IMI Certificate of Obligation & Net Revenue Bond Debt General Obligation Bond Debt Total Available Times Times Times Revenue Principal Interest Coverage Principal Interest Coverage Coverages 40,171,697 12,545,000 14,429,925 1.49 - - N/A 1.49 59,168,724 12,330,000 13,798,811 2.26 - - N/A 2.26 56,511,142 13,325,000 12,265,461 2.21 - - N/A 2.21 53,500,967 14,840,000 13,088,928 1.92 - - N/A 1.92 49,741,757 15,670,000 13,073,992 1.73 - - N/A 1.73 47,252,801 15,935,000 12,267,799 1.68 - - N/A 1.68 70,501,893 13,180,000 9,208,682 3.15 4,610,000 7,315,189 5.91 3.15 69,168,280 8,460,000 7,982,284 4.21 11,880,000 7,477,233 3.57 1.93 51,935,937 12,630,000 7,028,800 2.64 9,940,000 9,115,348 2.73 1.34 54,695,742 13,260,000 6,437,088 2.78 11,860,000 10,306,245 2.47 1.31 IMI Exhibit 1 CITY OF DENTON, TEXAS DEMOGRAPHIC AND ECONOMIC STATISTICS LAST TEN FISCAL YEARS Fiscal E Estimated P Personal P Per Capita M Median G Grade School U University Year P Population) I Income I Income Agee E Enrollment E Enrollment Table 13 Unemployment 5 3.5% 3.4% 4.4% 6.5% 6.3% 6.7% 5.0% 4.9% 3.9% Sources: 1City of Denton Planning and Development Department estimate. Prior population figures have been adjusted to reflect the 2010 census data. United States Census and Denton Chamber of Commerce DDenton Independent School District UUniversity of North Texas' and Texas Woman's University's Denton campus enrollment 5Texas Workforce Commission estimate IV41. Exhibit 1 CITY OF DENTON, TEXAS Table 14 PRINCIPAL EMPLOYERS CURRENT YEAR AND NINE YEARS AGO 2014 2005 Denton Regional Medical 950 1.45 /o o Denton Community Center Hospital Total 24,169 36.79% Total Source: Office of Economic Development & Denton Chamber of Commerce 127 550 1.00% 18,199 33.00% Percentage Percentage of Total City of Total City Name of Employer Employees Employment Name of Employer Employees Employment University of North Texas 8,738 13.30% University of North Texas 6,937 12.58% Denton Independent School Denton Independent 3,800 5.78% 2,461 4.46% District School District Peterbilt Motors - 2,100 3.20% Peterbilt Motors 1,800 3.26% Headquarters & Plant Denton State School 1,700 2.59% Denton State School 1,450 2.63% Denton County Texas Woman's University 1,672 2.54% 1,409 2.55% (in Denton) Denton County 1,581 2.41% City of Denton 1,125 2.04% (in Denton) Texas Woman's City of Denton 1,452 2.21% 897 1.63% University Federal Emergency Federal Emergency 1,100 o 1.67 /0 800 1.45% Management Agency Management Agency Presbyterian Hospital of Denton Regional Medical 1,076 1.64% 770 1.40% Denton Center Denton Regional Medical 950 1.45 /o o Denton Community Center Hospital Total 24,169 36.79% Total Source: Office of Economic Development & Denton Chamber of Commerce 127 550 1.00% 18,199 33.00% Exhibit 1 CITY OF DENTON, TEXAS FULL -TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION /PROGRAM LAST TEN FISCAL YEARS Fill -time Equivalent Employees for Fiscal Year Function / Program 2005 2006 2007 2008 2009 General government Public safety Police Fire Animal services Public works Parks and recreation Electric system Water system Wastewater system Solid waste Airport Materials management Fleet services Technology services Engineering Risk Retention Total 211.75 192.50 192.38 197.38 208.38 198.23 206.23 212.23 217.23 217.23 160.25 162.25 162.25 162.25 163.25 8.00 8.00 8.00 8.00 8.00 77.00 37.00 38.00 39.00 39.00 149.62 141.85 142.07 144.15 144.15 110.50 110.50 112.00 120.50 125.00 130.00 161.75 164.50 165.00 160.50 83.22 83.12 82.87 83.37 84.87 82.50 85.00 87.00 88.00 93.50 14.00 12.50 12.50 12.50 13.50 16.00 17.00 18.00 19.00 21.00 29.75 26.00 24.50 25.00 25.00 - - 5.00 5.00 5.00 1,270.82 11243.70 1,261.30 1,286.38 1,308.38 Source: City of Denton Budget Office 128 Exhibit 1 Table 15 2010 2011 2012 2013 2014 212.13 213.50 223.75 229.75 229.75 217.23 222.23 217.23 219.23 225.23 163.25 163.25 163.25 167.75 167.75 8.00 8.00 9.00 11.00 11.00 39.00 39.00 41.00 44.00 46.00 143.08 142.58 141.08 143.35 145.81 129.50 129.50 131.50 143.00 164.00 158.00 158.50 158.00 154.00 133.50 86.37 88.37 92.37 97.25 100.75 93.50 98.50 105.50 115.00 117.00 - 5.00 5.50 6.50 6.50 13.50 13.50 12.00 13.00 15.00 21.00 21.00 22.00 22.00 22.00 25.00 26.00 27.00 29.00 31.00 - - - - 31.00 5.00 5.00 6.00 6.00 6.00 1,314.56 1,333.93 1,355.18 1,400.83 1,452.29 129 Exhibit 1 CITY OF DENTON, TEXAS OPERATING INDICATORS BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Source: Various city departments 130 Fiscal Year Function / Program 2005 2006 2007 2008 Public Safety Police Calls for service 73,154 73,346 74,397 80,117 Traffic citations issued 36,757 39,483 31,131 31,610 Fire Fire calls for service 3,013 3,495 3,539 3,703 EMS calls for service 6,527 6,840 6,544 6,862 Inspections (Businesses) 3,727 3,882 3,144 3,591 Animal Services Animals sheltered 4,320 4,443 5,427 4,967 Animals adopted, transferred, or returned 2,091 2,167 2,297 2,119 Public Works Street repaving (lane miles) 19.44 16.41 23.38 41.28 Pot holes repaired 5,479 3,971 8,153 6,841 Cutouts base failures (square feet) 124,442 171,543 44,566 75,877 Crack seal maintenance (linear feet) 40,338 79,314 42,624 40,288 Parks and Recreation Attendance Leisure Services 952,866 985,778 1,048,500 1,010,351 Water Park 141,495 162,039 163,000 169,000 Total Acres Maintained 2,208 2,262 2,293 2,633 Water System Number of customers 26,715 27,884 28,898 29,679 Annual finished water production (in thousand gallons) 5,901,750 7,097,403 5,671,124 6,582,151 Wastewater System Number of customers 24,894 26,079 27,185 28,019 Annual wastewater discharge (in thousand gallons) 5,039,240 4,428,700 5,174,100 5,263,780 Solid Waste Number of customers (residential and commercial) 26,062 27,805 28,954 30,680 MSW Landfilled (tons) 122,477 114,060 128,644 136,024 Recycling collections (tons) 16,195 17,762 21,179 24,248 Source: Various city departments 130 Exhibit 1 Table 16 2009 2010 2011 2012 2013 2014 83,557 83,746 84,899 81,104 81,084 83,704 36,598 33,990 29,162 28,327 30,166 27,160 3,391 3,199 3,423 3,316 3,845 4,183 7,017 7,255 7,458 7,657 7,717 7,977 3,622 4,739 4,370 4,310 4,366 4,830 4,341 5,042 4,936 5,467 5,420 5,072 2,193 3,264 3,730 4,332 4,209 3,895 17.43 10.27 8.33 15.43 10.26 25.59 11,593 20,988 10,535 10,807 7,227 8,996 126,691 169,396 146,925 102,879 114,448 72,098 55,894 53,712 116,556 117,780 155,838 77,451 1,031,530 1,153,632 1,093,705 969,858 909,395 1,060,988 179,386 193,361 200,553 212,123 215,605 209,406 2,633 2,633 2,570 2,405 2,272 2,425 30,288 30,889 31,222 31,372 31,837 32,405 6,210,472 6,209,966 7,331,902 6,750,840 6,827,186 6,155,724 28,647 29,105 29,519 29,772 30,103 30,562 4,733,839 5,617,490 4,852,097 4,966,250 4,943,270 4,926,080 31,173 32,044 32,621 33,049 34,003 36,593 160,378 140,284 149,930 164,436 176,076 203,928 44,540 50,246 73,912 86,887 96,055 87,655 131 Exhibit 1 CITY OF DENTON, TEXAS CAPITAL ASSET STATISTICS BY FUNCTION /PROGRAM LAST TEN FISCAL YEARS Function / Program Public safety Police Police stations Police patrol units Fire Fire stations Emergency vehicles Animal services Animals shelters Public works Lane miles added per year Streetlights Parks and recreation Parks Park acreage Recreation centers Water system Water mains (miles) Raw water (in thousand gallons) Wastewater system Wastewater mains (miles) Maximum daily capacity (in million gallons) Solid waste Landfills Source: Various city departments Fiscal Year 2005 2006 2007 2008 2009 1 1 1 1 1 148 149 149 147 149 6 6 7 7 7 21 22 24 24 26 1 1 1 1 1 24.56 25.34 22.66 10.10 14.79 7,104 7,118 7,008 7,011 7,015 34 37 30 37 37 1,205 1,272 1,218 1,292 1,438 13 13 13 13 13 511 520 530 533 550 6,234,076 7,322,361 5,801,994 6,694,734 6,471,258 452 459 470 481 488 21 21 21 21 25 1 1 1 1 1 132 Exhibit 1 Table 17 2010 2011 2012 2013 2014 1 1 1 1 1 149 143 139 137 138 7 7 7 7 7 30 30 30 31 31 1 1 1 1 1 41.77 1.56 2.45 12.00 12.20 7,016 6,996 6,987 7,020 7,067 37 37 37 37 34 1,341 1,332 1,431 1,461 1,783 13 13 13 13 12 558 560 565 572 592 6,416,086 7,572,149 7,013,351 6,776,717 6,195,624 495 496 501 509 513 25 25 25 25 25 1 1 1 1 1 133 Exhibit 1 134 Exhibit 1 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014 Personal Service 240,506 240,506 244,185 Variance with Materials and Supplies 950 991 Actual on a Final Budget - Maintenance and Repairs Budgeted Amounts 1,500 Budgetary Positive Insurance Original Final Basis (Negative) EXPENDITURES: Miscellaneous 350 350 508 Personal Service $ 2,353,904 $ 2,357,209 $ 2,249,529 $ 107,680 Materials and Supplies 34,208 37,788 38,569 (781) Maintenance and Repairs 11,628 10,628 9,088 1,540 Insurance 20,313 20,313 20,313 - Miscellaneous 55,575 52,575 56,188 (3,613) Operations, Services 119,146 203,226 193,480 9,746 Transfers - Interfund 114,967 114,967 126,374 (11,407) City Manager's Office 2,709,741 2,796,706 2,693,541 103,165 Personal Service 240,506 240,506 244,185 (3,679) Materials and Supplies 950 991 2,313 (1,322) Maintenance and Repairs 1,500 1,500 1,370 130 Insurance 3,793 3,793 3,793 - Miscellaneous 350 350 508 (158) Operations, Services 16,617 16,617 10,404 6,213 Transfers - Interfund 31,072 31,072 31,072 - Cable Television 294,788 294,829 293,645 1,184 Insurance 1,093 1,093 1,093 - Operations, Services 75,000 75,000 58,091 16,909 Internal Audit 76,093 76,093 59,184 16,909 Personal Service 295,120 295,120 296,696 (1,576) Materials and Supplies 35,460 42,120 36,659 5,461 Insurance 3,368 3,368 3,368 - Operations, Services 105,058 105,058 67,617 37,441 Transfers - Interfund 14,845 14,845 14,845 - Public Communications 453,851 460,511 419,185 41,326 Personal Service 1,185,368 1,188,693 1,131,078 57,615 Materials and Supplies 24,750 29,621 23,152 6,469 Maintenance and Repairs 500 500 - 500 Insurance 14,953 14,953 14,953 - Miscellaneous 53,373 53,373 39,143 14,230 Operations, Services 229,629 271,129 233,530 37,599 Transfers - Interfund 95,880 95,880 95,880 - Human Resources $ 1,604,453 $ 1,654,149 $ 1,537,736 $ 116,413 (continued) 11611 Exhibit 1 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014 Personal Service 394,538 394,538 317,568 Variance with Materials and Supplies 4,943 4,943 Actual on a Final Budget - Maintenance and Repairs Budgeted Amounts Budgetary Positive (219) Original Final Basis (Negative) EXPENDITURES: Operations, Services 4,167 4,167 3,036 Personal Service $ 1,849,264 $ 1,864,024 $ 1,681,291 $ 182,733 Materials and Supplies 16,075 16,661 13,122 3,539 Insurance 13,477 13,477 13,477 - Operations, Services 199,679 390,750 464,429 (73,679) Transfers - Interfund 68,385 68,385 68,385 - Fixed Assets 17,774 17,774 40,819 (23,045) Legal Administration 2,164,654 2,371,071 2,281,523 89,548 Personal Service 394,538 394,538 317,568 76,970 Materials and Supplies 4,943 4,943 948 3,995 Maintenance and Repairs - - 219 (219) Insurance 5,265 5,265 5,265 - Operations, Services 4,167 4,167 3,036 1,131 Transfers - Interfund 30,297 30,297 30,297 - Municipal Judge 439,210 439,210 357,333 81,877 Personal Service 1,867,824 1,876,173 1,562,168 314,005 Materials and Supplies 38,582 48,911 56,523 (7,612) Insurance 21,931 21,931 21,931 - Miscellaneous 36,981 36,981 34,918 2,063 Operations, Services 92,277 125,077 126,716 (1,639) Transfers - Interfund 192,070 192,070 201,375 (9,305) Planning 2,249,665 2,301,143 2,003,631 297,512 Personal Service 1,718,371 1,727,666 1,695,110 32,556 Materials and Supplies 44,600 38,073 38,644 (571) Maintenance and Repairs 6,000 3,500 1,070 2,430 Insurance 23,314 23,314 23,314 - Miscellaneous - - 128 (128) Operations, Services 83,753 83,614 76,734 6,880 Transfers - Interfund 188,538 191,546 191,546 - Building Inspections 2,064,576 2,067,713 2,026,546 41,167 Personal Service 194,761 194,761 194,521 240 Materials and Supplies 230,685 230,685 207,045 23,640 Maintenance and Repairs 6,000 6,000 6,293 (293) Insurance 2,390 2,390 2,390 - Operations, Services 3,981 3,981 4,656 (675) Transfers - Interfund 17,341 17,341 16,278 1,063 Reprographics 455,158 455,158 431,183 23,975 Personal Service 347,770 348,812 334,630 14,182 Materials and Supplies 2,150 2,492 4,046 (1,554) Insurance 4,758 4,758 4,758 - Miscellaneous 50 50 173 (123) Operations, Services 34,689 34,689 27,183 7,506 Transfers - Interfund 35,239 35,239 35,239 - Gas Well Review $ 424,656 $ 426,040 $ 406,029 $ 20,011 (continued) `g1:. Exhibit 1 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014 Personal Service 1,188,087 1,189,590 1,112,697 Variance with Materials and Supplies 51,777 42,953 Actual on a Final Budget - Maintenance and Repairs Budgeted Amounts Budgetary Positive (2,171) Original Final Basis (Negative) EXPENDITURES: Miscellaneous 5,300 5,300 2,963 Personal Service $ 1,068,902 $ 1,071,774 $ 970,849 $ 100,925 Materials and Supplies 42,616 50,640 40,707 9,933 Insurance 15,899 15,899 15,899 - Miscellaneous - - 285 (285) Operations, Services 183,128 179,628 120,044 59,584 Transfers - Interfund 99,307 99,307 99,307 - Code Enforcement 1,409,852 1,417,248 1,247,091 170,157 Personal Service 1,188,087 1,189,590 1,112,697 76,893 Materials and Supplies 51,777 42,953 41,197 1,756 Maintenance and Repairs - - 2,171 (2,171) Insurance 19,072 19,072 19,072 - Miscellaneous 5,300 5,300 2,963 2,337 Operations, Services 32,316 36,266 39,209 (2,943) Transfers - Interfund 101,951 109,951 109,951 - Municipal Court 1,398,503 1,403,132 1,327,260 75,872 Personal Service 2,406,167 2,419,812 2,432,564 (12,752) Materials and Supplies 66,178 94,328 49,724 44,604 Maintenance and Repairs 675 675 645 30 Insurance 25,528 25,528 25,528 - Miscellaneous 1,915 1,915 3,479 (1,564) Operations, Services 808,630 795,897 776,149 19,748 Transfers - Interfund 139,053 147,253 146,553 700 Finance 3,448,146 3,485,408 3,434,642 50,766 Personal Service 504,240 504,766 504,839 (73) Materials and Supplies 27,371 38,234 27,807 10,427 Insurance 9,292 9,292 9,292 - Miscellaneous 82,397 82,397 87,035 (4,638) Operations, Services 1,638,302 1,638,302 1,746,259 (107,957) Transfers - Interfund 25,702 25,702 25,702 - Economic Development 2,287,304 2,298,693 2,400,934 (102,241) Personal Service 6,935,691 6,949,229 6,768,063 181,166 Materials and Supplies 696,938 717,924 623,274 94,650 Maintenance and Repairs 1,000,385 945,341 822,697 122,644 Insurance 160,238 160,238 160,238 - Miscellaneous 960 960 171 789 Operations, Services 2,210,665 2,147,165 2,046,796 100,369 Transfers - Interfund 694,219 817,996 812,716 5,280 Fixed Assets - - 63,026 (63,026) Parks & Recreation $ 11,699,096 $ 11,738,853 $ 11,296,981 $ 441,872 (continued) I6YA Exhibit 1 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014 Personal Service 3,437,386 3,424,529 3,355,058 Variance with Materials and Supplies 138,500 145,373 Actual on a Final Budget - Maintenance and Repairs Budgeted Amounts Budgetary Positive 1,209 Original Final Basis (Negative) EXPENDITURES: Operations, Services 412,193 450,463 450,873 Personal Service $ 1,297,707 $ 1,298,971 $ 1,278,755 $ 20,216 Materials and Supplies 47,248 47,275 43,802 3,473 Maintenance and Repairs 834,043 773,329 784,421 (11,092) Insurance 17,103 17,103 17,103 - Miscellaneous 1,503 1,503 1,589 (86) Operations, Services 1,104,867 1,104,867 1,160,064 (55,197) Transfers - Interfund 123,385 184,099 184,099 - Facilities Management 3,425,856 3,427,147 3,469,833 (42,686) Personal Service 3,437,386 3,424,529 3,355,058 69,471 Materials and Supplies 138,500 145,373 137,743 7,630 Maintenance and Repairs 76,600 68,110 66,901 1,209 Insurance 77,322 77,322 77,322 - Operations, Services 412,193 450,463 450,873 (410) Transfers - Interfund 968,025 1,067,025 1,067,025 - Fixed Assets 570,179 461,204 461,202 2 Library 5,680,205 5,694,026 5,616,124 77,902 Personal Service 184,094 184,094 184,909 (815) Materials and Supplies 4,032 4,032 524 3,508 Maintenance and Repairs 300 100 - 100 Insurance 1,202 1,202 1,202 - Miscellaneous 400 400 74 326 Operations, Services 176,082 171,282 162,351 8,931 Transfers - Interfund 6,605 11,605 11,605 - Transportation Operations 372,715 372,715 360,665 12,050 Personal Service 941,410 945,815 886,756 59,059 Materials and Supplies 20,043 20,043 14,377 5,666 Maintenance and Repairs 688,972 688,972 678,757 10,215 Insurance 31,627 31,627 31,627 - Miscellaneous 2,400 2,400 1,961 439 Operations, Services 164,740 143,640 126,853 16,787 Transfers - Interfund 78,892 299,992 299,992 - Fixed Assets 200,000 - 8,856 (8,856) Traffic Operations 2,128,084 2,132,489 2,049,179 83,310 Operations, Services 735,000 735,000 681,065 53,935 Street Lighting $ 735,000 $ 735,000 $ 681,065 $ 53,935 Personal Service $ 22,487,923 $ 22,495,874 $ 22,033,980 $ 461,894 Materials and Supplies 241,816 252,276 252,544 (268) Maintenance and Repairs 198,904 198,904 189,151 9,753 Insurance 319,616 319,616 319,616 - Miscellaneous 119,141 119,141 119,141 - Operations, Services 1,111,505 1,026,505 1,074,219 (47,714) Transfers - Interfund 1,415,344 1,415,344 1,415,344 - Police 25,894,249 25,827,660 25,403,995 423,665 (continued) 138 Exhibit 1 CITY OF DENTON, TEXAS Exhibit XXXI SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2014 Personal Service 20,593,202 20,594,229 20,167,551 Variance with Materials and Supplies 427,933 434,165 Actual on a Final Budget - Maintenance and Repairs Budgeted Amounts 230,196 Budgetary Positive Insurance Original Final Basis (Negative) EXPENDITURES: Miscellaneous 54,600 49,600 38,862 Personal Service 724,935 726,637 667,849 58,788 Materials and Supplies 38,484 39,513 42,027 (2,514) Maintenance and Repairs 11,988 11,988 13,660 (1,672) Insurance 12,427 12,427 12,427 - Operations, Services 282,293 367,293 436,848 (69,555) Transfers - Interfund 42,032 42,032 42,032 - Animal Services 1,112,159 1,199,890 1,214,843 (14,953) Personal Service 20,593,202 20,594,229 20,167,551 426,678 Materials and Supplies 427,933 434,165 449,856 (15,691) Maintenance and Repairs 254,196 230,196 225,591 4,605 Insurance 258,591 258,591 258,591 - Miscellaneous 54,600 49,600 38,862 10,738 Operations, Services 1,287,928 1,274,928 1,233,324 41,604 Transfers - Interfund 571,567 691,567 808,767 (117,200) Fixed Assets 80,000 - - - Fire 23,528,017 23,533,276 23,182,542 350,734 Personal Service 201,301 201,301 198,282 3,019 Materials and Supplies - 60 92 (32) Insurance 3,723 3,723 3,723 - Miscellaneous 189,881 189,881 188,367 1,514 Operations, Services 2,160 2,160 2,142 18 Transfers - Interfund 28,973 28,973 28,973 - Agency Contributions 426,038 426,098 421,579 4,519 Personal Service (804,343) (997,952) 64,751 (1,062,703) Materials and Supplies 20,000 20,000 22,849 (2,849) Maintenance and Repairs 3,200 3,200 2,584 616 Miscellaneous 175,000 175,000 159,007 15,993 Operations, Services 1,349,212 745,226 792,230 (47,004) Transfers - Interfund 1,810,122 2,295,528 2,222,034 73,494 Miscellaneous/Finance 2,553,191 2,241,002 3,263,455 (1,022,453) Personal Service 71,614,128 71,496,171 70,333,679 1,162,492 Materials and Supplies 2,255,339 2,359,101 2,167,544 191,557 Maintenance and Repairs 3,094,891 2,942,943 2,804,618 138,325 Insurance 1,066,295 1,066,295 1,066,295 - Miscellaneous 779,826 771,826 733,992 37,834 Operations, Services 12,463,017 12,131,930 12,114,302 17,628 Transfers - Interfund 6,893,811 8,028,016 8,085,391 (57,375) Fixed Assets 867,953 478,978 573,903 (94,925) TOTAL GENERAL FUND $ 99,035,260 $ 99,275,260 $ 97,879,724 $ 1,395,536 I6TR] Exhibit 1 1 Ctol Exhibit 2 CITY OF DENTON, TEXAS SINGLE AUDIT REPORTS YEAR ENDED SEPTEMBER 30, 2014 Exhibit 2 CONTENTS Page Independent Auditor's Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards Independent Auditor's Report on Compliance for Each Major Program; Report on Internal Control over Compliance; and Report on the Schedule of Expenditures of Federal and State Awards Required by OMB Circular A -133 3 Schedule of Findings and Questioned Costs 6 Schedule of Expenditures of Federal and State Awards 8 Notes to Schedule of Expenditures of Federal and State Awards 10 Exhibit 2 wearer "�li»» i r�,y.a�i r r r tri:,r i it n qry INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS The Honorable Mayor and City Council City of Denton, Texas We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City of Denton (the City), as of and for the year ended September 30, 2014, and the related notes to the financial statements, which collectively comprise the City's basic financial statements, and have issued our report thereon dated February 26, 2015, which included an emphasis of matter paragraph on the implementation of a new accounting standard. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City's internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of AN INDEPENDENT MEMBER OF WEAVER AND TIL "WWELIL, L.L.P. 12221 MERIT DRIVE, SUITE 1400, DALLAS„ TX 75251 BAKER TILLY INTERNATIONAL CERTIFIED PUBLIC ACCOUNTANTS AND ADVISORS P: 972.490.1970 F:972302.8321 Exhibit 2 City of Denton, Texas Page 2 laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. WEAVER AND TIDWELL, L.L.P. Dallas, Texas February 26, 2015 2 Exhibit 2 ,,,,,1111JJJJ�����,�, weaver INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM; REPORT ON INTERNAL CONTROL OVER COMPLIANCE; AND REPORT ON THE SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS REQUIRED BY OMB CIRCULAR A -133 The Honorable Mayor and City Council City of Denton, Texas Report on Compliance for Each Major Federal Program We have audited the City of Denton (the City)'s compliance with the types of compliance requirements described in the OMB Circular A -133 Compliance Supplement that could have a direct and material effect on each of the City's major federal programs for the year ended September 30, 2014. The City's major federal programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with the requirements of laws, regulations, contracts, and grants applicable to its federal programs. Auditor's Responsibility Our responsibility is to express an opinion on compliance for each of the City's major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and OMB Circular A -133, Audits of States, Local Governments, and Non - Profit Organizations. Those standards and OMB Circular A -133 require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the City's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the City's compliance. Opinion on Each Major Federal Program In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended September 30, 2014. AN INDEPENDENT MEMBER OF WEAVER AND TIL "WWELIL, L.L.P. 12221 MERIT DRIVE, SUITE 1400, DALLAS„ TX 75251 BAKER TILLY INTERNATIONAL CERTIFIED PUBLIC ACCOUNTANTS AND ADVISORS P: 972.490.1970 F:972302.8321 3 Exhibit 2 City of Denton, Texas Page 2 Report on Internal Control Over Compliance Management of the City is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the City's internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with OMB Circular A -133, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the City's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Purpose of this Report The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of OMB Circular A -133. Accordingly, this report is not suitable for any other purpose. Exhibit 2 City of Denton, Texas Page 3 Report on Schedule of Expenditures of Federal and State Awards Required by OMB Circular A -133 We have audited the financial statements of the governmental activities, the business -type activities, each major fund, and the aggregate remaining fund information of the City, as of and for the year ended September 30, 2014, and the related notes to the financial statements, which collectively comprise the City's basic financial statements. We issued our report thereon dated February 26, 2015, which contained unmodified opinions on those financial statements, which included an emphasis of matter paragraph on the implementation of a new accounting standard. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedule of expenditures of federal and state awards is presented for purposes of additional analysis as required by OMB Circular A -133 and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal and state awards is fairly stated in all material respects in relation to the basic financial statements as a whole. %,ee� WEAVER AND TIDWELL, L.L.P. Dallas, Texas February 26, 2015 5 Exhibit 2 CITY OF DENTON, TEXAS SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED SEPTEMBER 30, 2014 I. Summary of the Auditor's Results: Financial Statements a. An unmodified opinion was issued on the financial statements. b. Internal control over financial reporting • Material weakness(es) identified? Yes X No • Significant deficiency(ies) identified that are not considered a material weakness? Yes X None reported c. Noncompliance material to financial statements noted Yes X No Major Programs d. Internal control over major programs: • Material weakness(es) identified? Yes X No • Significant deficiency(ies) identified that are not considered a material weakness? Yes X None reported e. An unmodified opinion was issued on compliance for major programs. f. Any audit findings disclosed that were required to be reported under Section 510(a) or OMB Circular A -133. Yes X No g. Identification of major programs: 16.710 DOJ COPS 2008 Technology Grant 16.753 BJA 2009/2010 Congressional Grant h. The dollar threshold used to distinguish between type A and type B programs. $300,000 i. Auditee qualified as a low -risk auditee. X Yes No C. Exhibit 2 CITY OF DENTON, TEXAS SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED SEPTEMBER 30, 2014 II. Findings Relating to the Financial Statements Which Are Required To Be Reported in Accordance with Generally Accepted Government Auditing Standards ►= III. Findings and Questioned Costs for Federal Awards None IV. Summary of Prior year Findings None 7 Exhibit 2 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 Federal Grantor/ Federal Passed Pass - Through Grantor/ Grant CFDA Through to Program Title I.D. Number Number Expenditures Subrecipients FEDERAL AWARDS U. S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Community Development Block Grant* B- 09 -MC -48 -0036 14.218 $ 11,121 $ 2014 -15 Emergency Solution Grant Community Development Block Grant* B- 10 -MC -48 -0036 14.218 9,850 Community Development Block Grant* B- 11 -MC -48 -0036 14.218 56,711 - Community Development Block Grant* B- 12 -MC -48 -0036 14.218 416,698 6,748 Community Development Block Grant* B- 13 -MC -48 -0036 14.218 583,387 99,364 Community Development Block Grant* B- 14 -MC -48 -0036 14.218 41,294 - Home Investment Partnerships Program M- 08 -MC -48 -0223 14.239 1,068 1,068 Home Investment Partnerships Program M- 10 -MC -48 -0223 14.239 147,910 - Home Investment Partnerships Program M- 11 -MC -48 -0223 14.239 130,659 57,016 Home Investment Partnerships Program M- 12 -MC -48 -0223 14.239 342,122 47,960 Home Investment Partnerships Program M- 13 -MC -48 -0223 14.239 191,490 97.067 Home Investment Partnerships Program M- 14 -MC -48 -0223 14.239 12,872 - Total Direct Funding U.S. Department of Housing EMW- 2012 -SS- 00018 -S01 97.008 99,190 2012 UASI -LETPA State Homeland Security Program and Urban Development 97.008 54,950 1,945,182 212,156 Passed Through Texas Department of Housing and Community Affairs 2013 -14 Emergency Solution Grant 4212000747 14.231 495,220 495,125 2014 -15 Emergency Solution Grant 4214002053 14.231 698 Total passed through Texas Department of Housing and Community Affairs 495,918 495,125 Total U.S. Department of Housing and Urban Development 2,441,100 707,281 U. S. DEPARTMENT OF ENERGY ARRA - Conservation Research and Development Grant ARRA- DOE -03 81.086 29,040 - Total Department of Energy 29,040 U. S. DEPARTMENT OF HOMELAND SECURITY Passed through State Department of Public Safety Governor's Division of Emergency Management Emergency Management Performance Grant 14TX -EMPG -0122 97.042 57,024 2011 UASI State Homeland Security Program EMW- 2011 -SS -00019 97.067 8,491 2011 UASI -LETPA State Homeland Security Program EMW- 2011 -SS -00019 97.067 49,531 2012 UASI State Homeland Security Program EMW- 2012 -SS- 00018 -S01 97.008 99,190 2012 UASI -LETPA State Homeland Security Program EMW- 2012 -SS- 00018 -S01 97.008 54,950 2013 UASI State Homeland Security Program EMW- 2013 -SS -00045 97.067 1,860 Total U.S. Department of Homeland Security 271,046 * CDBG Entitlement Grants Cluster N. (Continued) Exhibit 2 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 Federal Grantor/ Federal Passed Pass - Through Grantor/ Grant CFDA Through to Program Title I.D. Number Number Expenditures Subrecipients U. S. DEPARTMENT OF JUSTICE DOJ COPS 2008 Technology Grant 2008 -CK -WX -0806 16.710 349,912 BJA 2009 Congressional Grant 2009 -D1 -BX -0059 16.753 500,000 BJA 2010 Congressional Grant 2010 -DD -BX -0002 16.753 782,525 2013 Byrne Justice Assistance Grant 2013 -DJ -BX -0875 16.804 19,055 Total U.S. Department of Justice 1,651,492 U. S. DEPARTMENT of AGRICULTURE Passed through Texas Department of Health and Human Services Summer Food Services Grant 061 -1002 10.559 151,152 Total U.S. Department of Agriculture 151,152 U. S. DEPARTMENT OF TRANSPORTATION Passed Through State Department of Transportation STEP - Comprehensive 2014- DentonPD -S -IYG -0023 20.600 66,147 Total U.S. Department of Transportation 66,147 INSTITUTE OF MUSEUM AND LIBRARY SERVICES Passed through Texas State Library and Archives Commission (TSLAC) Interlibrary Loan Program (ILL) LS 00 -13- 0044 -13 45.310 12,161 Total Institute of Museum and Library Services 12,161 TOTAL EXPENDITURES OF FEDERAL AWARDS 4,622,138 707,281 STATE AWARDS TEXAS DEPARTMENT OF TRANSPORTATION Airport Maintenance Grant M1418DNTO N/A 49,891 - 2013 -14 Auto Theft Grant 2014 -T01- Denton -00033 N/A 228,109 2014 -15 Auto Theft Grant 2015 -T01- Denton -00028 N/A 12,993 Total Auto Theft Grant 241,102 Total Texas Department of Transportation 290,993 TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS SINGLE FAMILY Amy Young Barrier Removal Program 1002007 N/A 87,937 Total Texas Department of Housing and Community Affairs 87,937 TEXAS DEPARTMENT OF STATE HEALTH SERVICES Tobacco Prevention Grant 120 N/A 10,650 Total Texas Department of State Health Services 10,650 TOTAL EXPENDITURES OF STATE AWARDS 389,580 - TOTAL FEDERAL AND STATE FINANCIAL ASSISTANCE EXPENDED $ 5,011,718 $ 707,281 (Concluded) 4 Exhibit 2 CITY OF DENTON, TEXAS NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2014 1. GENERAL The accompanying schedule of expenditures of federal and state awards presents the activity of all applicable federal and state awards of the City of Denton, Texas (the City). The City's reporting entity is defined in Note 1 to the City's basic financial statements. Federal and state awards received directly from federal and state agencies as well as federal and state awards passed through other government agencies are included in the respective schedule. 2. BASIS OF ACCOUNTING The accompanying schedule of expenditures of federal and state awards is presented using modified accrual basis of accounting, which is described in Note 1 to the City's basic financial statements. 3. RELATIONSHIP TO FEDERAL FINANCIAL REPORTS Grant expenditures reports as of September 30, 2014, which have been submitted to grantor agencies will, in some cases, differ slightly from amounts disclosed herein. The reports prepared for grantor agencies are typically prepared at a later date and often reflect refined estimates of year -end accruals. The reports will agree at termination of the grant as the discrepancies noted are timing differences. 10 Exhibit 3 weaver Idell- City of Denton, Texas We have audited the financial statements of the governmental activities, the business-type ;,.ctivities, each major fund, and the aggregate remaining fund information of the City of FlPenton, Texas (the City) as of and for the year ended September 30, 2014, and have issued — our report,thereon dated February 26, 2015. Professional standards require that we advise you *,f the following matters relating to our audit. III 1111111111 111!1 -111111g�111 1 1111 As communicated in our engagement letter dated July 14, 2014, our responsibility, as described by professional standards, is to form and express an opinion about whether the financial statements that have been prepared by management with your oversight are presented fairly, in all material respects, in conformity with accounting principles generally accepted in the United States of America. Our audit of the financial statements does not relieve you or management of your respective responsibilities. Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, as part of our audit, we considered the internal control of the City solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. We are also responsible for communicating significant matters related to the audit that are, in our professional judgment, relevant to your responsibilities in overseeing the financial reporting process. However, we are not required to design procedures for the purpose of identifying other matters to communicate to you. Mff�ill= We conducted our audit consistent with the plarmed scope and timing we previously coininunicated to you. AN INDEPENDENT WEAVER AND TI DVV ELL LLP DALLAS MEMBER OF BAKIR TILLY CERTPED PUBLIC ACCOUN [ANTS AND CONSULIAN IS 1217.1 MERI I DME, SUITE 100, DALLAS, TX 75251 INTERNATIONAL_ VVVVVVANEM/FR1J,P.00M P:(972) 400 1970 8:(972) 702 8321 Exhibit 3 "IMPWIRIJ City of Denton, Texas February 26, 2015 The engagement team, others in our firm, as appropriate, our firm, and our network firms have complied with all relevant ethical requirements regarding independence. I Jill 1 �l;li" Cllr( vlwltmm,! l�� Significant Accounting Policies Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by the City is included in Note I to the financial statements. As described in the notes to the financial statements, during the year, the entity adopted the following Statements of Governmental Accounting Standards (GASB Statements): GASB Statement No. 65, Items Previously Reported as Assets and Liabiltiies, established accounting and financial reporting standards that classify, as deferred outflows of resources and deferred inflows of resources, certain items that were previosuly reported as assets and liabilities and recognizes, as outflows of resources or inflows of resources, certain items that were previously reported as assets and liabilities. Additionally, GASB 65 provides reporting guiadance related to the impact of the financial statement elements deferred outflows of resources and deferred inflows of resources. The requirements of GASB 65 caused the City to restate prior year net position by the amount of unamortized debt issuance costs. GASB 65 requires that such costs be expensed in the period incurred rather than amortized over the life of the debt. 2. GASB Statement No. 70, Accounting and Financial Reporting. for Nonexchange Financial Guarantee Transactions, issued in April 2013, provides accounting and disclosure guidance for transactions in which a government has extended or received a financial guarantee without directly receiving equal-value consideration in exchange. This guidance requires a government that has extended or received a nonexchnage financial guarantee to recognize a liability in certain circumstances involving the likelihood or actuality of payments being made on those guarantees. The City does not engage in such financial guarantees, and as such, there was no impact on the City's financial statements as a result of this implementation. No matters have come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Exhibit 3 it IC t • 1 0 City of Denton, Texas February 26, 2015 0-M Significant Accounting Estimates The most sensitive accounting estimates affecting the financial statements are management's estimates of the OPEB liability, incurred but not reported (IBNR) liability for self-insured health insurance claims, and IBNR for general liability and workers compensation claims. The fair value of derivative instruments is provided by a third party derivative consultant. The NPO estimate is based on actuarial calculations provided by TMRS. The estimates for the OPEB liability, health insurance IBNR, and general liability and workers compensation IBNR are based on actuarial calculations performed by independent third parties. We evaluated the key factors and assumptions used to develop these estimates in determining that they are reasonable in relation to the financial statements taken as a whole. Financial Statement Disclosures The disclosures in the financial statements are neutral, consistent, and clear. We encountered no significant difficulties in dealing with management relating to the performance of the audit. L" For purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effect of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the financial statements as a whole and each applicable opinion unit. There were no significant uncorrected financial statement misstatements, both individually and in the aggregate, to the financial statements taken as a whole and each applicable opinion unit. Exhibit 3 le ATT City • Denton, Texas February 26, 2015 In addition, professional standards require us to communicate to you all material, corrected misstatements that were brought to the attention of management as a result of our audit procedures. We did not identify any material misstatements as a result of our audit procedures. 100=11 For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the City of Denton's financial statements or the auditor's report. No such disagreements arose during the course of the audit. We have requested certain written representations from management in our letter dated February 26, 2015. In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. In the normal course of our professional association with the City of Denton, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, operating and regulatory conditions affecting the entity, and operational plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the City's auditors. Pursuant to professional standards, our responsibility as auditors for other information in documents containing the City's audited financial statements does not extend beyond the financial information identified in the audit report, and we are not required to perform any procedures to corroborate such other information. However, in accordance with such standards: We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and Exhibit 3 City of Denton, Texas February 26, 2015 01 comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. Our responsibility also includes communicating to you any information which we believe is a material misstatement of fact. Nothing came to our attention that caused us to believe that such information, or its manner of presentation, is materially inconsistent with the information, or manner of its presentation, appearing in the financial statements. This report is intended solely for the information and use of the Audit Committee of the City of Denton, and management and is not intended to be and should not be used by anyone other than these specified parties. Yours truly, 14 1,e4� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -186, 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, and receive further information regarding the purchase of certain real property interest located in and around the Township II area, and generally south and west of Colorado Blvd., south of Foxhollow, north and east of Angelina Bend Dr. and west of Valley Creek Rd. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Township II Park Property Acquisition Project [Greenbelt Tracts 1,2,4] & [ID 15 -187 Denton 68 Joint Venture]) City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -146, Version: 1 Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate, and receive information from the City's attorneys pertaining to the legal consequences of negotiation and extensions of non - annexation agreements in areas of the City's extraterritorial jurisdiction, and provide the City's attorneys with direction, 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 or legal proceedings. City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -210, 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. Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests generally located in the G. Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, for the construction, expansion and use of electric power transmission lines. Consultation with the City's attorneys regarding legal issues associated with the acquisition of the real property interests in the area described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation.(Pockrus /Teasley TM line)[ID-15 -209] City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 15 -196, Version: 1 Agenda Information Sheet SUBJECT 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 a proposed economic development incentive agreement for Business Air (BAM Denton Management Ventures, LLC). This discussion shall include commercial and financial information the City Council has received from Business Air which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive 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 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 15 -197, Version: 1 Agenda Information Sheet SUBJECT 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 a proposed economic development incentive agreement for West Gate Business Park (WGBP Investments, LTD). This discussion shall include commercial and financial information the City Council has received from West Gate Business Park which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentive 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 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -192, 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 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 of federal and state law and regulations; impacts of gas well drilling upon protected uses and vice - versa; current and proposed extension to, 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 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -110, Version: 1 Agenda Information Sheet SUBJECT Severe Weather Awareness Week City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -208, Version: 1 Agenda Information Sheet SUBJECT Library Larry's Big Day City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -188, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Mary Anderson regarding the ability to put hardie board siding on new construction in the Oak - Hickory Street Historic District. City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -207, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Pepper Rivers regarding parking permits for home health care and hospice providers at apartment complexes. City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 15 -214, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Pat Smith regarding Denton for Fair Towing. City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -215, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Harrison Wicks regarding towing in Denton. City of Denton Page 1 of 1 Printed on 2/27/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -151, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George C. Campbell Date: March 3, 2015 SUBJECT Consider a request for an exception to the Noise Ordinance for the purpose of the St. Patrick's on Walnut Street festival. Live music will be played on an outdoor stage located in the 100 -115 block of Walnut Street, for the purpose of a downtown street festival on March 13, 2015. An exception is specifically requested to increase sound levels from 70 to 75 decibels and for an extension for hours from 10 p.m. to 11 p.m. Staff recommends approval. BACKGROUND The St. Patrick's on Walnut Street festival, sponsored by Walnut Off the Square, will have live music, sale of alcoholic beverages, food, and other activities for the attendees to enjoy. The event will benefit the Kiwanis Children's Clinic. The event will be held in the street on the 100 block of Walnut Street, between Elm and Locust streets, which is City property. Event organizers expect approximately 1,000 attendees. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Previously, the City Council has approved requests from Walnut Off the Square, for the exceptions to the noise ordinance to be increased from 70 to 75 decibels and an extension of hours for amplified sound for the events held at Downtown Square area. EXHIBITS 1. Letter of Request Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Christina Davis City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -151, Version: 1 Economic Development Marketing Specialist City of Denton Page 2 of 2 Printed on 2/27/2015 Sound Variance for 2015 St. Patrick's Day on Walnut 2015 ,. The organizers of the St. Patrick's Day on Walnut would like ask the Denton City Council to approve a sound variance for the outdoor stage in the middle of 100 -115 block of Walnut Street, for the purpose of a downtown street festival on the following day March 13, 2015. Walnut off the Square would like to request a sound variance to extend the hours beyond 10pm to 11 p.m., with amplified sound not to exceed 75 dba, on the outdoor stage on the day previously listed. St. Patrick's Day on Walnut will conform to the guidelines laid out in the City of Denton Community Events Manual. t Vii� k /���r, / G iiaii0f u�iiiiaii f ��mm���A�� �uVUU���I � ah�ll� "tif�uiia��oiii� �� Walnut o� �VUanmr 1���,uu Sound Variance for 2015 St. Patrick's Day on Walnut 2015 ,. The organizers of the St. Patrick's Day on Walnut would like ask the Denton City Council to approve a sound variance for the outdoor stage in the middle of 100 -115 block of Walnut Street, for the purpose of a downtown street festival on the following day March 13, 2015. Walnut off the Square would like to request a sound variance to extend the hours beyond 10pm to 11 p.m., with amplified sound not to exceed 75 dba, on the outdoor stage on the day previously listed. St. Patrick's Day on Walnut will conform to the guidelines laid out in the City of Denton Community Events Manual. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 1'uw ww.cityofdenton.com D EN'FON File #: ID 15 -158, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: March 3, 2015 SUBJECT Consider approval of a resolution approving the 2014 Tax Increment Reinvestment Zone Number One (Downtown TIF) Annual Report; and declaring an effective date. The Downtown TIF Board recommends approval 5 -0. BACKGROUND On December 7, 2010, the City Council adopted an Ordinance No. 2010 -316 designating and describing the boundaries of Tax Increment Reinvestment Zone Number One (Downtown TIF) to provide the public infrastructure necessary to encourage development in downtown. An annual report is required to be submitted to each taxing jurisdiction and the State Comptroller of Public Accounts, detailing the previous year's TIRZ activities. Staff has drafted a report (attached) for consideration by the Council. The Downtown TIF took effect on January 1, 2011 and will terminate on December 31, 2041 or when the budget of $24.8 million has been collected. The City of Denton is the sole participating jurisdiction. During calendar year 2014, $258,053 was collected after the end of the supplemental period determined by the City of Denton; no funds were distributed. Certified and Supplemental TIRZ No. 1 Contribution Summary Year TIRZ Certified Value Supplement TIRZ Value Annual Captured Supplement Value Supplement Contribution to TIRZ Fund tnterest Total TIRZ Fund 2010 F9 ,356,854 79,356,854 /A /A /A 2011 81,657,808 80,331,050 $974,196 6,720 17 6,737 2012 89,605,635 93,040,263 $13,683,409 94,381 297 94,678 2013 96,287,950 100,452,300 $21,095,446 145,506 1,084 146,590 2014* 114,885,073 116,769,435 37,412,581 58,053 107 58,160 Totals 35,753,051 04,660 ,505 06,165 Denotes that interest is YTD through October 2014 PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Downtown TIF Board Number One board reviewed the 2014 Annual Report on January 16, 2015, and recommends approval 5 -0. City of Denton Page 1 of 2 Printed on 2/27/2015 File M ID 15 -158, Version: 1 EXHIBITS Resolution 2014 Downtown TIF Number One Annual Report Respectfully submitted: Aimee Bisett Economic Development Director Prepared by: Julie Glover Economic Development Program Administrator City of Denton Page 2 of 2 Printed on 2/27/2015 sA1ega1\0Ur documentsVesolutionsA 5\downtown tit'0303 I 5.doc RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, -TEXAS, APPROVING THE 2014 TAX INCREMENT FINANCING REINVESTMENT ZONE NUNMBER ONE (DOWNTOWN TIF) ANNUAL REPORT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton recognizes the importance of its role in local economic development initiatives and programs; and WHEREAS, the City has established Tax Increment Financing Reinvestment Zone Number One (Downtown TIF) and established a Board of Directors for the District to promote development or redevelopment in the Downtown area pursuant to Ordinance No. 2010-316, authorized by the City Council on December 7, 2010, as provided by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, as amended; and WHEREAS, on December 7, 2010, the City Council authorized the Project and Finance Plans for the Downtown TIF District; and WI IEREAS, the "fax Increment Financing Act specifies that the governing body of a city shall submit an annual report on the financial status of the district to the Chief Executive Officer of each taxing unit that levies taxes on real property in a reinvestment zone, and a copy of the report shall be forwarded to the State Comptroller; and WHEREAS, on January 16, 2015, the Downtown TIF District Board reviewed and recommended approval of the 2014 Annual Report for Tax Increment Financing Reinvestment Zone Number One to the City Council; NOW, THEREFORE, THE COUNCIL OF THE CITY Ol"'DENTON HEREBY RESOLVES: SECTION 1. That the 2014 Annual Report for Tax Increment Financing Reinvestment Zone Number One (Downtown TIF), City of Denton, Texas, as of December 31, 2014, a copy of which is attached here to (Exhibit A), and is hereby accepted. SECTION 2. That the City Manager is herby authorized to submit the 2014 Annual Report for Tax Increment Financing Reinvestment Zone Number One to the Chief Executive Officer of each taxing jurisdiction that levies tax on real property in the District; and to the State Comptroller, as required by state law. SECTION 3. That this Resolution shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Denton, and it is accordingly so resolved. sAlegahour documcnLsVeso I utions\1 5\downtown tif'0303 15.doc PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY CL BY: EXHIBIT A Tax Increment Financing Reinvestment Zone Number One (Downtown TIF) 2014 Annual Report City of Denton Economic Development Office 215 E. McKinney Street Denton, Texas 76201 940 - 349 -7776 www.dentonedp.com January 1, 2014 to December 31, 2014 Table of Contents 3. Map 4. Mission Statement 4. District Accomplishments 4. Value and Increment Summary 4 -5. Summary of TIF Board meetings 5. Budget and Spending Status 5. 2014 Work Program Reinvestment Zone Number One Downtown Tax Increment Financing District Legend 'TIF Boundary Centerline Streets perty Description Acreage w /or w/o Agr use Cable Company Duplex Exempt Gas Company Multifamily Phone Company Real and Commercial Single Family Townhome Vacant Commercial Lots N W +E S SQ' April 16 2010 Miles This map is agraphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted 0 0.05 0.1 0.2 0.3 0.4 is not guaranteed for accuracy and maybe subject to revision at anytime without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 3 Mission Statement The mission of the Tax Increment Financing Reinvestment Zone Number One (Downtown TIF) is to provide a source of funding for public infrastructure improvements to encourage and accelerate necessary development and redevelopment within the Downtown TIF District area. The Downtown TIF took effect on January 1, 2011 and will terminate on December 31, 2041 or when the budget of $24.8 million has been collected. The City of Denton is the sole participating jurisdiction. The City's participation is as follows: Years 1 -5 100% Years 6 -10 95% Years 11 -20 90% Years 21 -30 85% District Accomplishments During calendar year 2014, $258,053 was collected after the end of the supplemental period determined by the City of Denton; no funds were distributed. Value and Increment Summary According to Denton Central Appraisal District (DCAD) supplemental figures, the 2014 total appraised valuation of taxable real property in TIRZ Number One was $116.8 million. This represents a $16.3 million increase from the 2013 supplemental value of $100.5 million. The annual TIRZ fund contribution of property taxes and interest income for 2014 is $258,160. Since its inception, the value of the TIRZ has increased an estimated $37.4million, which represents a 47.1% increase in valuation. Summary of TIF Board meetings The Downtown TIF Board met on January 3, January 24, 2014 Board Member List and attendance Pete Kamp — City Council Member (Attended 1 of 2 meeting) James King — City Council Member (Attended 0 of 2 meetings) Bob Moses — Property Owner (Attended 2 of 2 meetings) Virgil Strange — Property Owner (Attended 1 of 2 meetings) Marty Rivers — Chamber of Commerce Member (Attended 2 of 2 meetings) :l Hank Dickenson — Chamber of Commerce member (Attended 2 of 2 meetings) Harold Strong — Qualified Voter of the City of Denton (Attended 2 of 2 meetings) In May 2015, changes were made to the TIF Board to reflect changes on City Council. The new TIF Board met on June 27, 2014. Board Member List and attendance Chris Watts — City Council Member (Attended 1 of 1 meeting) Kevin Roden — City Council Member (Attended 0 of 1 meeting) Bob Moses — Property Owner (Attended 1 of 1 meeting) Virgil Strange — Property Owner (Attended 1 of 1 meeting) Marty Rivers — Chamber of Commerce Member (Attended 0 of 1 meeting) Hank Dickenson — Chamber of Commerce member (Attended 1 of 1 meeting) Harold Strong — Qualified Voter of the City of Denton (Attended 1 of 1 meeting) During 2014, the TIF Board took the following action on items: Received briefings on: preliminary annual ad valorem value of TIF Number One, East Hickory Capital Improvements, a business prospect for the downtown area, and openings and closings of downtown businesses. Budget and Spending Status The Downtown TIF District has established in its Project and Finance Plans a budget for public improvement expenditures necessary to support private investment in the district. In 2014, $258,160 of property taxes and interest income was collected; no expenditures were made. 2014 Work Program No projects were initiated in 2014; no funds were expended. The TIF Valuation and interest contribution into the TIRZ fund are illustrated in the table that follows. Please note that the 2014 contribution into the TIRZ fund will change slightly once the November and December interest have been accounted for. 2010 79,356,854 79,356,854 N/A N/A N/A 2011 81,657,808 80,331,050 $974,196 6,720 17 6,737 2012 89,605,635 93,040,263 $13,683,409 94,381 297 94,678 2013 96,287,950 100,452,300 $21,095,446 145,506 1,084 146,590 2014* 114,885,073 116,769,435 $37,412,581 258,053 107 258,160 Totals $35,753,051 1 504,660 1,505 506,165 Denotes that interest is YTD through October 2014 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -159, Version: 1 Agenda Information Sheet DEPARTMENT: Finance CM /ACM: Bryan Langley Date: March 3, 2015 SUBJECT Consider adoption of an ordinance directing the publication of Notice of Intention to issue $18,800,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Solid Waste projects; and providing for an effective date. The Audit/Finance Committee recommends approval (3 -0). BACKGROUND This ordinance provides the Notice of Intention to issue $18,800,000 in principal amount of Certificates of Obligation (COs) for General Government and Solid Waste projects, as required by state law. The notice will be published once a week for two consecutive weeks in the Denton Record Chronicle, with the date of the first publication to be at least thirty -one (3 1) days before the date tentatively set for the passage of the ordinance authorizing the issuance of the bonds. These bonds will provide funding of $8,100,000 for General Government and $10,350,000 for Solid Waste project costs. The additional $350,000 is for issuance costs and to allow flexibility in marketing and pricing the bond sale. Staff recommends the sale of $8,100,000 in COs for General Government. Below is a listing of recommended CO funded projects for General Government's FY 2014 -15 CIP: 1. Vehicle Replacements /Additions - $ 2,900,000 2. Fire Station 42 Improvements - $ 800,000 3. Building /Land Acquisition and Improvements - $ 700,000 4. Facilities Maintenance Program - $ 1,500,000 5. Civic Center Pool Improvements - $ 1,600,000 6. Cold Mixer /Soil Stabilizer Equipment for Streets - $ 600,000 Total - $ 8,100,000 Staff recommends the sale of $10,350,000 in COs for Solid Waste projects. Below is a listing of recommended CO funded projects for Solid Waste's FY 2014 -15 CIP: 1. Roll Off Truck - $ 225,000 2. Side Load Truck - $ 276,000 3. Refuse /Recycling Carts & Containers - $ 150,000 4. Auto Side Load Truck - $ 302,000 City of Denton Page 1 of 4 Printed on 2/27/2015 File #: ID 15 -159, Version: 1 5. Auto Side Load Truck - $ 302,000 6. Auto Side Load Truck - $ 302,000 7. Rear Load Truck - $ 258,000 8. Front Load Truck - $ 297,000 9. Front Load Truck - $ 297,000 10. Hardware for Technology - $ 100,000 11. Skid Steers, Implements - $ 150,000 12. Heavy Equipment - $ 1,666,000 13. Solid Waste and Environmental Engineering - $ 135,000 14. Vocational Cab Road Tractor - $ 60,000 15. Landfill Compactor - $ 800,000 16. Recycling Facility Upgrades - $ 20,000 17. Home Chemical Building Improvements - $ 25,000 18. Commercial Container Service Equipment - $ 85,000 19. Leachate Recirculation Liquid & Gas Infrastructure - $ 150,000 20. Processing Equipment - $ 500,000 21. Engineering & Development of Landfill Mining Operation - $ 300,000 22. Landfill Security Fence - $ 100,000 23. Municipal Solid Waste (MSW) Facility Improvements - $ 250,000 24. Ground Water Wells - $ 50,000 25. Processing Equipment - $ 850,000 26. Perimeter Wall Construction - $ 200,000 27. Legal Services - $ 250,000 28. Mayhill North Road Interconnect to Bldg 651 & Other Facilities - $ 400,000 29. Solid Waste Fund Property - $ 1,200,000 30. Landfill Gas Production Line Construction - $ 250,000 31. Program & New Technologies Development - $ 200,000 32. Solid Waste Building Construction - $ 130,000 33. Solid Waste Technology Research and Development - $ 70,000 Total - $10,350,000 CO funded projects totaling $13,689,500 were previously authorized through a Reimbursement Ordinance. The City sells bonds in accordance with the useful life of the asset that is being acquired. For example, vehicles are typically sold with bonds that will be paid within five years. For the FY 2014 -15 proposed debt issuance for General Government and Solid Waste: $8,950,000 will be 5 year debt, $2,850,000 will be 10 year debt, and $6,650,000 will be 20 year debt. In addition, the 20 year debt issues will also have a 10 year call feature. If approved by the City Council, staff will proceed with the publication of the Notice of Intention and will schedule the Bond Ordinance for consideration and adoption on April 7, 2015. At that time, it is anticipated that staff will request that the City Council authorize a "parameters sale." Under such an arrangement, staff will be permitted to execute the bond sale within six (6) months of April 7', provided certain interest rate parameters are met. PLANNED GO SALE AND TAX RATE IMPACT Concurrently with the sale of the COs for General Government and Solid Waste projects, the City anticipates City of Denton Page 2 of 4 Printed on 2/27/2015 File #: ID 15 -159, Version: 1 the sale of approximately $80,125,000 of COs for Water, Wastewater and Electric projects and approximately $47.12 million in General Obligation Refunding and Improvement Bonds to fund the third year ($4 million) of street projects approved by voters in November 2012, the first year ($18.85 million) of projects approved by voters in November 2014, and the refunding of existing general obligation debt. The refunding is contingent upon market conditions and must meet the City's debt policy requirements. City staff has held several meetings to determine a planned issuance schedule for the 2014 Bond Election projects which is shown in Exhibit 2. This schedule is based on the best estimate by Departments of project timing balanced with the need to issue the debt over a six year period within tax rate limitations. City staff estimated a maximum increase in the debt service tax rate of 3 cents from the 2014 bond election. This issuance will be the first year of debt sales from the 2014 bond election. Staff has run additional tax rate impacts based on the assumptions of 4.0% annual increases in assessed valuation and current market interest rate for FY 2014 -15 and interest rate of 4.50% for FY 2015 -16 and beyond with the following schedule of issuance: • FY 2014 -15 - $18,850,000 • FY 2015 -16 - $ 9,955,000 • FY 2016 -17 - $13,495,000 • FY 2017 -18 - $23,805,000 • FY 2018 -19 - $14,630,000 • FY 2019 -20 - $17,440,000 Based on these assumptions and issuance schedule, the debt service tax rate will increase by 1.9 cents in FY 2015 -16 and another 0.85 cents in FY 2016 -17 for a total increase of 2.75 cents. RECOMMENDATION Staff recommends adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On February 16, 2015, the Audit/Finance Committee also received a presentation on the bond program and Notice of Intent Ordinance. FISCAL INFORMATION The ordinance is for the authorization to publish the Notice of Intention to sell $18,800,000 of Certificates of Obligation for General Government and Solid Waste projects. A notice is only required for the Certificates of Obligation. There is no statutory requirement to post such a notice for the General Obligation Refunding and Improvement Bonds, which will include the third year ($4 million) of street projects approved by voters in November 2012, the first year ($18.85 million) of projects approved by voters in November 2014, and the refunding of existing general obligation debt. EXHIBITS City of Denton Page 3 of 4 Printed on 2/27/2015 File M ID 15 -159, Version: 1 1. Notice of Intention Ordinance 2. Issuance Timeline for General Obligation Bonds Respectfully submitted: Chuck Springer Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance City of Denton Page 4 of 4 Printed on 2/27/2015 ORDINANCE NO. 2015- AN ORDINANCE DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE $18,800,000 IN PRINCIPAL AMOUNT OF CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON FOR GENERAL GOVERNMENT AND SOLID WASTE PROJECTS; AND PROVIDING FOR AN EFFECTIVE DATE THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, it is deemed necessary and advisable that the Notice of Intention to Issue Certificates of'Obligation be given as hereinafter provided. 'THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section 1. 'That attached hereto is a form of "NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON", the form and substance of which are hereby adopted and approved, and made a part of this Ordinance for all purposes. Section 11. That the City Secretary shall cause said NOTICE, in substantially the form attached hereto, to be published once a week for two consecutive weeks in a newspaper of general circulation in the City, with the date of the first publication to be at least thirty-one (3 1 ) days before the date tentatively set for the passage ofthe Ordinance authorizing the issuance of such Certificates of Obligation. Section 111. That this Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the - day of 2015. CHRIS WAT'"f'S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ]llE STATE (DFTEXAS COUNTY 0FUBNTDN CITY OF DENTON NOTICE 0FINTENTION TO ISSUE CERTIFICATES OFOBLIGATION THE CITY (]FDENTON, iu Denton County, Texas, hereby gives notice o[its intention to issue CITY OF DENTON CERTIFICATES OF OBLIGATION, in accordance with the Certificate of Obligation Act of l97|, as amended and codified, and other opp|iouh|4 |uvva, in the nouxinnunu principal amount of $I8"800,000 for the purpose of paying all or u portion of the City's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, 10 nit: (a) acquisition of vchim|ma and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal mya1cnu, including the acquisition of land for the City |ondO||; (h) renovations to, and equipping o[ existing ouuniuipa| buildings, including the acquisition and ioa1u||m1ion of r4p|uuuroeot heating, venting and air conditioning equipment, vouOog and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, uuinnu| services, mbeuto and traffic oouico|, facilities management, and parks and recreation dcpmdnouutx; (d) acquiring, constructing, installing and equipping parking [uoi}idcu; (e) acquisition of |uod and buildings to be used for administration facilities and/or park purposes; (A acquiring, constructing, installing and equipping additions, cx1cuyiuno, rouuvo|inoo and improvements to the Civic [cu|e, Pool [uui|bics; and (g) acquiring, constructing, installing and equipping rcp}uocouum| facility for Fire Station Number 2, including related site preparation, and acquiring, constructing, installing and equipping a new fire station, including the uuguiaidou of land therefor; and also for the purpose wf paying all oruportion of the City's contractual obligations for professional eorvicom, including engineers, occbi1outy, attorneys, noop noukem` auditors, and Ununoiu| advisors, in connection with said pr jeu\e and said Codifiuo1oa of Obligation. The City proposes 0o provide for the payment of such Ccdifiou1eumf Obligation from the levy and collection o[udva|oreno taxes in the City ua provided bylaw, and from ocdein surplus revenues (not to exceed $1,000 in aggregate amount) derived by the City from the ownership and operation of the City's Dd|ib/ Symicro (consisting of the City's combined vvu1ervvn,k* and sewer system and electric light and power ayaionu). The City Council of the City tentatively proposes to authorize the issuance of such Certificates of Obligation m{u meeting commencing a(6:3O p.m. on the 7th day of April, 2O|5, in the City Council room uk the Municipal Building (City Du||),2l5 C. McKinney, Denton, Texas. CITY OF0ENT0N,TEXAS Qv: Jennifer K. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -160, Version: 1 Agenda Information Sheet DEPARTMENT: Finance CM /ACM: Bryan Langley Date: March 3, 2015 SUBJECT Consider adoption of an ordinance directing the publication of Notice of Intention to issue $80,125,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks and Sewer System and Electric System projects; and providing for an effective date. The Audit/Finance Committee recommends approval (3 -0). BACKGROUND This ordinance provides the Notice of Intention to issue $80,125,000 in principal amount of Certificates of Obligation (COs) for Water, Wastewater and Electric projects, as required by state law. The notice will be published once a week for two consecutive weeks in the Denton Record Chronicle, with the date of the first publication to be at least thirty -one (31) days before the date tentatively set for the passage of the ordinance authorizing the issuance of the bonds. These bonds will provide funding of $3,000,000 for Water, $8,300,000 for Wastewater and $67,925,000 for Electric project costs. The additional $900,000 is for issuance costs and to allow flexibility in marketing and pricing the bond sale. Staff recommends the sale of $3,000,000 in COs for Water projects. Below is a listing of recommended CO funded projects for Water's FY 2014 -15 CIP: 1. McKinney Transmission Line - $ 1,000,000 2. Lake Ray Roberts Zebra Mussel Control - $ 1,000,000 3. State Highway Relocations - $ 1,000,000 Total - Water $ 3,000,000 Staff recommends the sale of $8,300,000 in COs for Wastewater projects. Below is a listing of recommended CO funded projects for Wastewater's FY 2014 -15 CIP: 1. Vehicles & Equipment - 2. Phosphorus Limit Upgrade - 3. Pecan Creek Interceptor III - 4. State Highway Relocations - Total - Wastewater $ 1,500,000 $ 3,000,000 $ 3,500,000 $ 300,000 $ 8,300,000 City of Denton Page 1 of 4 Printed on 2/27/2015 File #: ID 15 -160, Version: 1 Staff recommends the sale of $67,925,000 in COs for Electric projects. Below is a listing of recommended CO funded projects for Electric's FY 2014 -15 CIP, which is broken down between transmission and distribution projects. Transmission projects represent approximately 57% of Electric's total bond sale and are eligible for Transmission Costs of Service (TCOS) recovery through rates charged to other utilities as mandated by the Public Utilities Commission of Texas. 1. Pockrus Substation - $ 4,386,000 2. Spencer to Pockrus 138kV Transmission Line - $ 1,637,000 3. Kings Row to Denton North 69kV Transmission Line (Yellow) - $ 3,691,000 4. North Lakes to Bonnie Brae 69kV Transmission Line - $ 1,239,000 5. Spencer Switch to Locust 69kV Transmission Line - $ 420,000 6. Hickory to Locust 69kV Transmission Line - $ 2,553,000 7. Kings Row Substation - $ 2,767,000 8. Eagle (UNT) Substation - $ 683,000 9. Locust Substation - $ 511,000 10. Hickory Substation - $ 657,000 11. North Spencer Substation - $ 781,000 12. Arco Substation - $ 8,039,000 13. Masch Branch Switch Station - $ 528,000 14. Long Road Substation (Hills of Denton) - $ 733,000 15. Underwood Substation - $ 915,000 16. Brinker Substation - $ 719,000 17. Mayhill Substation - $ 912,000 18. Woodrow Substation - $ 1,617,000 19. Teasley to Pockrus Transmission Line Reconstruction (TMPA) - $ 5,326,000 20. New West Switch Station - $ 314,000 2 L TMPA Spencer Interchange - $ 85,000 22. NERC /ERCOT Compliance - $ 100,000 23. Substation Security - $ 120,000 Subtotal - Electric Transmission Projects $38,733,000 24. Distribution Feeders & Extensions - $16,240,000 25. New Residential & Commercial - $ 4,413,000 26. Distribution Transformers - $ 2,424,000 27. Building Upgrades & Improvements - $ 3,058,000 28. Automated Meter Reading - $ 917,000 29. Over/Under Conversions - $ 350,000 30. Power Factor Improvements - $ 623,000 31. Street Lighting - $ 206,000 32. Contingency - $ 300,000 City of Denton Page 2 of 4 Printed on 2/27/2015 File M ID 15 -160, Version: 1 33. Tools & Equipment - $ 126,000 34. Communications Equipment - $ 535,000 Subtotal - Electric Distribution Projects $29,192,000 Electric Projects Grand Total - $67,925,000 CO funded Electric projects totaling $67,925,000 were previously authorized through a Reimbursement Ordinance. The City sells bonds in accordance with the useful life of the asset that is being acquired. For example, vehicles are typically sold with bonds that will be paid within five years. For the FY 2014 -15 proposed debt issuance for Water, Wastewater and Electric: $1,500,000 will be 5 year debt, $9,800,000 will be 20 year debt and $67,925,000 will be 30 year debt. In addition, the debt issues will have a 10 year call feature. Concurrently with the sale of the COs for Water, Wastewater and Electric projects, the City anticipates the sale of approximately $18,800,000 of COs for General Government and Solid Waste projects and approximately $47.12 million in General Obligation Refunding and Improvement Bonds fund the third year ($4 million) of street projects approved by voters in November 2012, the first year ($18.85 million) of projects approved by voters in November 2014, and the refunding of existing general obligation debt. The refunding is contingent upon market conditions and it must meet the City's debt policy requirements. If approved by the City Council, staff will proceed with the publication of the Notice of Intention and will schedule the Bond Ordinance for consideration and adoption on April 7, 2015. At that time, it is anticipated that staff will request that the City Council authorize a "parameters sale." Under such an arrangement, staff will be permitted to execute the bond sale within six (6) months of April 7', provided certain interest rate parameters are met. RECOMMENDATION Staff recommends adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On February 16, 2015, the Audit/Finance Committee also received a presentation on the bond program and Notice of Intent Ordinance. FISCAL INFORMATION The ordinance is for the authorization to publish the Notice of Intention to sell $80,125,000 of Certificates of Obligation for Water, Wastewater and Electric projects. A notice is only required for the Certificates of Obligation. There is no statutory requirement to post such a notice for the General Obligation Refunding and Improvement Bonds, which will the third year ($4 million) of street projects approved by voters in November 2012, the first year ($18.85 million) of projects approved by voters in November 2014, and the refunding of existing general obligation debt. City of Denton Page 3 of 4 Printed on 2/27/2015 File M ID 15 -160, Version: 1 EXHIBITS 1. Notice of Intention Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance City of Denton Page 4 of 4 Printed on 2/27/2015 EXHIBIT I ORDINANCE NO. 2015- AN ORDINANCE , DIRECTING THE PUBLICATION OF NOTICE OF INTENTION TO ISSUE $80,125,000 IN PRINCIPAL AMOUNT OF CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON FOR WATERWORKS AND SEWER SYSTEM AND ELECTRIC SYSTEM PROJECTS; AND PROVIDING FOR AN EFFECTIVE DATE THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, it is deemed necessary and advisable that the Notice of Intention to Issue Certificates of Obligation be given as hereinafter provided. THE COUNCIL OFTFIE CITY OF DENTON HEREBY ORDAINS: Section I. That attached hereto is a form of "NOTICE OF INTENTION TO ISSUE CERTIFICATES OF OBLIGATION OF THE CITY OF DENTON", the form and substance of which are hereby adopted and approved, and made a part of this Ordinance for all purposes. Section 11. That the City Secretary shall cause said NOTICE, in substantially the form attached hereto, to be published once a week for two consecutive weeks in a newspaper of general circulation in the City, with the date of the first publication to be at least thirty-one (3 1) days before the date tentatively set for the passage of the Ordinance authorizing the issuance of such Certificates of Obligation. Section Ill. That this Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: '11� EXHIBIT THE STATE L)ETEXAS COUNTY OPD[NTON CITY OfDBNTON NOTICE DPINTENTION lA ISSUE CERTIFICATES 0EOBLIGATION OF THE CITY OF DENTON (WATERWORKS AND SEWER SYSTEM AND ELECTRIC SYSTEM PROJECTS) THE CITY 0FDlNTON,in Denton County, Texas, hereby gives notice ofits intention toissue CITY OF 0BNTON CERTIFICATES OF OBLIGATION, in m;mndonco with the Certificate of Obligation Act of 1971, as amended and codified, and other applicable |ux'x, in the maximum principal amount of $80,125,000 for the purpose of paying all or u portion of the City's contractual obligations incurred pursuant to oozUroc1a for the purchase, ooambncdon and acquisition of certain ceu\ and personal property, to wit: (u) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and irnprowcrneu<o to" the City's waterworks and ao,/or aYmtonu; (b) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, ,coovuiioow and improvements to, the City's electric light and power aym<enu; and also for the purpose of paying all oruportion oF the City's contractual obligations for professional services, including engineers, architects, attorneys, uuuy makers, auditors, and financial advisors, in connection with said projects and said Certificates of Obligation. The City proposes to provide for the payment of such Certificates of Obligation from the levy and collection of ad valorem taxes in the City as provided by law, and from umdoin surplus revenues (not to exceed $|,OOU in aggregate a000unt) derived by the City from the ownership and operation of the City's Od|ih/ System (consisting of the City's combined waterworks and sewer system and electric light and pov/crayo|cro). The City Council of the City tentatively proposes 10 authorize the issuance ofsuch Certificates ofObligation a1u meeting commencing o16:30 p.m. on the 7th day uf April, 2O\5,in the City Council room ot the Municipal Building (City Bu}\),2l5B.McKinney, Denton, Texas. CITY OF0ENTON,TEXAS Dv: Jennifer |{.Walters, City Secretary City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -161, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George C. Campbell Date: March 3, 2015 SUBJECT Consider approval of a resolution allowing Chestnut Tree LC., to be allowed to sell alcoholic beverages at St. Patrick's on Walnut, March 13, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. BACKGROUND St. Patrick's on Walnut is an outdoor street festival that will be held on City property, Walnut Street, between Locust and Elm Streets, on March 13, 2015, from 5 pm until midnight. The street will be closed for live music, the sale of alcohol and vendor booths. This is a free event and organizers expect approximately 1,000 people to attend. Festival organizers submitted a request (Exhibit 1) to sell alcoholic beverages during the festival that will be provided by DI2- Denton I, LLC, dba Lone Star Attitude Burgers, Chestnut Tree LC., and Denton Sweetwater Grill and Tavern The restaurants bordering Walnut Street will serve alcohol at the event: The Chestnut Tree Teahouse and Bistro, Lone Star Attitude Burgers and Sweetwater Grill and Tavern. RECOMMENDATION Staff recommends approval of the resolution and agreement as submitted, which is consistent with agreements for other events serving alcoholic beverages. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council allowed the sale and consumption of alcohol on Walnut Street for the Oktoberfest on Walnut Street event which was approved at the September 16, 2014 Council meeting. FISCAL INFORMATION None. EXHIBITS 1. Resolution and Agreement City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -161, Version: 1 Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Christina Davis Economic Development Marketing Specialist City of Denton Page 2 of 2 Printed on 2/27/2015 RESOLUTION NO. A RESOLUTION ALLOWING CHESTNUT TREE LC., TO BE ALLOWED TO SELL ALCOHOLIC BEVERAGES AT ST. PATRICK'S ON WALNUT, MARCH 13, 2015, UPON CERTAIN CONDITIONS; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT IN CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council finds that it is in the public interest to select a vendor of alcoholic beverages at St. Patrick's on Walnut; and WHEREAS, CHESTNUT TREE L.C. has requested that they being a participant, be allowed to sell alcoholic beverages at this year's ST. PATRICK'S ON WALNUT, March 13, 2015; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. CHESTNUT TREE LC. shall be a participant allowed to sell alcoholic beverages at ST, PATRICK'S ON WALNUT, MARCH 13, 2015, in the 100 block of Walnut Street upon the following conditions: They shall be responsible to obtain the temporary license and permit for selling alcoholic beverages approved by appropriate state agency; 2. They shall provide the security necessary for the sale of alcoholic beverages; 3. They shall provide general comprehensive liability insurance from a responsible carrier, with the City as an additional insured, in the amount of $500,000.00; 4. They shall provide Liquor/Dram Shop Liability in the amount of $250,000 per occurrence; 5. They agree to indemnify the City of Denton against any liability incident to the selling of alcoholic beverages at the St. Patrick's on Walnut. SECTION 2. The City Manager or his designee is authorized to execute an agreement in conformity with this Resolution, which shall be substantially in the form of the agreement attached hereto and made a part hereof by reference. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CITY OF DENTON AGREEMENT WITH CHESTNUT TREE LC STATE OF TEXAS COUNTY OF DENTON § This Agreement, made this __ day of 2015, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "CITY" and C I-IESTNUT TREE LC. WITNESSETIL that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I GENERAL The City grants to CI-JESTNUT TREE LC the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the ST. PATRICK'S DAY ON WALNUT on MARCH 13, 2015, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the ST. PATRICK'S DAY ON WALNUT set for the year 2015. ARTICLE 2 SCOPE OF SERVICES CI-IESTNUT TREE LC, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. CHESTNUT TREE LC shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. B. CHESTNUT "TRINE LC shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. C. CHESTNUT TREE LC shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. CHESTNUT TREE LC'S failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. ARTICLE 3 LOCAL RULES AND REGULATION CHESTNUT TREE LC agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. CHESTNUT TREE LC shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. CHESTNUT TREE LC will exercise reasonable care and due diligence in their sale of alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. ARTICLE 4 INDEMNITY AGREEMENT CHESTNUT TREE LC shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of CHESTNUT TREE LC or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 5 INSURANCE During the performance of the Agreement, CHESTNUT TREE LC shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Liquor /Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City-owned property where alcohol will be provided or served. Page 2 C. CI-IESTNUT TREE LC shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and CHESTNUT TREE LC. In such event, CHESTNUT TREE LC shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 6 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: CHESTNUT ,TREE LC: Valeree Clegg 107 W. I-lickory Denton, Texas 76201 CITY OF DENTON: City Manager 215 E. McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE 7 ENTIRE AGREEMENT This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 8 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 9 DISCRIMINATION PROHIBITED Page 3 In performing the services required hereunder, CHESTNUT TREE LC shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 10 PERSONNEL CHESTNUT 'FREE LC represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. ARTICLE 11 ASSIGNABILITY CHESTNUT TREE LC shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. ARTICLE 12 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 13 MISCELLANEOUS A. Venue of any Suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CHESTNUT TREE LC has executed this Page 4 Agreement through its duly authorized undersigned officer on this the day of ,2015. CITY OF DENTON, TEXAS GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY- WITNESS: BY: Page 5 N TREE LC REE CLEGG City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -162, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George C. Campbell Date: March 3, 2015 SUBJECT Consider approval of a resolution allowing DI2- Dentonl, LLC, DBA Lone Star Attitude Burgers, to be allowed to sell alcoholic beverages at St. Patrick's on Walnut, March 13, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. BACKGROUND St. Patrick's on Walnut is an outdoor street festival that will be held on City property, Walnut Street, between Locust and Elm Streets, on March 13, 2015, from 5 pm until midnight. The street will be closed for live music, the sale of alcohol and vendor booths. This is a free event and organizers expect approximately 1,000 people to attend. Festival organizers submitted a request (Exhibit 1) to sell alcoholic beverages during the festival that will be provided by DI2- Denton I, LLC, dba Lone Star Attitude Burgers, Chestnut Tree LC., and Denton Sweetwater Grill and Tavern The restaurants bordering Walnut Street will serve alcohol at the event: The Chestnut Tree Teahouse and Bistro, Lone Star Attitude Burgers and Sweetwater Grill and Tavern. RECOMMENDATION Staff recommends approval of the resolution and agreement as submitted, which is consistent with agreements for other events serving alcoholic beverages. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council allowed the sale and consumption of alcohol on Walnut Street for the Oktoberfest on Walnut Street event which was approved at the September 16, 2014 Council meeting. FISCAL INFORMATION None. EXHIBITS 1. Resolution and Agreement City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -162, Version: 1 Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Christina Davis Economic Development Marketing Specialist City of Denton Page 2 of 2 Printed on 2/27/2015 RESOLUTION NO. A RESOLUTION ALLOWING D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS, TO BE ALLOWED TO SELL ALCOHOLIC BEVERAGES AT ST. PATRICK'S ON WALNUT, MARCH 13, 2015, UPON CERTAIN CONDITIONS; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT IN CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council finds that it is in the public interest to select a vendor of alcoholic beverages at St. Patrick's on Walnut; and WHEREAS, D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS has requested that they being a participant, be allowed to sell alcoholic beverages at this year's ST. PATRICK'S ON WALNUT, March 13, 2015; NOW, THEREFORE_,, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. D12-DENTON1, LLC, DBA LONE STAR ATTITUDE BURGERS shall be a participant allowed to sell alcoholic beverages at ST. PATRICK'S ON WALNUT, MARCH 13, 2015, in the 100 block of Walnut Street upon the following conditions: I They shall be responsible to obtain the temporary license and permit for selling alcoholic beverages approved by appropriate state agency; 2. They shall provide the security necessary for the sale of alcoholic beverages; 3. They shall provide general comprehensive liability insurance from a responsible carrier, with the City as an additional insured, in the amount of $500,000.00; 4. They shall provide Liquor/Dram Shop Liability in the amount of $250,000 per occurrence; 5. They agree to indemnify the City of Denton against any liability incident to the selling of alcoholic beverages at the St. Patrick's on Walnut. SECTION 2. J`he City Manager or his designee is authorized to execute an agreement in conformity with this Resolution, which shall be substantially in the form of the agreement attached hereto and made a part hereof by reference. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY WA APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CITY OF DENTON AGREEMENT WITH D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS STATE OF TEXAS COUNTY OF DEN TON § This Agreement, made this day of -, 2015, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "CITY" and D12- DENTON 1, LLC, DBA LONE STAR. ATTITUDE BURGERS. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I GENERAL The City grants to D12-DENTONI, LLC, DBA LONE STAR ATTITUDE B[JRGERS the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set .forth, for the ST. PATRICK'S DAY ON WALNUT on MARCH 13, 2015, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the ST. PATRICK'S DAY ON WALNUT set for the year 2015. ARTICLE 2 SCOPE OF SERVICES D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the ST. PATRICKS DAY ON WALNUT. B. D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. C. D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. D12-DENTON1, LLC, DBA LONE STAR ATTITUDE BURGERS'S failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. ARTICLE 3 LOCAL RULES AND REGULATION D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. D12- DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS will exercise reasonable care and due diligence in their sale of alcoholic beverages at the ST. PATRICK'S DAY ON WALNUT. ARTICLE 4 INDEMNITY AGREEMENT D12-DENTON], LLC, DBA LONE STAR ATTITUDE BURGERS shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 5 INSURANCE During the performance of the Agreement, D12-DENTON I, LLC, DBA LONE STAR ATTITUDE BURGERS shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $100,000 in the aggregate. Page 2 B. Liquor/Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City-owned property where alcohol will be provided or served. C. D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and D12-DENTON1, LLC, DBA LONE STAR ATTITUDE BURGERS. In such event, D12-DENTON1, LLC, DBA LONE STAR ATTITUDE BURGERS shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 6 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as ofthree (3) days' mailing: D12-DENTON 1, LLC, DBA LONE STAR ATTITUDE BURGERS: CITY OF DENTON: Steve Watkins City Manager 113 W. Hickory 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE 7 ENTIRE AGREEMENT This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and Final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 8 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and Page 3 enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE 9 DISCRIMINATION PROHIBITED In performing the services required hereunder, D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 10 PERSONNEL 1312-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. ARTICLE 11 ASSIGNABILITY D12-DENTON I, LLC, DBA LONE STAR ATTITUDE BURGERS shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. ARTICLE 12 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 13 MISCELLANEOUS A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive tern-is or conditions of this Agreement. Page 4 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS has executed this Agreement through its duly authorized undersigned officer on this the --- day of 2015. CITY OF DENTON, TEXAS GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: WITNESS: M Page 5 D12-DENTONI, LLC, DBA LONE STAR ATTITUDE BURGERS M City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -163, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George C. Campbell Date: March 3, 2015 SUBJECT Consider approval of a resolution allowing Denton Sweetwater Grill & Tavern, to be allowed to sell alcoholic beverages at St. Patrick's on Walnut, March 13, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. BACKGROUND St. Patrick's on Walnut is an outdoor street festival that will be held on City property, Walnut Street, between Locust and Elm Streets, on March 13, 2015, from 5 pm until midnight. The street will be closed for live music, the sale of alcohol and vendor booths. This is a free event and organizers expect approximately 1,000 people to attend. Festival organizers submitted a request (Exhibit 1) to sell alcoholic beverages during the festival that will be provided by DI2- Denton I, LLC, dba Lone Star Attitude Burgers, Chestnut Tree LC., and Denton Sweetwater Grill and Tavern The restaurants bordering Walnut Street will serve alcohol at the event: The Chestnut Tree Teahouse and Bistro, Lone Star Attitude Burgers and Sweetwater Grill and Tavern. RECOMMENDATION Staff recommends approval of the resolution and agreement as submitted, which is consistent with agreements for other events serving alcoholic beverages. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council allowed the sale and consumption of alcohol on Walnut Street for the Oktoberfest on Walnut Street event which was approved at the September 16, 2014 Council meeting. FISCAL INFORMATION None. EXHIBITS 1. Resolution and Agreement City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -163, Version: 1 Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Christina Davis Economic Development Marketing Specialist City of Denton Page 2 of 2 Printed on 2/27/2015 RESOLUTION NO. A RESOLUTION ALLOWING DENTON SWEETWATER GRILL & TAVERN, TO BE ALLOWED TO SELL, ALCOHOLIC BEVERAGES AT ST. PATRICK'S ON WALNUT, MARCH 13, 2015, UPON CERTAIN CONDITIONS; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT IN CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council finds that it is in the public interest to select a vendor of alcoholic beverages at St. Patrick's on Walnut; and WHEREAS, DENTON SWEETWATER GRILL & TAVERN has requested that they being a participant, be allowed to sell alcoholic beverages at this year's ST. PATRICK'S ON WALNUT, March 13, 2015; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. DENTON SWEETWATER GRILL & TAVERN shall be a participant allowed to sell alcoholic beverages at ST. PATRICK'S ON WALNUT, MARCH 13, 2015, in the 100 block of Walnut Street upon the following conditions: I They shall be responsible to obtain the temporary license and permit for selling alcoholic beverages approved by appropriate state agency; 2. They shall provide the security necessary for the sale of alcoholic beverages; 3. They shall provide general comprehensive liability insurance from a responsible carrier, with the City as an additional insured, in the amount of $500,000.00; 4. They shall provide Liquor/Dram Shop Liability in the amount of $250,000 per occurrence; 5. They agree to indemnify the City of Denton against any liability incident to the selling of alcoholic beverages at the St. Patrick's on Walnut. SECTION 2. The City Manager or his designee is authorized to execute an agreement in conformity with this Resolution, which shall be substantially in the form of the agreement attached hereto and made a part hereof by reference. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY M., APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CITY OF DENTON AGREEMENT WITH DENTON SWEETWATER GRILL & TAVERN STATE OF TEXAS COUNTY OF DENTON § This Agreement, made this — day of 2015, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "CITY" and DENTON SWEETWATER GRILL & TAVERN WITNESSETI-1, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I GENERAL The City grants to DENTON SWEETWATER GRILL &TAVERN the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the ST PATRICKS DAY ON WALNUT on MARCH 13, 2015, to be held on Walnut Street between S. Locust and S. Elm Streets. This privilege does not extend beyond the date of the ST PATRICKS DAY ON WALNUT set for the year 2015. ARTICLE 2 SCOPE OF SERVICES DENTON SWEETWATER GRILL & TAVERN, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. DENTON SWEETWATER GRILL & TAVERN shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at the ST f)A"I'RICKS DAY ON WALNUT. B. DENTON SWEETWATER GRILL & TAVERN shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at the S'I'PATRICKS DAY ON WALNUT. C. DENTON SWEETWATER GRILL & TAVERN shall be solely responsible for obtaining and paying for any security necessary for their sale of alcoholic beverages at the ST PATRICKS DAY ON WALNUT. DENTON SWEETWATER GRILL & TAVERN'S failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at the ST PATRICKS DAY ON WALNUT. ARTICLE 3 LOCAL RULES AND REGULATION DENTON SWEETWATER GRILL & TAVERN agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith, DENTON SWEETWATER GRILL & TAVERN shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. DENTON SWEETWATER GRILL & TAVERN will exercise reasonable care and due diligence in their sale of alcoholic beverages at the ST PATRICKS DAY ON WALNUT. ARTICLE 4 INDEMNITY AGREEMENT DENTON SWEETWATER GRILL & TAVERN shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of DENTON SWEETWATER GRILL & TAVERN or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 5 INSURANCE During the performance of the Agreement, DENTON SWEETWATER GRILL & TAVERN shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of' not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $ 100,000 in the aggregate. B. Liquor/Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City-owned property where alcohol will be provided or served. Page 2 C. DENTON SWEETWATER GRILL & TAVERN shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and DENTON SWEETWATER GRILL & TAVERN, In such event, DENTON SWEETWATER GRILL & TAVERN shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 6 NOTICES All notices, communications, and reports required or pennitted Under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: DENTON SWEETWATER GRILL & TAVERN CITY OF DENTON: Ryann Reid City Manager 115 S. Elm 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE 7 ENTIRE AGREEMENT This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 8 SEVERABILITV If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 3 ARTICLE 9 DISCRIMINATION PROHIBITED In performing the services required hereunder, DENTON SWEETWATER GRILL & TAVERN shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 10 PERSONNEL DENTON SWEETWATER GRILL & TAVERN represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. ARTICLE 11 ASSIGNABILITY DENTON SWEETWATER GRILL & TAVERN shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. ARTICLE 12 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 13 MISCELLANEOUS A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of 'texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and DENTON SWEETWATER GRILL & TAVERN has executed this Agreement through its duly authorized undersigned officer on this the --- day of __ 2015. CITY OF DENTON, TEXAS GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: WITNESS: BY: DENTON SWRTWATERYGRILL & T Page 5 Y:"" RYANN RtAD' City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -164, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George C. Campbell Date: March 3, 2015 SUBJECT Consider approval of a resolution allowing Roosters Roadhouse Inc. dba Roosters, to be the sole participant allowed to sell alcoholic beverages at 35 Denton, March 14 & 15, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. BACKGROUND The 35 Denton outdoor concerts will be held in the Williams Trade Square. Rooster's Roadhouse has requested to be able to sell alcoholic beverages on city property during the festival. RECOMMENDATION Staff recommends approval of the resolution and agreement as submitted, which is consistent with agreements for other events serving alcoholic beverages. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The request to allow the sale and consumption of alcohol on city property for this event was approved at the February 15, 2011, February 21, 2012, and February 5, 2013 City Council meetings. FISCAL INFORMATION None FYUIRITC I. Resolution and Agreement Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Christina Davis ED Marketing Specialist City of Denton Page 1 of 1 Printed on 2/27/2015 F5=01RUM121,0163 A RESOLUTION ALLOWING ROOSTERS ROADHOUSE INC. DBA ROOSTERS, TO BE THE SOLE PARTICIPANT ALLOWED TO SELL ALCOHOLIC BEVERAGES AT 35 DENTON, MARCH 14 & 15, 2015, UPON CERTAIN CONDITIONS; AUT14ORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT IN CONFORMITY WITH THIS RESOLUTION; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") is the owner of the Williams Trade Square; and WHEREAS, the City Council finds that it is in the public interest to select only one vendor of alcoholic beverages at 35 Denton; and WHEREAS, ROOSTERS ROADHOUSE INC. DBA ROOSTERS has requested that they be the sole participant allowed to sell alcoholic beverages at this year's 35 Denton, March 14 & 15, 2015; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. ROOSTERS ROADHOUSE INC. DBA ROOSTERS shall be the sole participant allowed to sell alcoholic beverages on City property at 35 DENTON, MARCH 14 & 15, 2015, at Williams Trade Square located on Hickory Street upon the following conditions: I They shall be responsible to obtain the temporary license and permit for selling alcoholic beverages approved by appropriate state agency; 2. They shall provide the security necessary for the sale of alcoholic beverages; 3. 35 Denton shall provide general comprehensive liability insurance from a responsible carrier, with the City as an additional insured, in the amount of $500,000.00; 4. They shall provide Liquor/Dram Shop Liability in the amount of $250,000 per occurrence; 5. They agree to indemnify the City of Denton against any liability incident to the selling of alcoholic beverages at the 35 Denton. SECTION 2. The City Manager or his designee is authorized to execute an agreement in conformity with this Resolution, which shall be substantially in the form of the agreement attached hereto and made a part hereof by reference. SECTION 3. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY mu APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CITY OF DENTON AGREEMENT WITH ROOSTERS ROADHOUSE, INC. DBA ROOSTERS STATE OF TEXAS This Agreement, made this day of , 2015, by and between the City of Denton, a municipal corporation, hereinafter referred to as the "CITY" and ROOSTERS ROADHOUSE, INC. DBA ROOSTERS WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: Fi ty 116 N a The City grants to ROOSTERS ROADHOUSE, INC. DBA ROOSTERS the privilege to sell alcoholic beverages, subject to the exceptions and conditions hereinafter set forth, for the 35 DENTON, a festival, on MARCH 14 & 15, 2015, to be held in Williams Trade Square. This privilege does not extend beyond the date of the 35 DENTON set for the year 2015. ARTICLE 2 SCOPE OF SERVICES ROOSTERS ROADHOUSE, INC. DBA ROOSTERS, in order to exercise the privilege to sell alcoholic beverages, must perform the following: A. ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall be solely responsible for the rental and payment for any booth space necessary for the sale of alcoholic beverages at 35 DENTON. B. ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall be solely responsible to obtain any temporary license and permit necessary for the selling of alcoholic beverages at 35 DENTON. C. 35 Denton shall be solely responsible for obtaining and paying for any security necessary for the sale of alcoholic beverages at 35 DENTON. D. ROOSTERS ROADHOUSE, INC. DBA ROOSTERSS failure to do any of the above and to show proper proof of compliance shall waive their right to exercise the privilege of selling alcoholic beverages at 35 DENTON. ARTICLE 3 LOCAL RULES AND REGULATION ROOSTERS ROADHOUSE, INC. DBA ROOSTERS agrees to abide by all municipal, county, state and federal laws, ordinances, rules and regulations and specifically, without limitation, to obtain all necessary and proper licenses, permits and authorizations, and to comply with the requirements of any duly authorized person acting in connection therewith. ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall pay all taxes, if any, of every nature and description arising out of or in any manner connected with the sale of alcoholic beverages. ROOSTERS ROADHOUSE, INC. DBA ROOSTERS will exercise reasonable care and due diligence in their sale of alcoholic beverages at 35 DENTON. 110 13 Mur 113 1 yff.11" 113 ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall indemnify and save and hold harmless the CITY and its officers, agents, and employees from and against any and all liability, claims, demands, losses, and expenses, including but not limited to, court costs and reasonable attorney fees incurred by the CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of ROOSTERS ROADHOUSE, INC. DBA ROOSTERS or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 5 INSURANCE During the performance of the Agreement, ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less that $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Liquor/Dram Shop Liability in the amount of $250,000 per occurrence for any event occurring on City-owned property where alcohol will be provided or served. Page 2 ARTICLE 9 DISCRIMINATION PROHIBITED In performing the services required hereunder, ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 10 PERSONNEL ROOSTERS ROADHOUSE, INC. DBA ROOSTERS represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the CITY. ARTICLE 11 ASSIGNABILITY ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the CITY. ARTICLE 12 MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE 1.3 MISCELLANEOUS A. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. B. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. Page 4 C. ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall furnish insurance certificates or insurance policies at the CITY'S request to evidence such coverages. The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without written notice to the CITY and ROOSTERS ROADHOUSE, INC. DBA ROOSTERS. In such event, ROOSTERS ROADHOUSE, INC. DBA ROOSTERS shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 6 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: ROOSTERS ROADHOUSE, INC. CITY OF DENTON: DBA ROOSTERS Alan Pierce City Manager 113 Industrial St. 215 E. McKinney Denton, Texas 76201 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE 7 ENTIRE AGREEMENT This Agreement, consisting of five (5) pages and 0 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 8 SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 3 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and ROOSTERS ROADHOUSE, INC. DBA ROOSTERS has executed this Agreement through its duly authorized undersigned officer on this the day of , 2015. GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY MI- APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: WITNESS: BY: Page 5 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -170, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM /ACM: Bryan Langley AGENDA DATE: March 3, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager to enter into an Interlocal Cooperative Purchasing Program Agreement with the University of North Texas Murphy Center for Entrepreneurship for classroom instruction and consulting services for the Leadership Excellence and Enhancement Program (LEEP) under Section 791.001 of the State of Texas Government Code, to authorize City of Denton contracts for the purchase of various goods and services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5743- Interlocal Agreement with the University of North Texas Murphy Center for Entrepreneurship in an amount not -to- exceed $130,147.80 for the three (3) program duration). FILE INFORMATION The City of Denton entered into an agreement on October 15, 2013 with the University of North Texas to conduct training to support a newly established leadership development program called Leadership Excellence and Enhancement Program (LEEP). The purpose of this program is two -fold: to provide a formal program for developing leadership and management competencies in employees and to provide a project task group to examine specific issues facing the City and consider alternative and innovative ways to solve challenges. The first class began in January of 2014 and consisted of 12 employees (who were among 42 applicants). The curriculum, which was completed by December of 2014, included approximately 104 hours of classroom training, covering the following thirteen competencies: • Project Management Strategic Thinking • Presentation Skills • Leadership Customer Service • Ethics and Trust • Managerial and Personal Success Skills • Implementing Organizational Change • Personal Financial Planning and Management • Innovation and Creative Thinking • Delegation and Time Management City of Denton Page 1 of 3 Printed on 2/27/2015 File #: ID 15 -170, Version: 1 • Decision Making Conflict Resolution and Negotiation The program also includes an orientation consisting of three consecutive days that is designed to help participants gain a better understanding of local government as a whole, the City's strategic focus and impact on the community, a deeper understanding of the culture we are trying to build, and a greater exposure to the variety of services we offer. In addition to the classroom training, participants work on a project(s) selected by the class which is designed to address a real City challenge. The current Interlocal Agreement ends on March 1, 2015. While the curriculum provided through UNT is complete, the project teams are still working to complete their projects. We have set a target date for completion for the end of June 2015. One of the core UNT professors involved with LEEP, Dr. Derrick D'Souza, has agreed to serve as an advisor on an "as needed" basis to the teams as they work to finalize their projects. As such, the City needs to execute a new Interlocal Agreement that will extend its partnership with UNT as well as add an hourly consultant rate. The University of North Texas developed this program in conjunction with the City's Human Resources Department and the City Manager's Office, specifically targeting the City's needs. Staff has received positive feedback from the participants of this program, and anticipates it benefiting the organization. Therefore, the City plans to continue participating in LEEP. The new Interlocal Agreement will allow the City to continue its partnership with the University of North Texas for up to three (3) additional 12 to 18 month programs. The length of the program will vary, since it is contingent upon the project chosen by the LEEP participants. In order to maintain continuity of this program, it is important that the City continue our partnership with the University of North Texas. Therefore, instead of a typical three (3) year contract, we are requesting approval of a "three program" Interlocal Agreement. The next class is targeted to begin October of 2015. Consequently, staff anticipates starting a new group of employees through LEEP every other year. Because the programs are anticipated to start every other year, this Agreement will expire in July of 2021. Section 791.001 of the Government Code requires that all interlocal contracts must be authorized by the governing body, regardless of the dollar amount. The only exception to this is municipally owned electric utilities -these entities have a $100,000 threshold before authorization by the governing body is required. RECOMMENDATION Approve an Interlocal Cooperative Purchasing Program Agreement with the University of North Texas Murphy Center for Entrepreneurship in the not -to- exceed amount of $130,147.80. This dollar amount includes the fixed fee for training classes for three (3) programs as well as the cost for anticipated hours of consultative services for the project teams. PRINCIPAL PLACE OF BUSINESS University of North Texas Murphy Center for Entrepreneurship Denton, TX City of Denton Page 2 of 3 Printed on 2/27/2015 File #: ID 15 -170, Version: 1 ESTIMATED SCHEDULE OF PROJECT The University of North Texas Murphy Center for Entrepreneurship will perform the tasks detailed in the Interlocal Cooperative Purchasing Program Agreement during the time period of March 3, 2015 through July 31, 2021. The Agreement may be renewed upon written agreement by both parties. FISCAL INFORMATION The Leadership Excellence and Enhancement Program will be funded from the Human Resources Training account 4150001.7820. EXHIBIT Exhibit l: Ordinance Exhibit 2: Interlocal Agreement Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Carla Romine at 349 -8344. City of Denton Page 3 of 3 Printed on 2/27/2015 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO AN INTERLOCAL COOPERATIVE PURCHASING PROGRAM AGREEMENT WITH THE UNIVERSITY OF NORTH TEXAS MURPHY CENTER FOR ENTREPRENEURSHIP FOR CLASSROOM INSTRUCTION AND CONSULTING SERVICES FOR THE LEADERSHIP EXCELLENCE AND ENHANCEMENT PROGRAM (LEEP) UNDER SECTION 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE, TO AUTHORIZE CITY OF DENTON CONTRACTS FOR THE PURCHASE OF VARIOUS GOODS AND SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 5743 - INTERLOCAL AGREEMENT WITH THE UNIVERSITY OF NORTH TEXAS MURPHY CENTER FOR ENTREPRENEURSHIP IN AN AMOUNT NOT - TO- EXCEED $130,147.80 FOR THE THREE (3) PROGRAM DURATION). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee is hereby authorized to execute the Interlocal Cooperative Purchasing Program Agreement with the University of North Texas Murphy Center for Entrepreneurship 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 5743 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 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ffig INTERLOCAL AGREEMENT (File 5743) This Interlocal Agreement (the "Agreement ") is made and entered into this day of 12015, between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter "CITY ") and the University of North Texas, Murphy Center for Entrepreneurship, , and an agency of the State of Texas ( "UNT "). 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 "Service Agreement" for Leadership Excellence and Enhancement (LEEP) Program Workshops (Attachment 1) contemplated under this Agreement is of mutual interest and benefit to UNT and to the CITY and will further the instructional and technical objectives of UNT in a manner consistent with its status as an agency of the State of Texas; and WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the professional development of the employees of the City of Denton, and in the interest of saving the City of Denton and State of Texas taxpayer funding; and NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties hereby agree as follows: 1. STATEMENT OF WORK. UNT agrees to use its reasonable efforts to perform the LEEP Workshop(s) described in the "Service Agreement" appended hereto and incorporated as Attachment 1. 2. PROGRAM COORDINATOR. The Program will be supervised by Drs. Don Powell and Derrick D'Souza, Professors @ The University of North Texas. 3. PERIOD OF PERFORMANCE. UNT will perform the program and tasks detailed in the "Service Agreement" from contract execution through July 31 st, 2021. This Agreement may be renewed only by written agreement executed by both parties. 4. TOTAL AMOUNT OF THE CONTRACT. The total contract value shall not to exceed $130,147.80 The LEEP Workshop as detailed in the "Service Agreement ", including all services and professional development materials, shall be $31,920 for the first program starting at the beginning of the City's fiscal year (FY), October 2015. Each subsequent program shall increase five 5% over the previous program. 5. PAYMENT SCHEDULE. The City shall make payments upon receipt of invoices, in accordance with the statutory provisions of Texas Government Code; Chapter 2251.The payment schedule indentified below for each LEEP program, strictly follows a milestone performance schedule, in meeting of the stated DELIVERABLES (Attachment 1), and in the approval of invoices submitted to the City. 25% due upon receipt of an invoice at the initiation of a LEEP Program- October of the fiscal year 25% due upon receipt of quarterly invoice February 1 of the LEEP Program fiscal year 25% due upon receipt of quarterly invoice June 1 of the LEEP Program fiscal year 25% due upon receipt of quarterly invoice October 1 of the subsequent fiscal year of a program period Additional services shall be billed at an hourly rate as needed by the City, with payments due net 30 after the services are rendered and invoice received. Invoices shall be sent to the following address: Name: City of Denton, Accounts Payable Department Address: 215 East McKinney Street City State Zip: Denton, TX 76201 Company Rep Name: Accounts Payable Phone: 940- 349 -8223 Email: accountspa, a(cf�tvofdenton.com 6. TERMINATION. This agreement may be terminated by either party, upon sixty (60) days prior written notice. 7. 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 in default at least thirty (30) days written notice to cure said default before exercising any of its rights as provided for in this Agreement. Page I of 5 OGC app. 6/2006 EXHIBIT 2 8. LIABILITY. The parties to this Agreement and their respective officers and employees shall not be deemed to assume any liability for the acts, omissions and negligence of the other party. 9. DISCLAIMER OF LIABILITY. THERE ARE NO EXPRESS OR Ii\lPLIED WARRANTIES OF NIERCHANTABILITl OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT USE OF SUCH K- VIERIALS OR MODIFICATION OF SUCH MATERIALS WILL NOT INFRINGE ON ANY PATENT, COPYRIGHT, TRIDEIIL•iRI�, OR OTHER PROPRIETARY RIGHT. 10. FORCE MAJUERE. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereunder when such failure is due to an 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 parties to resume performance under this Agreement. 11. DISPUTE RESOLUTION. The City 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 UNT. UNT is an agency of the State of Texas, and the City is a local - government entity and nothing in this Agreement waives or relinquishes the right of either party to claim any exemptions, privileges and immunities as may be provided by law. 12. REMEDIES. This 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 parry 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 la%v 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. 13. ENTIRE REPRESENTATION. This 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 Agreement. No amendments or modification of this Agreement shall be effective unless set forth in writing executed by duly authorized representatives of each party. This Agreement shall be construed in accordance with the laws of the State of Texas. 14. 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. 15. ASSIGNMENT. This Agreement may not be assigned in whole or in part by any of the Parties without prior written consent of the other Party. 16. SEVERABILITY. In the 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 Agreement and the same shall remain in full force and effect. 17. AMENDMENTS. This Agreement may be amended from time to time by written amendment by both parties. 1B. 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 deemed given and received on the earlier of (a) actual receipt at the address of the named addressee, or (b) 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. University of North Texas Afurphy Center for Entrepreneurship Denton, TZ 76205 Attn: Dr. Finley Graves, Dean Telephone: 940- 565 -3076 Email: .E.H aka^... ..caygj ia) n . i City of Denton Purchasing Department 901B Texas Street Denton, Texas 76201 Attn: Purchasing Manager Telephone: 940 -349 -7133 Email: V1jr. ~hpju]g ei;e &i , �d tatc;�n.s u:m 19. NO THIRD PARTY BENEFICIARIES. For 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 Agreement, 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 City, or both; and (2) the terms of this Agreement are Page 2 of 5 OGC app. 6/2006 EXHIBIT 2 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. 20. ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between the UNT and City and supersedes all other negotiations, representations or agreement, written or oral, relating to this Agreement. The parties have caused this Agreement to be executed by their duly authorized representative. George C. Campbell City 'Manager Attest: jenntter waiters City Secretary Date a— ao —, 5 Date .2 — '7D — As Date Date Date Approved as to legal form: Date Anita Burgess City Attorney Page 3 of 5 OGC app. 6/2006 EXHIBIT 2 Attachment University of North 'Texas — Service Agreement a' VR4WM CENTER FOR Date: February 12, 2015 Customer: City of Denton Human Resources Department 601 E. Hickory, Suite A Denton, TX 76205 Program Title: Leadership Excellence and Enhancement Program (LEEP) WORK TO BE COMPLETED The Murphy Center for Entrepreneurship (henceforth called the " Murphy Center") at the University of North Texas will deliver through its associates, a professional development program for the employees of the City of Denton on their premises located at 601 E. Hickory, Denton TX 76205. The program consists of nineteen modules. "Leadership Excellence" will be the central themes of these modules. REPRESENTATIONS AND UNDERSTANDINGS The agreement begins with City of Denton's acceptance of this proposal and ends with the delivery of all the modules by the Enterprise Center. Each program will consist of 18 — 24 months, although the actual classes offered by UNT will typically be conducted within a consecutive 11 -- 12 month period. Based on the City's needs, this agreement may extend to cover three programs, with the first program under this Agreement beginning on October I, 2015. The inaugural LEEP project teams will be finalizing their projects by June 30, 2015. We have agreed to provide consultative services on an as needed basis to the project teams. As such, the Murphy Center and City of Denton agree to begin this Agreement on March 3, 2015 with completion by July 31, 2021 (in anticipation of three programs beginning October 1, 2015, and continuing every other fiscal year). The City of Denton's fiscal year starts each October. These dates may be altered by mutual agreement of the parties. The City of Denton is responsible for providing appropriate facilities, adequate audio - visual, computer equipment, city employee computer access, projection systems, etc., for successful delivery of the program. Participant binders and PowerPoint Masters will be provided by The Murphy Center. The City of Denton is responsible for copying the Masters for inclusion in participant binders. Participants are responsible for their own computers and any other learning support materials they choose to bring to the sessions. Drs. Don Powell and Derrick D'Souza, Professors, UNT, will be the Program Coordinators. They will be responsible for managing, and coordinating the professional development. Modules will be delivered by members of the faculty of the University of North Texas. Should the Murphy Center supplement the professional development resources, such alterations will be made at no additional charge to the City of Denton. The cost for the delivery of training will be a fixed price for a maximum of 12 City of Denton participants. The price includes all services and professional development materials described herein. The total cost of a LEEP Program Workshop to the City of Denton is $31,920.00 (thirty-one thousand nine hundred twenty dollars) for the first program year (City FY 15 -16). The cost for training for subsequent programs will increase by 5% for each program ($33,516 for FY 17 -18; $35,191.80 for FY 19 -20). Payment is due at the milestones as described in the "Agreement ". .. . . . .. ...... ....._.._._� __....__ _ �� __ .v......._...._. �_.. � ........... -� �_ Page 4 of 5.... _ .......................... OGC app. 6/2006 EXHIBIT 2 In addition to the training classes, LEEP project teams may need consultative services by the professors. A consultant fee of $360 per hour will be billed in the event such services are needed. SUBMISSION Submitted for The Murphy Center for Entrepreneurship, College of Business, University of North Texas, by: ACCEPTANCE This Proposal is in effect for 45 days from the above date. Acceptance of Proposal is accomplished by signing below. Accepted by: Signature: .... _.. _ _..... Date Printed Name: _ _ .. Title: Page 5 of 5 OGC app. 6/2006 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -171, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM /ACM: Bryan Langley AGENDA DATE: March 3, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for underground electric and fiber optic utility locating services for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 5720- awarded to USIC Locating Services, LLC in the three (3) year not -to- exceed amount of amount of $1,088,775). RFP INFORMATION DME has utilized a third party contractor for underground electric utility locating services since 2009. Prior to 2009, DME performed the locating services in- house. Fiber optic location service was added in 2014. By contracting with a third party provider for the location of electric and fiber optic lines, location requests are routed directly to the contractor from Digg Tess, the one call reporting system for line locates in Texas. This allows DME service personnel to concentrate on their primary responsibilities of maintaining system reliability, trouble shooting, maintaining streetlights, new meter connects, disconnects, and reconnects. Requests for Proposals were sent to 132 prospective suppliers of this service. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals were received. The proposals were evaluated based upon published criteria including price, project schedule, compliance with specifications, and indicators of probable performance. A Best and Final Offer (BAFO) was conducted which resulted in no savings. USIC Locating Services, LLC, the City's current provider of this service, was ranked the highest and determined to be the best value for the City (Exhibit 1- Evaluation/BAFO Sheet). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Due to the cancelation of the February 23 Public Utilities Board (PUB) meeting because of inclement weather, this item could not be considered by the PUB prior to the March 3 Council meeting. Staff will present this retroactively at the March 9, 2015 PUB meeting. RECOMMENDATION Approve a contract with USIC Locating Services, LLC, in the three (3) year not -to- exceed amount of $1,088,775. City of Denton Page 1 of 2 Printed on 2/27/2015 File M ID 15 -171, Version: 1 PRINCIPAL PLACE OF BUSINESS USIC Locating Services, LLC Indianapolis, IN ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION Funds for this service are included in DME's Fiscal Year 2014 -15 operating fund accounts Electric Operations - 600200.7899.5840 and Electric Communications - 600800.7899.5840. EXHIBITS Exhibit l: Evaluation/Best and Final Offer Exhibit 2: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Brent Heath at 349 -7180. City of Denton Page 2 of 2 Printed on 2/27/2015 r-I h m X W C .�p m m W O W a m 0 N n LM a W oc N u N C O Ira m u O J O L QA i Q a D v v E m J J vi OJ 4) OJ N as c Y Q u J V N D 0 .c a ii O CL m c 20 C 01 c a R W O O 0 a U1 G1 V Z O h Q J Q W 0000) H Cl � u � H y u C al H � O t a '3 C u S u a a` N {/1 C a N N N t�0 ti ° a a � o a, a E m Q J J H O1 Z y oa 0 m c c M m u 'O J = N °O °O °O °O °O °p O O U a v Ol K w O to m W ,-? L' a L' a O o O O vi u 1 u'o1 O N lo � 0 u c a` ul u1 E 6. O O N N u1 O h h O E m o �o c w v 0 � W cu N C m � N ❑ k N 3 � y y N O O O N O O O O lo C O ti ti a` tb N v O N L t cu th > RY •o w � � -o cL w Z O h Q J Q W 0000) H Cl � u � H y u C al H � O t a '3 C u S u a a` N {/1 C a N N N t�0 ti ° a a � o a, a E m Q J J H O1 Z y oa 0 m c c M m u 'O J = N °O °O °O °O °O °p O O U a v Ol K w O to m W ,-? L' a L' a O o O O vi u 1 u'o1 O N lo � 0 u c a` ul u1 E a E m o �o v 0 cu N C m � N ❑ k N 3 � y y v +"O'- w N O O O o tb N v O N L t cu th > RY •o w � � -o cL w own h [= > oven v CL tm cn tw tb o Q W v a o ° o v � O p T N~ c O O O O O O O = u 2 2 5 d w V � - m � � uj _ o .5 to h W Z O h Q J Q W 0000) H Cl � u � H y u C al H � O t a '3 C u S u a a` N {/1 C a N N N t�0 ti ° a a � o a, a E m Q J J H O1 Z y oa 0 m c c M m u 'O J = N EXHIBIT 2 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR UNDERGROUND ELECTRIC AND FIBER OPTIC UTILITY LOCATING SERVICES FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5720- AWARDED TO USIC LOCATING SERVICES, LLC IN THE THREE (3) YEARNOT -TO- EXCEED AMOUNT OF $1,088,775). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for underground electric and fiber optic utility locating services for Denton Municipal Electric in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5720 USIC Locating Services, LLC $1,088,775 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and ofthe submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with EXHIBIT 2 the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under the RFP 5720 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • 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 File #: ID 15 -172, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 3, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for tank painting and repair work at the Lake Lewisville Water Treatment Plant and McKenna Park; providing for the expenditure of funds therefor; and providing an effective date (RFP 5671- awarded to NG Painting, LP in the three (3) year not -to- exceed amount of amount of $2,269,000). RFP INFORMATION The City of Denton Water Production staff has identified four (4) drinking water storage tanks that are in need of rehabilitation and painting in order to maintain compliance with the Texas Commission on Environmental Quality (TCEQ) standards. RFP 5671 was issued to address this need in a timely manner. Request for Proposals were sent to 43 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Seven (7) responsive proposals were received. The proposals were evaluated based upon published criteria including price, project schedule, compliance with specifications, and indicators of probable performance. A selection committee ranked NG Painting, LP the highest, based on the criteria (Exhibit 1). During the evaluation process, staff determined that there was no cost benefit to considering the alternative items listed as options, so none of the alternatives were selected. A Best and Final Offer was solicited from NG Painting, LP, which resulted in scope of work changes (Exhibit 2 -Final Pricing). A complete description of the changes is included in the attached Public Utilities Board Agenda Information Sheet (Exhibit 3). To summarize, staff decided that it was not cost effective to rehabilitate the oldest and smallest of the tanks ( Clearwell Tank 41), so the same scope of work will be performed on the McKenna Park Water tank instead. The original base proposal that included the cost of painting Clearwell Tank 41 but excluding the McKenna Park Tank, was in the amount of $1,958,500. After staff met with NG Painting, LP, the scope for Clearwell 41 was removed and the scope for the McKenna Park tank was added in the amount of $571,000, resulting in a final proposal amount of $2,269,000. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) Due to the cancelation of the February 23 Public Utilities Board (PUB) meeting because of inclement weather, this item could not be considered by the PUB prior to the March 3 Council meeting. Staff will present this retroactively at the March 9, 2015 PUB meeting. City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -172, Version: 1 RECOMMENDATION Award a contract for the blasting, rehabilitation and painting of four (4) drinking water tanks to NG Painting, LP in the not -to- exceed amount of $2,269,000. PRINCIPAL PLACE OF BUSINESS NG Painting, LP Kerrville, TX ESTIMATED SCHEDULE OF PROJECT This project is expected to begin in May 2015 and be completed by October 2015. The contractor has estimated 40 working days per tank for completion. FISCAL INFORMATION The Water Production Division started annually contributing a portion of operating revenues for tank painting in the 1990s. Annually, funds are transferred from the division's operating budget into the cash funded Water Capital Project Fund for the future water tank painting needs of the division. The funds for this capital expenditure are budgeted in the Water Capital Project account number 630088517.1360.40100. Requisition 4123176 has been entered in the Purchasing software system. F,XHIRITS Exhibit l: Evaluation Sheet/Ranking Sheet Exhibit 2: Final Pricing Proposal Exhibit 3: Public Utilities Board Agenda Information Sheet without Exhibits Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Randy Markham at 349 -7526. 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E ea E g i9 L G E 0 t5 E E 79 2 'E -6 z- > 3 Z 12 E o w E E L E E 10 I- I- IR Ilm 111.111 111111 Illul 88 8 8. lo. 8 8 8 8 8 8 !88 9 9 g 6 8 8888 9 9 IIIIIIIIIIIIIIIIIII 5 5 Ilm 111.111 111111 Illul !.< 8 8 8 8 8 8 8 8 IIIIIIIIIIIIIIIIIII 9 9 g 6 8 8888 9 9 IIIIIIIIIIIIIIIIIII 5 5 Ilm 111.111 111111 Illul IIIIIIIIIIIIIIIIIII 9 9 8888!! Ilm 111.111 111111 Illul 9 9 8888!! IIIIIIIIIIIIIIIIIII 5 5 Ilm 111.111 111111 Illul 9 9 8888!! 5 5 Ilm 111.111 111111 Illul EXHIBIT 2 RFP 5671 - Tabulation Sheet for LLWTP CLEARWELL PAINTING Original Pricing BAFO Final Pricing Respondents Business Name: N.G. Painting, LP N.G. Painting, LP Principal Place of Business (City and State) Kerrville, TX Kerrville, TX ne Est # Unit UOM Product Description- Changes to Scope of War( shown in red Unit Price Extended Price Days Unit Price Extended Price Repainting the 2.0 -MG Ground Storage Tank #2 1 1 1 LS For Abrasive Blasting and Cleaning the Complete Exterior of the 2.0 -MG Ground Storage Tank and Fully Containing all Blast Material and Existing Paint Removal complete in place. $ 120,000.00 $ 120,000.00 $ 120,000.00 $ 120,000.00 2 1 LS For Painting the Complete Exterior of the 2.0 -MG Ground Storage Tank (Color to be Selected by Owner) complete in place $ 45,000.00 $ 45,000.00 $ 45,000.00 $ 45,000.00 3 1 LS For Abrasive Blasting and Cleaning of the Tank Interior and Interior Appurtenances of the 2.0 -MG Ground Storage Tank and Fully Containing all Blast Material and Existing Paint Removal complete in place. $ 210,000.00 $ 210,000.00 $ 210,000.00 $ 210,000.00 4 1 1 LS For Painting the Tank Interior and Interior Appurtenances of the 2.0 -MG Ground Storage Tank complete in place. $ 75,000.00 $ 75,000.00 1 $ 75,000.00 $ 75,000.00 5 1 LS For Proper Disposal of Interior and Exterior Paint Removed, together with the Abrasive Blasting Media used during Blasting Operation complete in place $ 4,000.00 $ 4,000.00 $ 4,000.00 $ 4,000.00 6 1 LS For Removing and replacing the Interior "Wet" Ladder with Carbon Steel Ladder complete in place $ 5,000.00 $ 5,000.00 $ 4,000.00 $ 4,000.00 7 1 LS Install four (4) Roof Vents, Remove and Replace the Existing Central Vent complete in place $ 20,000.00 1 $ 20,000.00 $ 20,000.00 $ 20,000.00 8 1 LS Install two (2) man -ways with a minimum opening diameter of 36- inches complete in place $ 10,000.00 $ 10,000.00 $ 12,000.00 $ 12,000.00 9 1 LS Remove and Replace Roof Access Hatch and Cover to a minimum 36 -inch Square Opening complete in place $ 3,000.00 $ 3,000.00 $ 4,000.00 $ 4,000.00 10 1 LS Remove External Level Indicator complete in place $ 5,000.00 $ 5,000.00 $ 1,000.00 $ 1,000.00 11 1 LS e8ffiplete IA - Lifting of the roof plates and blasting and painting under all rafters (as suggested by NG painting) $ 5,000.00 $ 5,000.00 $ 23,000.00 $ 23,000.00 12 1 LS Clean, Caulk and Seal all Interior Roof Plate Lap Joints complete in place $ 4,000.00 $ 4,000.00 $ 4,000.00 $ 4,000.00 13 40 Hr5 Perform Remedial Welding and Repairs, when requested by the Owner complete in place $ 150.00 $ 6,000.00 $ 150.00 $ 6,000.00 14 1 LS Design and Install Cathodic Protection complete in place $ 21,000.00 $ 21,000.00 $ 21,000.00 $ 21,000.00 15 1 LS Redesign Interior Center Roof Rafter Support System N/A N/A $ 12,000.00 $ 12,000.00 16 1 LS Install Exterior Ladder with Roof Top Handrail System N/A I N/A $ 7,000.00 $ 7,000.00 17 1 LS PERFORMANCE AND PAYMENT BONDS FOR TANK #2 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 AMOUNT OF BASE PRICE TANK #2 $ 538,000.00 40 $ 573,000.00 Estimated Days To Complete 40 40 Repainting the 2.0 -MG Ground Storage Tank #3 18 1 1 LS For Abrasive Blasting and Cleaning the Complete Exterior of the 2.0 -MG Ground Storage Tank and Fully Containing all Blast Material and Existing Paint Removal complete in place. $ 120,000.00 $ 120,000.00 $ 120,000.00 $ 120,000.00 19 1 LS For Painting the Complete Exterior of the 2.0 -MG Ground Storage Tank (Color to be Selected by Owner) complete in place $ 45,000.00 $ 45,000.00 $ 45,000.00 $ 45,000.00 20 1 LS For Abrasive Blasting and Cleaning of the Tank Interior and Interior Appurtenances of the 2.0 -MG Ground Storage Tank and Fully Containing all Blast Material and Existing Paint Removal complete in place. $ 210,000.00 $ 210,000.00 $ 210,000.00 $ 210,000.00 21 1 LS For Painting the Tank Interior and Interior Appurtenances of the 2.0 -MG Ground Storage Tank complete in place. $ 75,000.00 $ 75,000.00 $ 75,000.00 $ 75,000.00 22 1 LS For Proper Disposal of Interior and Exterior Paint Removed, together with the Abrasive Blasting Media used during Blasting Operation complete in place $ 4,000.00 $ 4,000.00 $ 4,000.00 $ 4,000.00 23 1 LS For Removing and replacing the Interior "Wet" Ladder with Carbon Steel Ladder complete in place 1 $ 5,000.00 $ 5,000.00 $ 4,000.00 $ 4,000.00 24 1 LS Install four (4) Roof Vents, Remove and Replace the Existing Central Vent complete in place $ 20,000.00 $ 20,000.00 $ 20,000.00 $ 20,000.00 25 1 LS Install two (2) man -ways with a minimum opening diameter of 36- inches complete in place $ 10,000.00 $ 10,000.00 $ 12,000.00 $ 12,000.00 26 1 LS Remove and Replace Roof Access Hatch and Cover to a minimum 36 -Inch Square Opening complete in place $ 3,000.00 $ 3,000.00 $ 4,000.00 $ 4,000.00 27 1 LS Remove &-Replace External Level Indicator complete in place $ 5,000.00 $ 5,000.00 $ 1,000.00 $ 1,000.00 28 1 LS e8ffiplete IA - Lifting of the roof plates and blasting and painting under all rafters (as suggested by NG painting) $ 5,000.00 $ 5,000.00 $ 23,000.00 $ 23,000.00 29 1 LS Clean, Caulk and Seal all Interior Roof Plate Lap Joints complete in place $ 4,000.00 $ 4,000.00 $ 4,000.00 $ 4,000.00 30 40 Hr5 Perform Remedial Welding and Repairs, when requested by the Owner complete in place $ 150.00 $ 6,000.00 $ 150.00 $ 6,000.00 31 1 LS Design and Install Cathodic Protection complete in place $ 21,000.00 $ 21,000.00 $ 21,000.00 $ 21,000.00 32 1 LS Redesign Interior Center Roof Rafter Support System N/A N/A $ 12,000.00 $ 12,000.00 33 1 LS Install Exterior Ladder with Roof Top Handrail System N/A N/A $ 7,000.00 $ 7,000.00 34 1 LS PERFORMANCE AND PAYMENT BONDS FOR TANK #3 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 AMOUNT OF BASE PRICE TANK #3 $ 538,000.00 40 $ 573,000.00 Estimated Days To Complete 40 40 Repainting the 2.0 -MG Ground Storage Tank #4 35 1 1 LS For Abrasive Blasting and Cleaning the Complete Exterior of the 2.0 -MG Ground Storage Tank and Fully Containing all Blast Material and Existing Paint Removal complete in place. $ 120,000.00 $ 120,000.00 $ 120,000.00 $ 120,000.00 36 1 LS For Painting the Complete Exterior of the 2.0 -MG Ground Storage Tank (Color to be Selected by Owner) complete in place $ 45,000.00 $ 45,000.00 $ 45,000.00 $ 45,000.00 37 1 LS For Abrasive Blasting and Cleaning of the Tank Interior and Interior Appurtenances of the 2.0 -MG Ground Storage Tank and Fully Containing all Blast Material and Existing Paint Removal complete in place. $ 210,000.00 $ 210,000.00 $ 210,000.00 $ 210,000.00 EXHIBIT 2 RFP 5671 - Tabulation Sheet for LLWTP CLEARWELL PAINTING Respondent's Business Name: Principal Place of Business (City and State) Original Pricing BAFO Final Pricing N.G. Painting, LP Kerrville, TX N.G. Painting, LP Kerrville, TX item # Unit UOM Product Description- Changes to Scope of War( shown in red Unit Price Extended Price Est Days Unit Price Extended Price 38 1 LS For Painting the Tank Interior and Interior Appurtenances of the 2.0 -MG Ground Storage Tank complete in place. $ 75,000.00 $ 75,000.00 $ 538,000.00 $ 75,000.00 $ 75,000.00 39 1 LS For Proper Disposal of Interior and Exterior Paint Removed, together with the Abrasive Blasting Media used during Blasting Operation complete in place $ 4,000.00 $ 4,000.00 $ 538,000.00 $ 4,000.00 $ 4,000.00 40 1 LS For Removing and replacing the Interior "Wet" Ladder with Carbon Steel Ladder complete in place $ 5,000.00 $ 5,000.00 $ 4,000.00 $ 4,000.00 41 1 LS Install four (4) Roof Vents, Remove and Replace the Existing Central Vent complete in place $ 20,000.00 $ 20,000.00 $ 1,614,000.00 $ 20,000.00 $ 20,000.00 42 1 LS Install twe42}one (1) man -way with a minimum opening diameter of 36- inches complete in place $ 10,000.00 $ 10,000.00 $ 6,000.00 $ 6,000.00 43 1 LS Remove and Replace Roof Access Hatch and Cover to a minimum 36 -inch Square Opening complete in place $ 3,000.00 $ 3,000.00 $ 4,000.00 $ 4,000.00 44 1 LS Remove &-Replace External Level Indicator complete in place $ 5,000.00 $ 5,000.00 $ 1,000.00 $ 1,000.00 45 1 LS °- °, "�-�° "�.. �, __., °-�� °--D ��� °�-'- °-- °" _le,.,.mlpl, e �_ Lifting of the roof plates and blasting and, ainting under all rafters (as suggested by NG painting) '^ _ $ 5,000.00 $ 5,000.00 $ 23,000.00 $ 23,000.00 46 1 LS Clean, Caulk and Seal all Interior Roof Plate Lap Joints complete in place $ 4,000.00 $ 4,000.00 $ 4,000.00 $ 4,000.00 47 40 Hr5 Perform Remedial Welding and Repairs, when requested by the Owner complete in place $ 150.00 $ 6,000.00 $ 150.00 $ 6,000.00 48 1 LS Design and Install Cathodic Protection complete in place $ 21,000.00 $ 21,000.00 $ 21,000.00 $ 21,000.00 49 1 LS Install Hatch Removal Arm to Existing Sidewall Hatch to Match New Hatches Installed in this Contract N/A N/A $ 1,000.00 $ 1,000.00 50 1 LS Install Exterior Roof Top Handrail System N/A N/A $ 3,000.00 $ 3,000.00 51 1 LS PERFORMANCE AND PAYMENT BONDS FOR TANK #4 $ 5,000.00 $ 5,000.00 $ 5,000.00 $ 5,000.00 AMOUNT OF BASE PRICE TANK #4 $ 538,000.00 40 $ 552,000.00 Estimated Days To Complete 40 40 Repainting the 2.0 -MG McKenna Park Storage Tank 52 1 1 LS For Abrasive Blasting and Cleaning the Complete Exterior of the 2.0 -MG Ground Storage Tank and Fully Containing all Blast Material and Existing Paint Removal complete in place. $ 120,000.00 $ 120,000.00 53 1 LS For Painting the Complete Exterior of the 2.0 -MG Ground Storage Tank (Color to be Selected by Owner) complete in place $ 45,000.00 $ 45,000.00 54 1 LS For Abrasive Blasting and Cleaning of the Tank Interior and Interior Appurtenances of the 2.0 -MG Ground Storage Tank and Fully Containing all Blast Material and Existing Paint Removal complete in place. $ 210,000.00 $ 210,000.00 55 1 LS For Painting the Tank Interior and Interior Appurtenances of the 2.0 -MG Ground Storage Tank complete in place. $ 75,000.00 $ 75,000.00 56 1 LS For Proper Disposal of Interior and Exterior Paint Removed, together with the Abrasive Blasting Media used during Blasting Operation complete in place $ 4,000.00 $ 4,000.00 57 1 LS For Removing and replacing the Interior "Wet" ladder with Carbon Steel ladder complete in place $ 4,000.00 $ 4,000.00 58 1 LS Install four (4) Roof Vents, Remove and Replace the Existing Central Vent complete in place $ 20,000.00 $ 20,000.00 59 1 LS Install One (1) man -way with a minimum opening diameter of 36- inches complete in place $ 6,000.00 $ 6,000.00 60 1 LS Remove and Replace Roof Access Hatch and Cover to a minimum 36 -inch Square Opening complete in place $ 4,000.00 $ 4,000.00 61 1 LS Remove External Level Indicator $ 1,000.00 $ 1,000.00 62 1 LS Lifting of the roof plates and blasting and painting under all rafters (as suggested by ING painting) $ 23,000.00 $ 23,000.00 63 1 1 LS Clean, Caulk and Seal all Interior Roof Plate Lap Joints complete in place $ 4,000.00 $ 4,000.00 64 40 Hr5 Perform Remedial Welding and Repairs, when requested by the Owner complete in place $ 150.00 $ 6,000.00 65 1 LS Design and Install Cathodic Protection complete in place $ 21,000.00 $ 21,000.00 66 1 LS Replace Exterior Ladder with code approved ladder system $ 12,000.00 $ 12,000.00 67 1 LS Install Roof Top Handrail System (From exterior Ladder /Access Hatch to Center Vent) $ 11,000.00 $ 11,000.00 68 1 LS PERFORMANCE AND PAYMENT BONDS FOR MCKENNA PARK TANK $ 5,000.00 $ 5,000.00 AMOUNT OF BASE PRICE MCKENNA PARK TANK 40 $ 571,000.00 Estimated Days To Complete 40 40 SUMMARY -TOTAL TOTAL FOR TANK # 2 $ 538,000.00 $ 573,000.00 TOTAL FOR TANK #3 $ 538,000.00 $ 573,000.00 TOTAL FOR TANK #4 $ 538,000.00 $ 552,000.00 TOTAL FOR MCKENNA $ 571,000.00 TOTAL BASE PRICING FOR TANKS $ 1,614,000.00 $ 2,269,000.00 EXHIBIT 3 PUBLIC UTILITIES BOARD AGENDA ITEM #5 AGENDA INFORMATION SHEET AGENDA DATE: February 23, 2015 DEPARTMENT: Water Production UTILITIES ACM: Howard Martin, Utilities, 349 -8232 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the blasting, rehabilitation, and painting of four (4) drinking water storage tanks located at the City of Denton Lake Lewisville Water Treatment Plant and McKenna Park; and providing an effective date (RFP 5671- awarded to NG Painting, LP. in the not -to- exceed amount of $2,269,000.00). BACKGROUND The Lake Lewisville water treatment plant has four (4) potable water storage tanks known as clearwells that store the treated water before pumping to the distribution system. These tanks are made of steel and are painted on the inside and outside. The paint systems on these tanks have exceeded the end of their usable life and new paint systems and primers need to be installed. The interiors of these tanks were last painting in the mid to late 1980s. The exterior of these tanks were water blasted and over - coated on a regular basis. The four clearwells were built as the water treatment plant expanded over the years. Their ages range from 58 years old to 29 years old. Clearwell 41 has a capacity of one (1) million gallons (MG). It was built with the original plant in 1957 and it is in very poor condition. Clearwells # 2, 3 and 4 have a capacity of two (2) MG each. Clearwells 42 and 3 are in poor condition and clearwell 44, the youngest at 29 years old, is in fair condition. Clearwells 41, 2 and 3 all have primer on the exterior paint system that contains lead which requires special processes for removal and disposal that affects the overall cost of this project. In addition to painting, repairs to structural members will be required, appurtenances that do not meet code will be replaced and additional venting will be added. The Texas Commission on Environmental Quality (TCEQ) performed a sanitary survey of Denton's Water facilities in 2014. The report of the survey indicated the condition of these tanks as a significant deficiency and recommends eliminating the deficiency before the next inspection in 2017 to avoid a violation. RFP INFORMATION Request for proposals (RFP 5671) for tank painting and repair work was issued on October 16, 2014. Seven (7) tank painting contractors with prior experience submitted their proposals by the submission deadline of November 18'. The Staff Screening and Selection Committee met December 9t' to evaluate the proposals. The Committee selected N.G. Painting LP of Kerrville, Texas as the highest ranking proposal based on the evaluation selection criteria. Staff determined that the cost benefit of the alternative bid items did not benefit the city, so the alternatives were not selected. AIS - PUB Agenda Item 45 EXHIBIT 3 February 23, 2015 Page 2 of 3 On December 15th, a staff member of Materials Management and Water Production staff met with a representative of N.G. Painting to discuss the project scope and pricing in detail. In an effort to optimize the return on investment, meet all standards and codes and extend the economic life of the tanks and their painting system, staff and the contractor discussed scope changes based on the experience of the contractor. From this meeting some scope items were deleted, some modified and some items were added. Staff decided to add scope to modify the center support structure in two (2) of the tanks, clearwells 42 and 3. This improvement will reduce corrosion problems at the central vent and allow for improved painting access. Another improvement includes blasting and painting between the roof support rafters and the roof plates, an area that is typically corroded but not blasted or painted because the roof plates rest on the rafters. The contractor will jack up the roof plates to allow access to these corroded areas. Staff also asked the representative from N.G. Painting to inspect the McKenna Park tank and supply a price to perform the same scope of work as for the clearwells at the Lake Lewisville water treatment plant. The exterior of this tank was water blasted and over - coated with paint in 2009 as a short -term fix, expected to last no more than 5 years, to correct a violation received from the TCEQ's 2009 inspection. This tank is scheduled for painting as well but was not included in the original scope but is being added now due to favorable pricing on the clearwells. Water Production staff studied the costs versus the benefits to rehabilitate the oldest and smallest clearwell, 41. Based on this study we have decided not to proceed with its rehabilitation but rather remove the tank and in the future determine whether or not a new tank will be added. The primary reasons for this decision are the age of the tank, the current condition of the tank being very poor, the volume of water this tank holds does not essentially benefit the plant process and the cost for the rehabilitation is approximately 62 percent of a new tank. In addition to those reasons, a recent operational adversity would require an unknown amount of extensive structural repairs further adding to the rehabilitation cost. FISCAL INFORMATION The original base proposal included the cost of painting clearwell 41 but excluding McKenna Park tank was in the amount of $1,958,500.00. After meeting with the painting contractor, removing the scope for clearwell 41, adding the scope for the McKenna Park tank and making other adjustments to the scope, the final proposal is in the amount of $2,269,000.00. The Water Production Division started a tank painting fund in the 1990s. Annually, revenue funds are transferred from the division's operating budget into this fund for the future water tank painting needs of the division. In 2009, the Riney Road tank was the first tank painted from this fund. That project, due to it being an elevated water tower with unique architecture and also having lead in the exterior primer, cost $949,467.00 even though the tank's capacity is the same as each of the tanks to be painted under this proposal. The current tank painting fund is $2,178,996.00. Additional funds from the division's Operating Budget will be used to cover the additional cost for this contract. ESTIMATED SCHEDULE OF PROJECT The contractor has estimated 40 days per tank for completion. This project is expected to begin in May 2015 and be completed in October 2015. AIS - PUB Agenda Item 45 EXHIBIT 3 February 23, 2015 Page 3 of 3 RECOMMENDATION Staff recommends award of the contract for the blasting, rehabilitation, and painting of four (4) drinking water storage tanks located at the City of Denton Lake Lewisville Water Treatment Plant and McKenna Park to N.G. Painting LP from Kerrville, Texas for $ 2,269,000.00. EXHIBITS 1. Pictures of Tanks (Current Condition). 2. Original Scope of Work and Technical Specifications. 3. Bid Tabulation Sheet and Rankings. 4. Screening and Selection Committee Evaluation Report. 5. Negotiated Scope of Work and Pricing Sheet. 6. Agreement for Professional Services with N.G. Painting, LP. Respectfully submitted, Jim Coulter Director of Water Utilities Prepared by Mamun Yusuf, P.E., Water Production Senior Engineer EXHIBIT 4 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A PUBLIC WORKS CONTRACT FOR TANK PAINTING AND REPAIR WORK AT THE LAKE LEWISVILLE WATER TREATMENT PLANT AND MCKENNA PARK; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5671- AWARDED TO NG PAINTING, LP IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF AMOUNT OF $2,269,000.) WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the tank painting and repair work at the Lake Lewisville Water Treatment Plant and Mckenna Park in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5671 NG Painting, LP $2,269,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and ofthe submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with EXHIBIT 4 the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under the RFP 5671 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • 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 File #: ID 15 -173, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing, and approving the purchase of a Leica Geosystems robotic total station for the City of Denton Police Department which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5732- awarded to Geomatic Resources in the not -to- exceed amount of $67,865.25). FILE INFORMATION Total station mapping equipment is used by the Police department to map and document serious bodily injury and fatality motor vehicle crash scenes. It can (and has) been used for other types of crime scenes such as homicides, officer involved shootings, and large outdoor scenes with long distances involved that require a high degree of accuracy in distance measurement and relationships of pieces of evidence to each other. The department currently has an older style total station that requires at a minimum, three officers to operate but usually requires four. When officers are working a fatality accident, the roadway is usually closed due to the needs of preserving evidence, processing the scene, as well as motorist and officer safety. It is not uncommon for the roadway to be closed for 2 -4 hours, dependent on the complexity of the investigation. A large portion of the time associated with this closure is the mapping process which is accomplished utilizing a total station. The Leica Nova M550 robotic total station is designed to be operated by one officer. It utilizes GPS functions that allow for one officer to move through a scene and mark the pieces of evidence necessary for the investigation. Since only one officer is needed to perform this function, it will free up the other two to three officers that are necessary with the current system so that they can perform other duties on the investigative scene. This allows the crash scene to be mapped quicker, which then hastens the time in which the roadway can be reopened and officers can be returned to other duties. An additional benefit of the Leica robotic total station is that it is more accurate than the current system. The current system, while accurate, relies on human input to aim the laser and hold the prisms to mark locations. Reducing the human factor to one officer allows for even more accurate measurements (Exhibit 1 -Staff Memo). Therefore, staff recommends the purchase of the Leica Nova M550 MultiStation in the amount of $67,865.25 (Exhibit 2- Proposal) as the best value for the City of Denton. The proposal provided by Geomatic Resources includes not only the cost for the instrumentation but also a Customer Care package that includes a three (3) year warranty, upgrades and vendor support for three (3) years, and loaner instruments if needed. The Police City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -173, Version: 1 Department intends to keep its current total station mapping equipment to use as a backup system should the need arise. Geomatic Resources is the only approved distributor for the Leica Geosystems Public Safety Group robotic total station (Exhibit 3 -Sole Source Memo). Therefore, there are no local vendors that can provide this product. Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, do not have to be competitively bid. RECOMMENDATION Award to Geomatic Resources in the amount of $67,865.25. PRINCIPAL PLACE OF BUSINESS Geomatic Resources Irving, TX ESTIMATED SCHEDULE OF PROJECT The equipment is estimated to be delivered within 14 days of issuance of a purchase order. FISCAL INFORMATION This item will be funded from Traffic Safety Fund operating account number 920002250.1355.10100. Requisition 4122517 has been entered in the Purchasing software system. FYUIRITC Exhibit l: Staff Memo Exhibit 2: Proposal Exhibit 3: Sole Source Memo Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: David Hildebrand at 349 -7987. City of Denton Page 2 of 2 Printed on 2/27/2015 December 4,J014 Elton Brock Materials Management and Purchasing Manger 9O18 Texas St Denton, TX7G2O9 Re: Justification letter for purchase ofLeica robotic total station Per our earlier email conversation about purchasing Traffic safety items out of the Red Light Camera fund, this letter should serve as a justification for the purchase of one /1\Leica brand robotic total station. Total Station mapping equipment is used to map and document serious bodily injury and fatality motor vehicle crash scenes by the police department, We can (and have) use it for other types of crime / incident scenes such as officer involved shootings, large outdoor scenes with long distances involved, or otherhiQh'prufi|e scenes that require a high degree of accuracy in distances and relation of pieces of evidence to one another. This equipment is the same that highway engineers use to map out highway construction projects. Tnaditiona|sty|eTota|StadPnsuti|izea|asermountedonatripodandthenany number ofreflector prisms mounted on poles that people move from point to point so the laser can measure the distance and any changes in elevation. The instruments are very accurate. The police department currently has an older traditional style that we use for the aforementioned types of incidents. It requires at least 3 officers to run efficiently, one aiming the laser, one running the data collector (a remote device that labels the individual data points and fires the |oser), and at least one officer with a prism pole moving about the incident scene from point of evidence to point ofevidence. We have 3 prism poles for our current system and will routinely utilize 2 poles, the data collector, and the laser when mapping a scene for a total of4officers. During the mapping ofa fatality crash scene, more often than not the roadway iacompletely closed. While an inconvenience to the motoring public, it is safer for us to control the entire scene so that officers can move freely through the scene, plus vehicles passing through the scene inevitably drive over evidence and we have to prevent that. An "average" fatality crash scene (investigation, painting locations of evidence, photography, and mapping) will result in the road being closed 2-4 hours. Alarge percentage of that is the actual mapping process. The bigger the scene, # of vehicle involved, # of pieces of evidence all can cause the length of time to extend. Another cost consideration to these investigations is the overall manpower dedicated to them by the police department. The Traffic Enforcement Section officers will conduct the actual investigation, but we have to rely on patrol officers handle the traffic control duties, sothere are normally many more officers involved in one ofthese investigations than just the 4| mentioned above. The Leica robotic total station is designed tobe operated byone officer. |t utilizes GPSfunctions to allow the laser to "track" the prism pole automatically. The data collector is mounted on the prism pole so one officer could set up the system and then map the entire incident scene. This would free up a "Dedicated to Ouality Same" w.w v.y"cmomoAImm Department of FV ice 601 E.85akmry St.,Sudte E" * Denton, TX76305* (94@)349-8181 * FAX (940) 349-7966 minimum of 2-3 officers versus the method we currently use. Those officers could perform other duties related tothe investigation such as the photography, interviewing witnesses mrpersons involved, etc. We believe this system would a|/ovv us to process the scene faster even with only one prism pole over our current process. Currently the officers moving the prism poles have to communicate to the officer with the data collector what exactly it is they are marking and then that is entered into the data collector. With the Leica system, since only one officer is involved, he or she would type the data into the data collector and fire the laser and then move to the next piece without having to radio to other officers and discuss what piece is next or what order to map the scene in. An additional time saving factor is that the laser automatically tracks the prism pole so the human error in aiming the laser is taken out. We recently mapped a scene on US 377 where vvewere shooting over lDOO feet due to the length of the scene. | was operating the laser on that scene and while w/e were successful, itwas challenging doing that at night. if we shorten the amount of time we are out on scene and have the roadway closed, we will free up other patrol officers faster as well, thereby allowing them to get back to their duties faster. The vendor that we have been discussing this with has provided me with a sole source letter which will be forwarded with the requisition and quote, The features available onthis brand of total station are only available from Leica. |f you have any questions, please feel free to contact me. Sincerely, Sgt Daryn Briggs #34 Traffic Enforcement Section 7Dedicaled to0uahty Service" EXHIBIT U 2914 Story Road VV bvinAlX75030 5l2-5X5-0O72 City of Denton Police Department 6O1E Hickory StE Denton, TX7GO2G To Whom it May Concern, October 20, 2014 The City of Denton Police Department is in the process of acquiring a MultiStation for Fatal Traffic Incident Documentation. The unit requested should allow the department k) map a scene using robotic mapping capability, document the scene with high quality imagining, use long range ref|ector|ess capability, and high detail ]D scan data. The Leica Nova MS50 that we are proposing is the only single instrument available that combines the following features: • 30x magnification for high-resolution images and precision target acquisition • 3D Scanning 1O0Dpts/secuptoIOOD/t • Reflectorless range beyond 65OO/t • Target acquisition with 20Hz live video stream The Leica Nova MSSO provides proven total station functionality with superior sensor integration for superior precision, performance, and full automation of measurement procedures. The speed of the instrument combined with the efficiency of robotic data collection means less time mapping a scene and shorter time for roadway closure. It also greatly increases the safety of the officers by cutting down on time in the road and the ability to work in a single man team allowing for a savings to the city in man hours. The Leica Nova MS50 integrates 3D point cloud measurements into a regular mapping workflow. This lets you collect and visualize the mapped scene data together with detailed high-precision scans. Save time by checking your data for integrity and relevance and avoid costly reworking or returns to the field. Use the scan functions to not only collect high detail, but also to avoid contaminating a scene or dangerous areas. The Leica Nova MS50 features an overview camera and a telescope camera with 30x magnification and autofocus. The imaging capabilities of the Leica Nova MS50 open up new opportunities for operating the K8uh\Stationinan almost infinite range ofapplications. Never question the integrity ofrefectmr|eas shots again by using the imagining capability to store the crosshair location of the measurement directly on the image. There isrm comparable instrument on the market from this or any other source that can meet thedemmndsneeded1ofu\k/documentanincident.GemmaticResourcesistheonk/LakmReaeUerof3D Scanners and Robotic Instruments in the state wf Texas for Public Safety. VVe provide customer support, training, and instrument services and calibrations. The package proposed includes a Customer Care Package that includes 3 year warranty, upgrades & support for 3 years, and loaner instruments as needed for ]years. EXHIBIT 2 Ff tae Qmlatic Re SOU rce5 Public Safety /Forensics Proposal Prepared for: 9 City of Denton Police Department 601 E Hickory St E Denton, TX 76025 LAST REVISED: February 16, 2015 2914 W Story Road • Irving • TX • 75038 of Phone: 512.585.0072 • Fax: 413.228.0557 • www.geotx.com Gel)maIic EXHIBIT 2 Tableof Contents ................................................................ ............................... 2 U.S. Public Safety References (partial list) ....................... ............................... 3 3DImage/Laser Scanning ............................................................................ ............................... 3 Traditional Robotic Total Stations & Imaging Stations .............................. ............................... 3 Leica Nova MS50 MultiStation specifications ................... ............................... 4 Forensics Controller — LE10 Specifications (CS10) ......... ............................... 5 Pricing: MS50 MultiStation ................................................. ............................... 6 This will serve as an official quotation and will be valid for 60 days from the date posted on the front of this proposal. Should you need to make any changes, this quotation will no longer be valid and a new quotation will be issued. Please refer to the Legal section of our website www.geotx.com for information on our policies such as shipping and handling as well as returns. Many factors out of our control affect pricing and product availability therefore prices and products are subject to change. 2914 W Story Road • Irving • TX • 75038 Phone: 512.585.0072 • Fax: 413.228.0557 • www.geotx.com Gel)maIic EXHIBIT 2 S.-Public Safety.1lReferences (partial lisp) 3D Image/Laser Scanning Chattanooga Police Department Albuquerque Police Department Metropolitan Police Dept. (Wash. DC) Johnson County (KS) Sheriff's Dept. Office of the District Attorney County of Santa Clara Portland Police Bureau State of Wyoming Division of Criminal Investigation Georgia Bureau of Investigation Pinellas County Sheriffs Office Killeen Police Department Massachusetts State Police Los Angeles County Sheriffs Office Cincinnati Police Department Lawrenceville Police Department Virginia State Police Santa Clara County Sheriff's Office radio nal Robotic Total Stations & Imaging Rati ll New York Police Department Georgia State Patrol Bryan Texas Police Department Las Cruces Police Department Pittsburg Bureau of Police Las Angeles Police Department San Diego County Sheriff's Riverside County Sheriffs Contact information for all agencies using Leica equipment listed above available upon request. 2914 W Story Road • Irving • TX • 75038 Phone: 512.585.0072 • Fax: 413.228.0557 • www.geotx.com Gel)maIic EXHIBIT 2 Leica. ]Nova. IMS50 MultiStation specifications ANC,L E MEASUREMENT Accuracy I Hz and V CHSIANCE MEASUREMENT Range I Accuracy / Measurement time Laser dot size Measurement technology Absolute, continuous, quacil"Uple Prism (GPR1, GPHIP) I Non-Prism / Any si Single (prism l - Single (Any S(Jrfacel -',` at 50 m Wave Foam i Digitising 1" 10.3 inigoi 1.5 into A0000 in 1.5 in to 2000 in I HIM + 1 S PPITI / tYP. 2 nrni + 2 ppin I typ. 1.5 s 8 rnrn x 20 MITI coaxial, visible red laser S(ANNHYG 30 x / 13 rn to infinity VCA, COICILIT, t0UCh, both faces Max. Range' / Rainge noise 1000 Hz mode 300 ni f 1.0 ninn at 50 m (I sigma 250 Hz mode 400 m 0,8 turn at 50 rn 62 Hz miode 500 rn 10.6 mrn at 50 in RS232, US9, Bluetoothr', ATAN I Hz mode 1000 ni / 0.6 n-im at 50 in Visuaiisafion of point, cloud Onboard 3D POirlt dCUd viewer, including true colour point clouds lAAAGING DUSt & Water JIEC 605291 / Rowing ram IP65 / MIL-STD-810G, Method 506.5-1 Overview and telescope camera Sensor 5 Mpixel CMOS sensor Field of view 1 overview / telescope) 19,4' / 1,5' Frame rate Up to 20 frames per second MOTORISAN()N Direct drives based on Piezo technology Rotation speed / Time to Change Face 1 200 gon (180" 1 per s / tvp. 2.9 s AU PDMAHC AiMli AFIR: i Range ATR mode' / Lock mode' Accuracy'' / Measurement time POWERSEARCH Range / Search time, GUIDE LIGHT lEGL� Working Range / ACCU11`aCV CJAERAR AUtOfOCUS telescope DisipiaV and Keyboard Operation Power rnanagernent Data storage interfaces Weight Environmental specifications Circular prism {GFIR1, GPHIP} 360' prism iGRZ4, GRZ122b ATR angip aiccuracy Hz, V 360' prism iGRZ4, GRZ1221 1000 m / 800 ni 800 tin / 600 in 1" 10,3 migon) / typ, 2.5 s 300 nn / tVp, 5 s 5 -150 m / tVp. 5 cni @ 100 rn Magnification / FoCUs Rainge 30 x / 13 rn to infinity VCA, COICILIT, t0UCh, both faces 36 keys, itunnination ",x endless drives, Ix Servofocus drive, 2x AutofoCUs keys, User- definable Sirnartl(eV Fxchangeable 1--thiurn-loin battery with Opiersting Time 7' -4 h internal charging capability internal memory / Memory card I GB/51) card I GBor8GB RS232, US9, Bluetoothr', ATAN MURiStation incl. battery 7.6 kg W00(ing ternPeratffe range -20 °C to +501C DUSt & Water JIEC 605291 / Rowing ram IP65 / MIL-STD-810G, Method 506.5-1 HUrnidity 95%, non-condensing Sta,i deviat ISO 17123 -3 Oveicast, no haze, visibility atmut 40 Icon, nO Murat Shinnnef 1 5 m to 3000 in for 360" pnsins iGRZ4, GRZ1221 4 Ob�,,,ct m shade, sky rAwl-cast, Kodak Gray Card 190W, rvfisct4vel Standard deviabon, I:SO 17123-4 Distanc- , 500 m: ACCU[Tinryr 4 nim + 2 Pi"Mr MraSUIPMNlt -nnw Np, 4 s Obpsft in shade, sky xefcai onrtefnlpted Vaal 'Pty. Static taloot ot,�,ct, Kodi, Gray Card (90% reflocti,el Trist perio-,ctly afigined to the ifistiument TIN, alto tooth" tradumarks are Owned by BlUeLooth StG, Inc. MUStmLions, di and technical, data am not onding All ra;his mseived Printed in Switzeriind -CoV�rjrght L Geosystenis AG, Heeftrugg, Switzerland, 2013 808909en - V1.13- PM ntfirs,t werbung - rafledia. 2914 W Story Road • Irving • TX • 75038 Phone: 512.585.0072 • Fax: 413.228.0557 • www.geotx.com G eC)m a I i c EXHIBIT 2 Forensics Controller - LE10 Specifications (CS10) for Mf rotations ................ TFT, towh wn:4,n, %unlight-madable t W bKkha lima ............................. ............................... SID skA y SDI O4 , CV IV t / If sbl, 778l -------------- — ------------ AS2,t2 modrA, 16 s2,. %2, USB A Host II (wt$ Mini AR OTG, 7 pin Lo XP' Pms,'R ai r,d� sera I4, (69 A doss 7 tA> c oruvrtm, k✓er ]OUCh 50kP11, Efgonomc. cable-free HdndhOd worth WHY fflum4iated kkVboaM, Otual Kevbodrd 71Z. 7 "17' ..................... ................................ ;77W;7&G'�7z . . ... . ........... . . . . . ......... . . . ................................................................................................. ................................... 21 2L1.2nt2.22.L1.i .................................................................. Int",Tated sealed speakeif and rrp�cruphcaw 2� == audic, headwt Support - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - GP:� MW 2,C, Clam, 2 W rplpv'r LAN WV.1 1 I,,(P h*,grated 2 " 4 04z 7t4S5 lotat stAkw m6o Wth FuHy sitegraled 4iternM aritenna Irrtegrotc�j C-M-AIMTS MG module with Uly 6tegorted 6ternif antenm Vwa Controller lum I-ska smaitwom vivo ami stranwom vrva t In addition, a numbell of megklnaj solutrolls are available. For rn om intarmation on the field softwxe 92t's best for ycw Contact your fot'M blr!Ica auth(Aaed dMinbmhon pa¢tner IoWIMA FXpW1Vr WAR', RIQ Explorer, Wool Mobfp Ocrosoft ffiotow,, Medsf-1 NaVor, (am era 'Software, Onfine I reb Nominat 1,2 V DC Range 28V DC 10 fwurs (depending (in use of eynhedded dpvrcesV OM N)O 1W nn 45 rrim 17 87 firy 4,W In 177 jnp 245 a run 1 125 rnrn 45 run J9.65 In A,92 fn 1,77 h,p ii csllj 0,56 Mg f L23 lbs' � C51 5:: 031 five, 11,57 fbsi Operation: -'3X7 to 60" C 22 to 140' Stomge: -40 to 80" 40 to 1761 vo"o d"e-r 7-1 13 -8, -1, -0777 e`tl717;777�.... 0 0 0 0 Numedc QWCRTY 0 0 0 0 . ... . . . .. . . . . ..... 0 1 * • .............. . 0 2914 W Story Road • Irving • TX • 75038 of Phone: 512.585.0072 • Fax: 413.228.0557 • www.geotx.com G eC)m a I i c EXHIBIT 2 ID Descri tion CITY Price Total Hardware 6008279 Nova MS50 - MultiStation Instrument Kit: 1 $ 52,335.00 $ (5,233.50) $ 47,101.50 805088 NOVA Ms50 1" (0.3mgon), Multi Station with reflectorless EDM (R2000) and high- speed 1000Hz EDM, automatic target recognition, PowerSearch, 5MP imaging, overview camera, telescope camera, Autofocus, W LAN, Bluetooth, RS232 /USB interface, RadioHandle interface, USB stick/SD card interface, 1 GB internal flash memory, laser plummet, 2 keyboards with full VGA colour touch screen, electronic guide light EGL, SmartWorx Viva software, Quick Guide and upright container. 1 $ - $ - $ - 781305 TS SmartWorx Viva License Key 1 $ - $ - $ - 781346 Viva TS Imaging License 1 $ - $ - $ - 793975 GEB242, Large Li -Ion Battery 14.8V /5.8Ah for MS /TS /TM50 instruments 2 $ - $ - $ - 799187 GKL341 Charger Prof 5000. Charges up to 4 batteries, including power cable. 1 $ - $ - $ - 789139 MSD081 SD memory card 8GB for Leica Nova and Leica Viva TIPS instruments and Controllers 2 $ $ $ 777508 GDF321, Profesional Tribrach without Optical Plummet 1 $ - $ - $ - 799187 GKL341 Charger Prof 5000. Charges up to 4 batteries, including power cable. 1 $ - $ - $ - 788853 RH16, Radio Handle with integrated bluetooth module and radio antenna. Used as radio modem for Leica Nova and Leica Viva TIPS instruments. Establishes communication to CS15 field controller equiped with CTR16 or TCPS29 attached to PC (Freq. Range 2402 - 2480MHz). 1 $ - $ - $ - 6008277 CS15 Field Controller w/LRBT and SmartWorx SW Kit: 1 $ 6,650.00 $ 997.50 $ 5,652.50 6008291 Robotic Accessory Kit with Hard Case & Tripod 1 $ 1,750.00 $ 262.50 $ 1,487.50 6008125 3 yr Nova TS /TM/MS50 +CS Gold CCP 1 $ 8,870.00 $ 1,330.50 $ 7,539.50 766359 GLS31, telescopic carbon total station reflector with stub. Snap locks at 2.00m. Includes circular bubble 1 $ 455.00 $ (68.25) $ 386.75 $ Software 808789 Infinity TPS Scanning Bundles (Node Locked): Includes 808787, 808791 and 808794 1 $ 2,500.00 $ (375.00) $ 2,125.00 6008244 3 yr Infinity TPS Scan. Bundle (nl) CCP 1 $ 1,850.00 $ (277.50) $ 1,572.50 $ $ $ $ $ Note: Software components are recommendations and can be adjusted to fit your specific needs. Any changes made will require a new proposal to be submitted. $ - Trainine Training Basic Training System & Software 2 $ 2,500.00 $ (3,000.00) $ 2,000.00 Shiooine /Delivery S &H Domestic Shipping /delivery 1 $ 200.00 $ (200.00) $ Tax Sub Total Total (EXEMPT $ 67,865.25 $ 67 865.25 2914 W Story Road • Irving • TX • 75038 Phone: 512.585.0072 • Fax: 413.228.0557 • www.geotx.com Gel)maIic EXHIBIT 3 �j Geasystems Cynthia Alonzo City of Denton RE: Geomatic Resources Geomatic Resources is our authorized dealer and trainer for the Leica Geosystems Public Safety Group. Due to the nature of special needs and support for the law enforcement application, Leica requires special training and investment by our dealers to become Public Safety Dealers. The product MS5O is both a robotic total station, imaging station, and scanner. Very few distributors for Leica are allowed to market and support this product, and for the Public Safety Group, only Geomatic Resources is approved. I live in Frisco so please feel free to call me with anything in the future. Thank you, Duke Dutch Duke Dutch Leica Geosystems Public Safety Group Central U.S. Accounts Manager February 10, 2015 909 -573 -3564 duke.dutch @leicaus.com Leica Public Safety Group 4550 Norris Canyon Rd. San Ramon, CA 94583 PHONE 925 - 790 -2300 FAX 925 - 790 -2455 EXHIBIT 3 City of Denton Police Department 601 E Hickory St E Denton, TX 76025 To Whom it May Concern, October 20, 2014 The City of Denton Police Department is in the process of acquiring a MultiStation for Fatal Traffic Incident Documentation. The unit requested should allow the department to map a scene using robotic mapping capability, document the scene with high quality imagining, use long range reflectorless capability, and high detail 3D scan data. The Leica Nova MS50 that we are proposing is the only single instrument available that combines the following features: • 1" Robotic Total Station • 30x magnification for high - resolution images and precision target acquisition • 3D Scanning 1000 pts /sec up to 1000 ft. • Reflectorless range beyond 6500 ft. • Target acquisition with 2014z live video stream The Leica Nova MS50 provides proven total station functionality with superior sensor integration for superior precision, performance, and full automation of measurement procedures. The speed of the instrument combined with the efficiency of robotic data collection means less time mapping a scene and shorter time for roadway closure. It also greatly increases the safety of the officers by cutting down on time in the road and the ability to work in a single man team allowing for a savings to the city in man hours. The Leica Nova MS50 integrates 3D point cloud measurements into a regular mapping workflow. This lets you collect and visualize the mapped scene data together with detailed high - precision scans. Save time by checking your data for integrity and relevance and avoid costly reworking or returns to the field. Use the scan functions to not only collect high detail, but also to avoid contaminating a scene or dangerous areas. The Leica Nova MS50 features an overview camera and a telescope camera with 30x magnification and autofocus. The imaging capabilities of the Leica Nova MS50 open up new opportunities for operating the MultiStation in an almost infinite range of applications. Never question the integrity of reflectorless shots again by using the imagining capability to store the crosshair location of the measurement directly on the image. There is no comparable instrument on the market from this or any other source that can meet the demands needed to fully document an incident. Geomatic Resources is the only Leica Reseller of 3D Scanners and Robotic Instruments in the state of Texas for Public Safety. We provide customer support, training, and instrument services and calibrations. The package proposed includes a Customer Care Package that includes 3 year warranty, upgrades & support for 3 years, and loaner instruments as needed for 3 years. Sincerely, Paul M. Carlson EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE PURCHASE OF A LEICA GEOSYSTEMS ROBOTIC TOTAL STATION FOR THE CITY OF DENTON POLICE DEPARTMENT WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5732- AWARDED TO GEOMATIC RESOURCES IN THE NOT -TO- EXCEED AMOUNT OF $67,865.25). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5732 Geomatic Resources $67,865.25 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 4 SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager is hereby authorized to execute any contracts relating to the items specified in Section I and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5732 to the City Manager of the City of Denton, Texas, or his designee. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 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 File #: ID 15 -175, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 3, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the mowing of City of Denton parks, medians, right -of -ways, rail trails, and other municipal building areas (Class A,B,C, and Rail Trail); and providing an effective date (RFP 5659- awarded to highest ranked proposer for each item in the three (3) year not -to- exceed amount of $1,000,000). RFP INFORMATION The City of Denton requires mowing to maintain safety and provide an aesthetically pleasing environment in and around City parks, public buildings, medians, and right -of -ways. Mowing services also provide the following benefits to the City of Denton: • Keeps the City in compliance with City ordinances relating to Community Improvement Services • Keeps the turf aesthetically pleasing and helps to thwart the growth of weeds • Keeps the areas free of litter and debris Request for Proposals were sent to 10 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Eight (8) responsive proposals were received. The proposals were evaluated based upon published criteria including price, project schedule, compliance with specifications, and indicators of probable performance. VMC Landscape Services, M.E.T. Lawn Care, and Classic Landscapes, INC were ranked as the three (3) highest proposers (Exhibit 1). Both M.E.T. Lawncare and Classic Landscapes, INC are local vendors. A Best and Final Offer was conducted which resulted in VMC Landscape Services offering a 2.5% discount on their pricing but this was contingent on being awarded an the entire Class A or Class B section. M.E.T. Lawncare and Classic Landscapes, INC did not have any price changes. Although pricing is an important factor in awarding the line items in this bid, staff also considered the grouping of geographical locations, and the vendor's previous experience in mowing certain types of vegetation. Therefore, the recommended award shown on Exhibit 1 is primarily by section, with some exceptions, based on what has been determined to be the best value for the City. VMC Landscape Services, Classic Landscapes, INC and M.E.T. Lawn Care are well - established businesses and have provided quality work for the City of Denton previously. These contractors have provided continuity in the services delivery without any complaints from the citizens of Denton. Staff has been very pleased with the City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -175, Version: 1 timeliness of the work and attention to detail. RECOMMENDATION Staff recommends award of RFP 5659 to VMC Landscape Services in the estimated amount of $300,000, Classic Landscapes, INC in the estimated amount of $175,000 and M.E.T. Lawn Care in the estimated amount of $400,000. The recommended three (3) year not -to- exceed amount of $1,000,000 contains a contingency for additional services that may be needed. PRINCIPAL PLACE OF BUSINESS VMC Landscape Services M.E.T. Lawn Care Classic Landscapes, INC Dallas, TX Denton, TX Denton, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION Funding for this service is budgeted in the Park Maintenance Division of the General Fund in accounts 402130.6545, 402130.7886 and 402130.7899. Purchase orders will be issued on an as needed basis. EXHIBITS Exhibit l: Evaluation and Ranking Sheet Exhibit 2: Ordinance Exhibit 3: Contracts Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Emerson Vorel at 349 -7460. City of Denton Page 2 of 2 Printed on 2/27/2015 4 4 C� 6 '.4 6 �4 "i -1 W, 16 ll� '.4 6 WW OW 14 c5 8 .6 o c5 2 W, 6 .6 Wl 14 Ili c5 6 10 m Ili 6 �o q 11 6 6 6 6 2 14 6 �4 2 1. 6 8 �l 4 �4 6 11 2 Ili - 6 r� 4 M, ll� 1� 6 2 14 6 6 2 2 14 - 6 6 8 8 14 14 6 6 8 2 6 6 6 4 �w :4 lw wm . . mm M- . . mw . . . . . . . . w 11 11 11 WW W. . 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Im uo lw W 1 1 t t , t� *1 5 0 u u z (31 u 0 - , . 1 ml . . �: m 3 �E i w X A w , a . w E u u 6 o u u a a 0 u w � 4 -0 Film 11 "W IM A 11 lmj-,jWMjMMj�+ I 2222 \222828 82 \ \ \\ a \ \ , § \\(\\\\\(\(\(\\\\\\ \\\ \ } :: : :: : : : :: : ::: /// \\7 \7\ƒ 7 ! °!6 [ \ \ } \ \ \ \ \ \\ \ \� } } \ \ \ \( \\ \\\ ( 16 Ili 14 a� \ \ \ \ \f 464 l 11 \ 11 11 (� ®!4!!4!4!!4l4;l4;4! 4!4 2 \7 } \ \ \» / /7Px Z /Z \Z\ \\\ /j \ \ \ \)) \) \ \ \ \ \) \\\ -w) /. § /% / \\2 \ \ \Ji \ \J / \JJ \\\ �( \@@@a@a@@a@@@@a@@@@ ko &/ \/ \ \@% / /§ \ \ § ) ® j \ ) ( i § ] \ \ \ ) ) Im ]\,) z)fif#f - l :f m *2 ®!i« `!,�l:sl t4 - \ -! -- __ /miiEi7: /; { /} /)k� c'm3: `1. 7±! }!!J »,a;;,a&; #» 2!2& ; �\ ] °G2: -r1- M-- EXHIBIT 2 ORDINANCE NO. 2015- AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE MOWING OF CITY OF DENTON PARKS, MEDIANS, RIGHT —OF- WAYS, RAIL TRAILS, AND OTHER MUNICIPAL BUILDING AREAS (CLASS A,B,C, AND RAIL TRAIL); AND PROVIDING AN EFFECTIVE DATE (RFP 5659- AWARDED TO HIGHEST RANKED PROPOSER FOR EACH ITEM IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $1,000,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the rental of heavy equipment in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5659 Classic Landscapes, INC Exhibit A 5659 M.E.T. Lawncare Exhibit A 5639 VMC Landscape Services Exhibit A SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and ofthe submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby EXHIBIT 2 authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5659 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT A RFP 5659 Pricing Sheet for MOWING CLASS A,B,C and Rail Trail Respondent's Business Name Principal Place of Business (City and State) MET LAWNCARE Classic Landscapes, Inc. VMC Landscape Services Denton, TX Denton, Inc. Dallas, TX Item Total Cycles Type of Service Requested Cost Per Cycle Cost of Total Project Cost Per Cycle Cost of Total Project Cost Per Cycle Cost of Total Project CLASS A - MOWING 1 32 City Hall East $100.00 $3,200.00 2 32 City Hall West $35.00 $1,120.00 3 32 Dog Park - Wiggly Field (Located Inside Lake Forest Park on Ryan Rd) $180.00 $5,760.00 4 32 Goldfield Tennis Center $70.00 $2,240.00 5 32 Linda McNatt Animal Adopt. Ctr. (Existing Building and Property) $75.00 $2,400.00 6 32 Linda McNatt Dog Park (To be Built in the Future - 3 acres) $120.00 $3,840.00 7 32 MILK Center $130.00 $4,160.00 8 32 North Lakes Rec Center $70.00 $2,240.00 9 32 Quakertown Park $875.00 $28,000.00 CLASS A - MEDIANS 10 32 Carroll Blvd (Ft. Worth Dr. to Sherman) $250.00 $8,000.00 11 32 Colorado (Loop 288 to Mayhill) $50.00 $1,600.00 12 32 Dallas Dr. (1 -35 to Teasley) $25.00 $800.00 13 32 Fort Worth Dr. $25.00 $800.00 14 32 Lillian Miller Medians $75.00 $2,400.00 15 32 Loop 288 Medians (1 -35 to 380) ** $99.00 $3,168.00 16 32 Spencer ROW (North - White Pipe Fence) $75.00 $2,400.00 17 32 Teasley Ln. (Dallas Dr. to Lillian Miller) $100.00 $3,200.00 18 32 University Dr. (Carroll to island west of 1 -35) $323.00 $10,336.00 19 32 University Dr. (Elm to Loop 288) $149.00 $4,768.00 CLASS B - MOWING 20 20 7/11 Corner ROW $25.00 $500.00 21 20 Animal Control $25.00 $500.00 22 20 Day Labor Site (Ft. Worth Dr. & Collins) $125.00 $2,500.00 23 20 Denton Service Center $75.00 $1,500.00 24 1 20 Fred Moore Baseball $40.00 $800.00 25 20 Linda McNatt Animal Adopt. Ctr. (Outside Future Dog Park Fenced Area 1 acre) $40.00 $800.00 26 20 Loop 288 ROW (1 -35 to Hwy. 380) ** $400.00 $8,000.00 27 20 North Lakes (ROW) $125.00 $2,500.00 28 20 North Lakes (surrounding Rugby Field) $125.00 $2,500.00 29 20 1 Rail Trail ** $1,700.00 $34,000.00 30 20 University Drive (ROW) $174.00 $3,480.00 31 20 Wheeler Ridge Park $500.00 $10,000.00 CLASS B - MEDIANS 32 20 Bent Creek Estates entry @ Hwy. 377 $75.00 $1,500.00 33 20 Brinker (1 -35 to Rail Trail) $75.00 $1,500.00 34 20 Brinker Rd. (Spencer to Loop 288) $25.00 $500.00 35 20 Cindy Ln. at University Dr. $50.00 $1,000.00 36 20 Colorado (Mayhill to San Jacinto) with the exception of "Colorado @ Valley Creek" $100.00 $2,000.00 37 20 Colorado @ Valley Creek $50.00 $1,000.00 38 20 Colorado- Brinker to Mayhill $25.00 $500.00 39 20 Dallas Dr. & Robertson $274.00 $5,480.00 40 20 Dallas Dr. (East of Township 11) $74.00 $1,480.00 41 20 Dallas Dr. @ Chambers $7.00 $140.00 42 20 Eagle & Dallas Dr. (including under railroad) $25.00 $500.00 43 20 Eagle & Elm $25.00 $500.00 EXHIBIT A RFP 5659 Pricing Sheet for MOWING CLASS A,B,C and Rail Trail Respondent's Business Name Principal Place of Business (City and State) MET LAWNCARE Classic Landscapes, Inc. VMC Landscape Services Denton, TX Denton, Inc. Dallas, TX Item Total Cycles Type of Service Requested Cost Per Cycle Cost of Total Project Cost Per Cycle Cost of Total Project Cost Per Cycle Cost of Total Project CLASS B - MEDIANS $875.00 62 7 Redstone Rd.- Inside wall along Loop 288 44 20 Hercules ROW & Entrance at Meadow Lane $75.00 $1,500.00 45 20 Hickory Creek Medians $74.00 $1,480.00 46 20 Kendolph & Underwood $25.00 $500.00 47 20 Mayhill (1 -35 to Blue lay) $125.00 $2,500.00 48 20 Oakwood Islands $25.00 $500.00 49 20 Robinson @ Berkley $25.00 $500.00 50 20 San Jacinto Blvd. (1 -35 to Colorado) $50.00 $1,000.00 51 20 Scripture & Malone (BUMP) $25.00 $500.00 52 20 Shady Oaks @ Dallas Dr. $50.00 $1,000.00 53 20 Shady Oaks Blvd. (Woodrow to Loop 288) $49.00 $980.00 54 20 Spencer ROW (South) $100.00 $2,000.00 55 20 Teasley Ln. (East of Dallas Dr. to Shady Oaks) $25.00 $500.00 56 20 Township 11 (6 islands) $49.00 $980.00 57 20 Vintage Parkway Medians $99.00 $1,980.00 58 20 Wind River (1 -35 @ 2181) $25.00 $500.00 59 20 Wye St. & Industrial $25.00 $500.00 CLASS C - MOWING 60 7 Haggard Tree Nursery 63 TYPE 1 $40.00 64 $149.00 $1,043.00 61 7 Locust - Hercules to Bell $125.00 $875.00 62 7 Redstone Rd.- Inside wall along Loop 288 $50.00 $350.00 Pricing Extra Mowing Site by Acreage: Item Type of Service Requested Price per Acre 63 TYPE 1 $40.00 64 TYPE 11 65 TYPE III Price per Acre $50.00 $40.00 Price per Acre EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CLASSIC LANDSCAPES, INC. (RFP 5659) THIS CONTRACT is made and entered into this day of A.D., 2015, by and between Classic Landscapes, Inc. a corporation, whose address is P.O. Box 1247, Denton, TX 76202, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document RFP 4 Mowing Class A, B, C and Rail Trail, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Request for Proposal (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C "); (d) Insurance Requirements (Exhibit "D "); (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E "); (f) Contractor's Proposal. (Exhibit "F "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 115. • RFP A 5659- Classic Landscapes, Inc. - Contract CONTRACTOR AUTHORIZED SIGNATURE Date Name: Title:. — r4-5 % e&J'�b qy& PHONE NUMBER EMAIL ADDRESS CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $175,000. Pricing shall be per Exhibit F attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one -year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De- escalation The City will implement an escalation/de- escalation price adjustment annually. The escalation/de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of + / -1 %, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricing sheet used to calculate the bid proposal, to participate in the escalation /de- escalation clause. RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 Exhihit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts /purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights -of -way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of- i. delivery of defective or non - conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY - PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non - conforming deliverables, or replace the non - conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self - insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and /or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Contractor (including its employees, RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made - for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made - for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. IOa - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http: / /www.dol.gov /whd/contracts /dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD- 2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 1. Final negotiated contract 2. RFPBid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the RFP 9 5659- Classic Landscapes, Inc. - Contract EXHIBIT 3 contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP 9 5659- Classic Landscapes, Inc. - Contract W14 so I I il-i iii III N w City of, Denton RFII 5659 lot, MOWING CLASS A,13.0 AND RA11, TRAll. ATTACHMENT E- CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ —For—vendor or other person doing business with local governmental entity I his questionnaire reflects changes made to the law by 11.13. 1491, 80th Leg., Regular Session. I hip questionnaire is being ailed in accordance with chapter 176 ofthc Local Government Code by a person who has a business relationship i> delined by Section 176.001(1 -a) with a local governmental entit} and the person meets requirements under Section 176.006(a). ky late this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day alter j the elate the person becomes aware of Pacts that require the statement to be filed. See Section 176.006. Local Government Code. \ person commits an offense if the person knoivinglh violates Section 176.006. Local Government Code. An oltense under this section is a Ckia,s C misdemeanor. I Name of person who has a business relationship with IocaI governmental entity. J ❑Check this box if you are filin;,> an update to a previously filed (Iuestionnaire. I he Iavv requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 °i business day after the elate the origin all filed questionnaire becomes incomplete or inaccurate.) .31 Name of local government officer with whom filer has an employment or business relationship. Name oi'Officer this section_ (item 3 including subparts A. B, C cvr D), must be completed for each officer with whom the filer has an employment or other business relationship as dcl mcd by Section 176.001( I -a). Local Government Code. Attach additional panes to this Form CIQ as necessary. 1, the local government officer named in this section receiving or likely to receive taxable income, other than investment incom, From the filer of the (Iuestionnaire') Yes ❑ No 13 Is the haler ollhe questionnaire receiving or likely to receive taxable income, other than investment income• from or at the direction ofthe local =ovcrnnrent officer named in this section AND the taxable income is not received from the local governmental entity? Yes F-1 No k thr Idler ofthis (Iuestionnairc employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes = No 1) 1)escribe each affiliation or business relationship. I 41 F-7 I have no Conflict of Interest to disclose. oim(eYbt od - - -- - - -- 01127/2015 Signature of person doing business with the governmental entity Date RPP 5659 - Main Document Page 19 of20 Effflfffit 3 RFP 5659 Pricing Sheet for MOWING CLASS A,B,C and Rail Trail Respondent's Business Name Principal Place of Business (City and State) Classic Landscapes, Inc. Denton, Inc. Item Total Cycles Type of Service Requested Cost Per Cycle Cost of Total Project CLASS A - MOWING 1 32 City Hall East 2 32 City Hall West 3 32 Dog Park - Wiggly Field (Located Inside Lake Forest Park on Ryan Rd) 4 32 Goldfield Tennis Center 5 32 Linda McNatt Animal Adopt. Ctr. (Existing Building and Property) 6 32 Linda McNatt Dog Park (To be Built in the Future - 3 acres) 7 32 MILK Center 8 32 North Lakes Rec Center 9 32 Quakertown Park CLASS A - MEDIANS 10 32 Carroll Blvd (Ft. Worth Dr. to Sherman) 11 32 Colorado (Loop 288 to Mayhill) 12 32 Dallas Dr. (1 -35 to Teasley) 13 32 Fort Worth Dr. 14 32 Lillian Miller Medians 15 32 Loop 288 Medians (1 -35 to 380) ** 16 32 Spencer ROW (North - White Pipe Fence) 17 32 Teasley Ln. (Dallas Dr. to Lillian Miller) 18 32 University Dr. (Carroll to island west of 1 -35) 19 32 University Dr. (Elm to Loop 288) CLASS B - MOWING 20 20 7/11 Corner ROW 21 20 Animal Control 22 20 Day Labor Site (Ft. Worth Dr. & Collins) 23 20 Denton Service Center 24 1 20 Fred Moore Baseball 25 20 Linda McNatt Animal Adopt. Ctr. (Outside Future Dog Park Fenced Area - 1 acre) 26 20 Loop 288 ROW (1 -35 to Hwy. 380) ** 27 20 North Lakes (ROW) 28 20 North Lakes (surrounding Rugby Field) 29 20 Rail Trail ** 31 20 University Drive (ROW) 32 20 Wheeler Ridge Park CLASS B - MEDIANS 32 20 Bent Creek Estates entry @ Hwy. 377 33 20 Brinker (1 -35 to Rail Trail) 34 20 Brinker Rd. (Spencer to Loop 288) 35 20 Cindy Ln. at University Dr. 36 20 Colorado (Mayhill to San Jacinto) with the exception of "Colorado @ Valley Creek" 37 20 Colorado @ Valley Creek 38 20 Colorado - Brinker to Mayhill 39 20 Dallas Dr. & Robertson 40 20 Dallas Dr. (East of Township 11) 41 20 Dallas Dr. @ Chambers 42 20 Eagle & Dallas Dr. (including under railroad) 43 20 1 Eagle & Elm CLASS B - MEDIANS Effflfffit 3 44 20 Hercules ROW & Entrance at Meadow Lane 63 TYPE 45 20 Hickory Creek Medians $50.00 65 46 20 Kendolph & Underwood 47 20 Mayhill (1 -35 to Blue Jay) 48 20 Oakwood Islands 49 20 Robinson @ Berkley 50 20 San Jacinto Blvd. (1 -35 to Colorado) 51 20 Scripture & Malone (BUMP) 52 20 Shady Oaks @ Dallas Dr. 53 20 Shady Oaks Blvd. (Woodrow to Loop 288) 54 20 Spencer ROW (South) 55 20 Teasley Ln. (East of Dallas Dr. to Shady Oaks) 56 20 Township 11 (6 islands) 57 20 Vintage Parkway Medians 58 20 Wind River (1 -35 @ 2181) 59 20 Wye St. & Industrial CLASS C - MOWING 60 7 Haggard Tree Nursery 63 TYPE 61 7 Locust - Hercules to Bell $50.00 65 62 7 Redstone Rd.- Inside wall along Loop 288 Extra Mowing Site by Acreage: Item Type of Service Requested Price per Acre 63 TYPE 64 TYPE II $50.00 65 TYPE III $40.00 EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MAINTAINING THE COMMON GROUND, LLC (M.E.T. LAWN CARE) (RFP 5659) THIS CONTRACT is made and entered into this day of A.D., 2015, by and between M.E.T. Lawn Care a corporation, whose. address is 1".0, Box 1152, Denton, TX 76202, hereinafter referred to as "Contractor," and the (T]'Y OF D;ENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document RFP # Mowing Class A, B, C and Rail Trail, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Request for Proposal (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C "); (d) Insurance Requirements (Exhibit "D"); (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E "); (f) Contractor's Proposal. (Exhibit "F ") ; These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP # 5659- M.F.T. Lawn Care - Contract EXHIBIT 3 IN WITNESS WBEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR 0 0 BY: LDjj-n Qc>-rt- AUT14ORIZED SIGNATURE Date: Name: Ao-yby% C, o, P 6-e k I ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY M RFP 4 5659- M.E.T. Lawn Care - Contract Title: 0 t-- r r-'r =101041213 1. (ZO-Y-Oln O-V.Arly f C-0 -C-">Yr - EMAIL ADDRESS CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $400,000. Pricing shall be per Exhibit F attached Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one -year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De- escalation The City will implement an escalation /de- escalation price adjustment annually. The escalation /de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of + / -1 %, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must subinit or make available tlwch manufacturers Vricing she,ct used to calculate the bid rya )oral to tartici ate in the escahation /de escalation clause. RPP # 5659- M.P.T. Lawn Care - Contract EXHIBIT 3 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts /purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract /purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights -of -way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be RFP # 5659- M.C.T. Lawn Care - Contract EXHIBIT 3 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non - conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of I% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof.. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY - PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all RPP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor; to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non - conforming deliverables, or replace the non - conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 standard as required by the City, then. in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or RFP # 5659- M.C.T. Lawn Care - Contract EXHIBIT 3 remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (l) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self - insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to RPP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and /or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made - for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made - for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is- expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in RFP # 5659- M.C.T. Lawn Care - Contract EXHIBIT 3 whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the RFP 4 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All 'issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the RFP 4 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. 'Domestic end product" means- (]) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. I Oa - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled 'Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 information presented in -any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http: / /www.dol.gov /whd /contracts /dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD- 2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be RFP # 5659- M.F.T. Lawn Care - Contract EXHIBIT 3 responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Exhibit D RFP # 5659- M.C.T. Lawn Care - Contract EXHIBIT 3 INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: a Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor RFP 4 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $600,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP 4 5659- M.C.T. Lawn Care - Contract EXHIBIT 3 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the City each contractor has access to Cit funds. Limits of not less than occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation., or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. RPP # 5659- M.R.T. Lawn Care - Contract EXHIBIT 3 E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP # 5659- M.E.T. Lawn Care - Contract EXHIBIT 3 " AC"RLY CERTIFICATE OF LIABILITY INSURANCE 2/25/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND; EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), 'AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer, rights to the certificate holder In lieu of such endorsement(s). PRODUCER 0N) Deborah Brown HUTCHERSON INSURANCE SERVICES __ . .• AHrB Exf. (940)382 -9696 FAIL Ne: (9ao)3e7-6862 1212 N Locust St Suite B net _ INSURER(S) AFFORDING COVERAGE NAN INSURERA 1LLLIED PROPERTY & CASUALTY �257. Denton :TX 76201 g INSURED - w...... ...wwwww ... INSURER B Aaron Campbell, DBA: Maintaining the Common INSURER C: PO Box 1152 11�1 loco n Denton TX 76202 1 INSURER F COVERAGES CERTIFICATE N'UMBER:CI,3. 522.508449 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED: NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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: _ . iR'I.I F OLI EXP LQ� TYPE OF INSURANCE POLICY NUMBER 1MMfr10IYYYY M�IIPDDFYYYY LIMITS l y GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X *w• r -,rson $ 100 , 000 A CLAIMS- MADE XL OCCUR . CP7254314053 - C EIX /1,/201 ;J /1/2016 XP (Any one person) $ (Any e p ._ _._ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGRCGATE $ 2,000,000 'GEN'L AGGREGAI-E LI %will Ad41 It -- PER: Pf" ODLICTS C ON6PIOP AGG, $ 2 , 000 , 000 POLICY Pita - LOC $ AUTOMOBILE LIABILITY 4 0PA 1IN l II d. E L11? � 1 ati�t �rvan %1...._,. I 1 t)OO r 000 �.m. . A X ANYAJITCry BODILYINJURY(Perperz;on) $ 9 0 dE:D Lflil 1 1 tl1 I " "I a CP7254314053 %1/2015 /1/2016 BODILY INJURY IPer accident) $ ALL U1 +J" tl`tUIq-°"`tI -1I PRRJrL,PIY TmAr C $ HIRER AUTOS A_IPoCp �Prant:allor L..... "" Medical avments $ 5,000 UMBRELLA LIAB �., If:41A'"d E1L,3LAHA&-MA1DE EACH OCCURRENCE $ EXCESS LIAB AGGREGATE $ DIED RETENTION $ $ WORKERS COMPENSATION 10.51'AIU- O`rFI- I ANO EMPLOYER$' LIABILITY YIN TOPY 1.1 !TS ER ANY OFFIC RIHA ABER EX LLK)IxI1d I C41I kw'P': Llf f ILLI" - NIA F L I "ry+�! 1 I A 1 D 111 $ ... ...�...�...._. ( o1Y In NH) V v) S, 410sa*o ulrvd tl' E DISFK3E POLICY CRIPTION OF L. .. LAMP[ $ DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED IN REGARDS TO THE GENERAL LIABILITY CERTIFICATE HOLDER CANCELLATION Julia . Klinck @cityofdenton . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CITY OF DENTON PURCHASING DEPT 215 E. MCKINNEY AUTHORIZED REPRESENTATIVE DENTON, TX 76201 ACORD 26 (2010105) © 1988 -2070 ACORD CORPORATION. All rights reserved. INS026I1'oioo'Ei)wi The ACORD name and logo are registered marks of ACORD EXHIBIT 3 MAINTHE-01 KMCNAUQIITON DATE (MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 2/25/2015 . . ........ . . ...... . . . . .. ....................... . .................. ............... . . . ....... . . ____ ..... ....... THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. _-- --- IMPORTANT: If the cerifcatehold r is anA D DiT 16A L INU R E D t h e p oI ic y(i 6 ) m u st b e endorsed. SUBROGO--S,"--"—l--,'— ADDITIONAL INSURED subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Sharon Johnson AP Intego Insurance Group, LLC PHONE FAX 144 North Road (AIC, No , rxl)�(800) 274-4532 (A)C, No): E-MAIL Suite 2050 ADDRESS� itifo@apintego.com Sudbury, MA 01776 MSURER(S) AFFORDING COVERAGE NAIC # INSURERA:Guard Insurance Group 25844 INSURED INSURER B: MAINTAINING THE COMMON GROUND LLC DBA MET Lawn INSURER C: Care PO BOX 1152 INSURER D: Denton, TX 76202 INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER! THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY 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. INSR �- ADDL SUBR LTR TYPE OF INSURANCE INSD WVn POLICY NUMBER POLICYEFF ! POLICYEXP J�_JIIAMMWYYYY) LIMITS MMIDDIrM COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE . ..... .. .... $ -1 [,-] DAMAGE TO RENTED $ CLAIMS-MADE OCCUR PREMISES (Ea occurrence) NED EXP (Any one pom)n) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO� POLICY I JF(11: L I 11 CK) PRODUCTS - COMP/OP AGG $ $ GbTfiRrR .. .. . . .................. . . . ...... AUTOMOBILE LIABILITY a-ime—L) c�mm_ T (Fj $ ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ ` AUTOS AUTOS N ON-OWNED PRERTYDAMAGE PROVE $ HIRED AUTOS AUTOS (Pear a&Jdf M) $ . UMBRELLA 1_1413 OCCUR ........... . ....... ... . ............. . EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ ETE WORKERS COMPENSATION 13T_FF . $ . . . . . .. . . ......... ........... AND EMPLOYERS' LIABILITY YIN A ANY 0AWC579567 OFT ICCRIMEM18ER EXCLUDED? E -I NIA E STATUTFiT 09/12/2014 09/12/2015 E,L'EACHACC F$ 5,00,000 (Mandatory to NH) E L. DISEASE - EA EMPLOYEE� $ 500,000 if i... -_. ns dosoxibe und el . t .,scRipnONOFO,� ArIONSbalow .. . . ..... .. ___.._..1 .......... .. ................... ... ..................... . .... .. . E,L DISEASE - POLICY LIMIT $ 500,000 . .......... . . . ... . ..... ... .... 11 - --- -------- - DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more Space Is 1-4-1red) . . . . . ............ - — — — - — - - - - __ . . ..................... . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Denton ACCORDANCE WITH THE POLICY PROVISIONS. 215 E. McKinney Denton, TX 76201 . .......... ..... . . ... AUTHORIZED REPRESENTATIVE ..... ..... . ..... @ 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD E Mh3 City of Denton RFP 5659 for MOWING CLASS A,B,C AND RAIL TRAIL ATTACHMENT E- CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor r or other person doing business with local governmental erutiiy 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. __ relationship with local governmental entity. 1 , Name of person who has a business t r a Z... ❑ Check this box if you are filing an update to a previously tiled questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'h business day afler the diilc tlie, orrt7,inall,,y filed .q - sfiwmaire becomes ixncrrsnls�t c or �� rc t�rato, 3 Name of local government officer with whom filer has an employment or business relationship. l•.r . . rl�i li. ,�� cc:k t SC c C. ;AN ("C- Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? Yes B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND Illy taxable income is not received from the local governmental entity? I— I Yes No C. Is the tiler of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? El Yes . "�»,, No D. Describe each affiliation or business relationship. .... . � I have no Conflict of Interest to disclose. .... _ .... ..,.�. ^.� � .. _ �.. .� �.�^. m..._. ...... a........ 4 ° L!J V✓ ... Si g nature of p erson in g buss ess with the governmental entity Date . ..... .. ...,_.... _ _ _.... .. .... RFP 5659 - Main Document Page 19 of 20 MIVIT 3 RFP 5659 Pricing Sheet for MOWING CLASS A,B,C and Rail Trail Respondent's Business Name MET LAWNCARE Principal Place of Business (City and State) Denton, TX Total Cost of Total Item Cycles Type of Service Requested _.. Cost Per Cycle Project . .... _ CLASS A - MOWING .... .._ 1 32 City Hall East .. ... . ...... -... - ___...�...... � ....... . $100.00 $3,200.00 2 32 City Hall West $35.00 $1,120.00 3 32 Dog Park - Wiggly Field (Located Inside Lake Forest Park on Ryan Rd) ._ ............. _. _ ......... __ . ._._. $180.00 $5,760.00 4 32 Goldfield Tennis Center $70.00 $2,240.00 5 32 Linda McNatt Animal Adopt. Ctr. (Existing Building and Property) $75.00 $2,400.00 6 32 Linda McNatt Dog Park (To be Built in the Future - 3 acres) $120.00 $3,840.00 7 32 MILK Center $130.00 $4,160.00 �. ....... ...� 8 32 North Lakes Rec Center $70.00 $2,240.00 ....... 9 32 Quakertown Park $875.00 $28,000.00 CLASS A - MEDIANS 10 32 'Carroll Blvd (Ft. Worth Dr. to Sherman) 11 32 Colorado (Loop 288 to Mayhill) 12 32 Dallas Dr. (1 -35 to Teasley) 13 32 Fort Worth Dr. 14 32 Lillian Miller Medians 15 32 Loop 288 Medians (1 -35 to 380) *" 16 32 Spencer ROW (North - White Pipe Fence) 17 ........ 32 .._.... Teasley Ln. (Dallas Dr. to Lillian Miller) ........ 18 32 University Dr. (Carroll to island west of 1 -35) 19 1 32 JUniversity Dr. (Elm to Loop 288) . .............�. CLASS B - MOWING 20 20 7/11 Corner ROW 21 20 Animal Control 22 20 Day Labor Site (Ft. Worth Dr. & Collins) 23 20 Denton Service Center 24 20 Fred Moore Baseball $40.00 $800.00 Linda McNatt Animal Adopt. Ctr. (Outside Future Dog Park Fenced Area 25 20 - 1 acre) $40.00 $800.00 26 20 Loop 288 ROW (1 -35 to Hwy. 380) 27 20 North Lakes (ROW) $125.00 $2,500.00 28 20 North Lakes (surrounding Rugby Field) $125.00 $2,500.00 29 20 Rail Trail "* $1,700.00 $34,000.00 31 20 University Drive (ROW) 32 20 wheeler Ridge Park $500.00 $10,000.00 CLASS B - MEDIANS 32 20 Bent Creek Estates entry @ Hwy. 377 33 20 Brinker (1 -35 to Rail Trail) 34 20 Brinker Rd. (Spencer to Loop 288) 35 20 Cindy Ln. at University Dr, 36 20 Colorado (Mayhill to San Jacinto) with the ti excepon of "Colorado @ Valley Creek" 37 20 1 Colorado @ Valley Creek 38 20 Colorado- Brinker to Mayhill 39 20 Dallas Dr. & Robertson 40 20 ',Dallas Dr. (East of Township 11) 41 20 Dallas Dr. @ Chambers 42 20 Eagle & Dallas Dr. (including under railroad) 43 20 Eagle & Elm 44 20 Hercules ROW & Entrance at Meadow Lane $75.00 $1,500.00 I�.1m - 45 20 Hickory Creek Medians 46 20 _..... Kendolph & Underwood �..._ ......................� 47 20 Mayhill (1 -35 to Blue Jay) 48 20 Oakwood Islands ............ 49 20 ._. Robinson @ Berkley 50 20 San Jacinto Blvd. (1 -35 to Colorado) . _ ..... ..... . ..._. 51 20 Scripture & Malone (BUMP) ............._...... ...._- .._ ........ - ........... . ..... 52 20 Shady Oaks @ Dallas Dr, 53 20 Shady Oaks Blvd (Woodrow to Loop 288) 54 20 Spencer ROW (South) 55 20 Teasley Ln. (East of Dallas Dr. to Shady Oaks) 56 20 Township II (6 islands) 57 20 Vintage Parkway Medians 58 20 Wind River (1 -35 @ 2181) 59 20 Wye St. & Industrial CLASS C - MOWING 60 7 Haggard Tree Nursery 61 7 (Locust - Hercules to Bell 62 7 Redstone Rd.-Inside wall along Loop 288 Extra Mowing Site by Acreage: Item Type of Service Requested Price Per Acre 63 TYPE I _ $40.00 64 1 TYPE 11 65 TYPE III EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND VMC LANDSCAPE SERVICES (RFP 5659) THIS CONTRACT is made and entered into this day of A.D., 2015, by and between VMC Landscape Services a corporation, whose address is 2433 Merrell Road, Dallas, TX 75229, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document RFP # Mowing Class A, B, C and Rail Trail, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Request for Proposal (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C "); (d) Insurance Requirements (Exhibit "D ") ; (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E"); (f) Contractor's Proposal. (Exhibit "F ") ; These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY �llli lq� ; ; . ■ F.11,42 I I F."ll Ull MIN 411161wo 9 Vff,"ll UK$] 11140 1 Wd M RFP # 5659- VMC Landscape Services - Contract CONTRACTOR BY: 6-'PAV zz" AUTHORIZED SIGNATURE Date: - Name: &—ca Title- vlGe &rj'/'f4-f q V - L111r- 0 PHONE NUMBER EMAIL ADDRESS CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $300,000. Pricing shall be per Exhibit F attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one -year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De- escalation The City will implement an escalation /de- escalation price adjustment annually. The escalation /de- escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined annually from the award date. Should the change exceed or decrease a minimum threshold value of + / -1 %, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submnit or make available the manufacturers pricing, shed: used to calculate the bid, proposal, to participate in the escalation /de- escalation clause. RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts /purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract /purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights -of -way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE' WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non - conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of I% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY - PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non- conforming deliverables, or replace the non - conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non - conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above RFP 4 5659- VMC Landscape Services - Contract EXHIBIT 3 standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate 'of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the tenn of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self - insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be, made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901 B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and /or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Infonnation is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made - for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made - for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the fling of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the RIP # 5659- VMC Landscape Services - Contract EXHIBIT 3 laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. 'Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. I Oa - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http: / /www.dol.gov /whd /contracts /dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD- 2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 65. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Exhibit D P 4 5659- VC Landscape Services - Contract EXHIBIT 3 INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than 1 000 000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required, If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. RFP 4 5659- VMC Landscape Services - Contract EXHIBIT 3 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a. policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than ................... .......... ... ................... ....__. each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RPP # 5659- VMC Landscape Services - Contract EXHIBIT 3 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. �. EXHIBIT 3 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, RPP # 5659- VMC Landscape Services - Contract EXHIBIT 3 and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the RFP # 5659- VMC Landscape Services - Contract EXHIBIT 3 contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. EXHIBIT 3 EXHIBIT E City of Denton RFP 5659 for MOWING CLASS A,B,C AND RAIL TRAIL ATTACHMENT E- CONFLICT OF INTEREST QUESTIONNAIRE _. _._ ....... .. ..... ......... --------- CONFLICT OF INTEREST CONI' QUESTIONNAIRE IRE -FORM CIQ ntity For vendor or other person doing business with local This questionnaire reflects changes made to the law by II.B. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Govennnent 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 Goverrunent Code. A person commits an offense if the person knowingly violates Section 176.006, Local Govertunent Code. An offense under this section is a Class C misdemeanor. 1 ._...... .... _ Name of person who has a business relationship with local governmental entity. 2) 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 3� ... date the on gin all y filed becomes tncom P.l. ete or in_ac. curate ) �� a......��.. . ..... Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? ] Yes �...... -� No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 1:1 Yes I—D No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or ]colds an ownership of 10 percent or more? -j Yes 0 No D. Describe each affiliation or business relationship. _.4] I have no Conflict o(Intcrest to disclose. ........ ..... ......_ — .... ... r" r, k 1/15/2015 —. �,..m�,,... �.. _ �. ... _. ......... ._. ............ ... ...... .....n_ ._ ...... Signature orperson doing buWnct's with the governmental entity Dale RPP 5659- Main Document Page 19 of 20 EXHIBIT 3 EXHIBIT F RFP 5659 Pricing Sheet for MOWING CLASS A,B,C and Rail Trail Respondent's Business Name VMC Landscape Services Principal Place of Business (City and State) Dallas, TX Total w ...... _ ......... Cost of Total Item Cycles Type of Service Requested Cost Per Cycle Project CLASS A - MOWING _. ...__....... 1 City Hall East 2 City Hall West 3 T3Goldfield Dog Park - Wiggly Field (Located Inside Lake Forest Park on Ryan Rd) 4 Tennis Center _... ......... 5 32 Linda McNatt Animal Adopt. Ctr. (Existing Building and Property) ...... 6 32 Linda McNatt Dog Park (To be Built in the Future - 3 acres) ....... 7 32 MLK Center 8 32 North Lakes Rec Center 9 32 Quakertown Park TOTAL for Class A Mowing - ONLY CLASS A - MEDIANS 10 32 Carroll Blvd (Ft. Worth Dr. to Sherman) $250.00 $8,000.00 11 32 Colorado (Loop 288 to Mayhill) $50.00 $1,600.00 12 32 Dallas Dr. (1 -35 to Teasley) $25.00 $800.00 13 32 Fort Worth Dr, $25.00 $800.00 14 32 Lillian Miller Medians $75.00 $2,400.00 15 32 Loop 288 Medians (1 -35 to 380) •• $99.00 $3,168.00 16 32 Spencer ROW (North - White Pipe Fence) $75.00 $2,400.00 17 32 _ .. . ... Teasley Ln. (Dallas Dr. to Lillian Miller) $100.00 $3,200.00 18 32 University Dr. (Carroll to island west of 1 -35) $323.00 $10,336.00 19 32 University Dr. (Elm to Loop 288) $149.00 $4,768.00 TOTAL for Class A Mowing - MEDIANS $37,472.00 TOTAL COST OF CLASS Al $37,472.00 CLASS B - MOWING 20 20 7/11 Corner ROW $25.00 1 $500.00 21 20 Animal Control $25.00 $500.00 22 20 Day Labor Site (Ft. Worth Dr. & Collins) $125.00 $2,500.00 23 20 Denton Service Center $75.00 $1,500.00 24 20 Fred Moore Baseball Linda McNatt Animal Adopt. Ctr. (Outside Future Dog Park Fenced Area . 25 20 1 26 20 Loop 288 ROW (1 -35 to Hwy. 380) °k $400.00 $8,000.00 27 20 North Lakes (ROW) 28 20 North Lakes (surrounding Rugby Field) .............................................. -.� _..._. 29 20 Rail Trail 30 20 Scripture & Malone (BUMP) $45.00 $900.00 ._. 31 20 ... ...._ _.... University Drive (ROW) $174.00 $3,480.00 32 20 Wheeler Ridge Park TOTAL for Class B Mowing - ONLY $17,380.00 CLASS B - MEDIANS 32 20 Bent Creek Estates entry @ Hwy. 377 $75.00 $1,500.00 33 20 Brinker (1 -35 to Rail Trail) $75.00 $1,500.00 20 Brinker Rd. (Spencer to Loop 288) $25.00 $500.00 35 20 Cindy Ln. at University Dr, $50.00 $1.000.00 Colorado (Mayhill to San Jacinto) with the exception of "Colorado @ 36 ......... 20 Valley Creek' _ ... $100.00 $2,000.00 37 20 Colorado @ Valley Creek � $50.00 $1,000.00 38 20 Colorado - Brinker to Mayhill $25.00 $500.00 EXHIBIT 3 EXHIBIT F 39 20 Dallas Dr. &Robertson $274.00 $5,480.00 40 20 Dallas Dr. (East ofTownship 11) 574.00 $1,480.00 41 20 Dallas Dr. @ Chambers $7.00 $140.00 42 20 Eagle& Dallas Dr. (including under railroad) . ..... . $25.00 . ........... . $500.00 43 20 Eagle & Elm S25 .00 $500.00 CLASS B - MEDIANS 1 44 20 Hercules ROW & Entrance at Meadow Lane 45 20 Hickory Creek Medians $74.00 $1,480.00 46 20 Kendolph & Underwood $25.00 1 $500.00 47 20 Mayhill (1-35 to Blue Jay) $125.00 $2,500.00 48 20 Oakwood Islands $25.00 $500..00 49 20 Robinson @ Berkley $25.00 $500.00 so 20 San Jacinto Blvd. (1-35 to Colorado) $50.00 $1,000.00 51 20 Scripture & Malone (BUMP) $25.00 $500.00 52 20 Shady Oaks @ Dallas Dr. $50.00 $1,000.00 53 20 Shady Oaks Blvd. (Woodrow to Loop 288) $49.00 $980.00 54 20 Spencer ROW (South) $100.00 $2,000.00 55 20 Teasley Ln. (East of Dallas Dr. to Shady Oaks) $25.00 $500.00 56 20 Township 11 (6 islands) $49.00 $980.00 57 20 Vintage Parkway Medians $99.00 -s1,980.00 58 20 Wind River (1-35 @ 2181) $25.00 $500.00 59 20 Wye St. & Industrial $25.00 $500.00 TOTAL for Class B Mowing -MEDIANS $31,520.00 TOTAL COST OF CLASS B $48,900.00 CLASS C - MOWING! 60 7 Haggard Tree Nursery $149.00 $1,043.00 61 7 Locust-Hercules to Bell $125.00 $875.00 62 7 Redstone Rd.-Inside wall along Loop 288 $50.00 $350.00 TOTAL COST OF CLASS C $2,268.00 �-1 EXHIBIT 3 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDlYYYY) 5/16/2015 10/30/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER LOCKTON COMPANIES�� 5847 SAN FELIPE, SUITE 320 Ilk� -� HOUSTON TX 77057 Ass 866- 260 -3538 INSURED VMC LANDSCAPE SERVICES LP 1388158 2433 MERREL RD DALLAS TX 75229 A : Otd Republic General ins B : Great American lnsurano C: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 13177965 AUTHORIZED REPRESENTATIVE City of Denton its Officials, Agents, Emphyyee and volunteers 90tI3 Texas Street Denton TX 76209 ACORD 25 (2014/01) ©1988 -2014 ACORD CORPORATIOIK All rights reserved The ACORD name and logo are registered marks of ACORD m MbUMK COVERAGES ICATI" NUMBER', ) 31 %��.5 THIS IS TO CERTIFY THAT THE POLICIES F INSURANCE LISTED BELOW HAVE BEEN TO THE INSURED ISSUED R THE POLICY PERIOD NAMED ABOVE FOR 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. INSR T .. a- SOUR POL �BER� TYPE OF INSURANCE ICY NUM _ PO��C'YEFF POLIO EItP dflLtli� LIMITS A X COMMERCIAL GENERAL LIABILITY y Y A- 6CG- 977614 -04 5/16/2014 5/16/2015 FACH OCCURRENCE 1,000,000 CLAIMS MADE OCCUR w ( � 0y urr1 100 OOO tl D MED EXP (Any one person) 5,000 PERSONAi $ ADV INJURY $0 OOO GE E LIMIT APPLIES PER: F $ 2,000,000 PRO - POLICY❑ JECT LOC UCGGREGATE PRODUCTS $ 2,000,000 .. OTHLR $ A AUTOMOBILE LIABILITY Y Y A6CA97761404 5/16/2014 5/16/2015 G OlwiDtlN D SINGLE LIMIT „ ca iau s 1 000 000 X ANY AUTO BODILY INJURY (Per person) $ X X X X X X X AUTOSNED AUTOSULED BODILY INJURY (Per accldenl $ ,XxXxxxx - X HIRED AUTOS X NON -OWNED tl'„fia rlRLY"� IAMNAG3E. $ X °wAw XXX. $ X.X:X. .X xx B UMBRELLA LIAR 3{ OCCUR Y Y TUU0332721 -05 5/16/2014 5/16/2015 EACH OCCURRENCE $ 10 000 000 EXCESS LIAR - Ckl�1MIS.N�gA,LJt, AGGREGATE $ 10 000 000 $ lU,000Y $XXXXXXX A WORKERS COMPENSATION �..... . _ AND EMPLOYERS' LIABILITY ! N Y A6CW97761404 5/16/2014 5/16/2015 PER OTH- X STATUTE_ I FR EL EACH ACCIDENT $ 1 OOQ 000 000 000 ANY PROPRIETORIPARTNER/EXECUTIVE I FICER/MEMBER EXCLUDEP? NIA (M,ntlatory In NH) ,. _ .. ..., ., - r t "Dl$FASr . EA F UOYLL 1 DESCRIPTION OF OPERATIONS below E.I DISEASE - P(X_ICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS LOCATIONS !VEHICLES (Attach ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) New Acquisition Effective Date: 11/1/14. RE: Bid #3978 Project: Mowing and Litter Removal CERTIFICATE HOLDER _ CANCELLATION See Amichment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 13177965 AUTHORIZED REPRESENTATIVE City of Denton its Officials, Agents, Emphyyee and volunteers 90tI3 Texas Street Denton TX 76209 ACORD 25 (2014/01) ©1988 -2014 ACORD CORPORATIOIK All rights reserved The ACORD name and logo are registered marks of ACORD EXHIBIT 3 ALL POLICIES (EXCEPT WORKERS COMPENSATION /EL) INCLUDE A BLANKET AUTOMATIC ADDITIONAL INSURED ENDORSEMENT [PROVISION] THAT CONFERS ADDITIONAL INSURED STATUS TO THE CERTIFICATE HOLDER ONLY IF THERE IS A WRITTEN CONTRACT BETWEEN THE NAMED INSURED AND THE CERTIFICATE HOLDER THAT REQUIRES THE NAMED INSURED TO NAME THE CERTIFICATE HOLDER AS AN ADDITIONAL INSURED. IN THE ABSENCE OF SUCH A CONTRACTUAL OBLIGATION ON THE PART OF THE NAMED INSURED, THE CERTIFICATE HOLDER IS NOT AN ADDITIONAL INSURED UNDER THE POLICY. ALL POLICIES INCLUDE A BLANKET AUTOMATIC WAIVER OF SUBROGATION ENDORSEMENT [PROVISION] THAT PROVIDES THIS FEATURE ONLY WHEN THERE IS A WRITTEN CONTRACT BETWEEN THE NAMED INSURED AND THE CERTIFICATE HOLDER THAT REQUIRES IT. IN THE ABSENCE OF SUCH A CONTRACTUAL OBLIGATION ON THE PART OF THE NAMED INSURED, THE WAIVER OF SUBROGATION FEATURE DOES NOT APPLY. Attachment Code: D472476 Master ID: 1388158, Certificate ID: 13177965 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -176, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 3, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for trucking services for various City of Denton departments; and providing an effective date (RFP 5739- awarded to Jagoe- Public Company in the three (3) year not -to- exceed amount of $750,000). RFP INFORMATION This contract is for annual trucking services as needed by the City of Denton. The contract is for a set hourly rate for 14 -yard dump trucks and 20 plus -yard end dump trucks that will be used to supplement our fleet in the hauling of spoil materials, gravel, concrete, asphalt, and other materials as needed, to disposal sites as designated by City staff. Requests for Proposals were sent to 117 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals meeting specifications were received. The proposals were evaluated based upon the hourly rate for each type of truck, and the number of trucks and qualified drivers available within the required 24 -hour response time, as well as the published criteria of compliance with specifications, and indicators of probable performance. A Best and Final Offer (BAFO) was conducted to request additional clarification on the submittals. The BAFO resulted in a two percent annual savings for Item 1, the 14 -yard truck, which consists of approximately 95 percent of the City's hauling requests. This equates to approximately $712,000 of the three (3) year not -to- exceed contract amount; therefore, the BAFO offered an estimated savings of $14,250 for that same time period. Staff recommends award of this RFP to the highest ranked vendor meeting specifications, Jagoe- Public Company, a local vendor. This vendor also offered the maximum number of trucks and qualified drivers available to the City within the 24 -hour response time. Neither respondent submitted pricing for line item number 3; therefore this item will not be awarded (Exhibit 1). There will also be additional unmeasured savings from establishing a long -term contract where pricing is stable considering the volatility of fuel prices, and the continuity of service is highly valued in the delivery of vital services to taxpayers. RECOMMENDATION Award to Jagoe -Public Company in the annual estimated amount of $250,000 for a three (3) year not -to- exceed amount of $750,000. City of Denton Page 1 of 2 Printed on 2/27/2015 File M ID 15 -176, Version: 1 PRINCIPAL PLACE OF BUSINESS Jagoe- Public Company Denton, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION Several City departments will utilize this bid on an as needed basis. Purchase orders will be issued as services are required. FYHIRITC Exhibit l: Evaluation/Best and Final Offer Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Keith Gabbard at 349 -7144. City of Denton Page 2 of 2 Printed on 2/27/2015 O LL. 0 ai 4-0 0 u 0 ui Ln 0. oc LL C) C) C) 0 C) LO r 0 04 r M 0 C) t- I-- RC; 6 4 4 04 Lr) m E E z 0 c 0 0. -C D \ \ 0 u E u CY c E E 0 0 0 CC 0 u 0 > 0 > m m 0 u E (D c c o o 0 0 a u_ -.t- o o z z 0 r44 r44 Ln LLJ 0 2 0 00 00 C) 0) ko r, m U- " tA 0 m 0 0 m z x 0 0 LL z F- < co Ln 0 / m 46 0 rz 0 00 00 0 CL E 0 > 0 0 F- 0 z X 0 (Y) Lr) 00 C) 0) Lr) 00 m U- 0 m % 0 0 E m z 0 X 0 0 i 0 co / j 0 ca Z 46 = 0 0 z 0 Ln tn tn 0 E c a) F- c 0 0 c 0 c 0) rr 0 a) & tw 0) w 0 x 0 = tw .2 0 0 z 0 0 ca / \ �/ k Z =3 E 0. \ } D in " M M e E \/ m 2 F �2 m m E E = E 0 1 w c c 0 0 0 0 cr .�p 0 D 0 D 0 M CL o = = 0 _j E 2 M @ > LA CP C) C) C) 0 C) LO r 0 04 r M 0 C) t- I-- RC; 6 4 4 04 Lr) m E E z 0 c 0 0. -C D \ \ 0 u E u CY c E E 0 0 0 CC 0 u 0 > 0 > m m 0 u E (D c c o o 0 0 a u_ -.t- o o z z 0 r44 r44 Ln LLJ EXHIBIT 2 ORDINANCE NO. 2015- AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR TRUCKING SERVICES FOR VARIOUS CITY OF DENTON DEPARTMENTS; AND PROVIDING AN EFFECTIVE DATE (RFP 5739- AWARDED TO JAGOE- PUBLIC COMPANY IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $750,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for Trucking Services in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR 5739 Jagoe -Public Company AMOUNT $750,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and ofthe submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. EXHIBIT 2 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 File 5739 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY m BY: EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JAGOE- PUBLIC COMPANY (RFP FILE # 5739) THIS CONTRACT is made and entered into this 3rd day of March A.D., 2015, by and between JAGOE- PUBLIC COMPANY, a corporation, whose address is Post Office Box 250, Denton, 76202, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document RFP # 5739 — Trucking Services for the City of Denton, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Request for Proposal (Exhibit "B" on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C "); (d) Insurance Requirements (Exhibit "D "); (e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E "); (f) Contractor's Proposal. (Exhibit "F "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." File 4 5739 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY IC • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY :• File # 5739 CONTRACTO BY: 1 AUTHORIZED SIGNAIfURE Date: Name: , I Title: gqo - 3 k L-- - 2-! l PHONE NUMBER C' ° l °� 0.� p L- P ( EMAIL ADDRESS CITY OF DENTON, TEXAS 1 GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 3 Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $250,000 per one -year term and $750,000 for the three (3) one -year terms of the contract. Unit pricing shall be per Exhibit F attached. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Contractor shall have the option to renew this contract for an additional two (2) one -year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De- escalation The City will implement an escalation/de- escalation price adjustment annually. Prices quoted for the services described in the solicitation must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for other fuels and related products, item: gasoline (WPU0571). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of + / -1 %, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and /or cancellation. The request can be sent by e -mail to: purchasin(cr�,cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. File 4 5739 EXHIBIT 3 Contractor Standards of Performance Project Time Standards - Contractor shall fully understand that the City relies on the product or service of the Scope of Work to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver fully- operational trucks, qualified drivers, and trucking services within specified delivery times for 95% of all orders. Adding New Products or Services to the Contract After Award Following the Contract award, ADDITIONAL services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor(s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer ( "BAFO "). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate solicitation for the services /products after rejecting some or all of the proposals. The commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048. File 4 5739 EXHIBIT 3 Exhihit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts /purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights -of -way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. File 4 5739 EXHIBIT 3 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. File 4 5739 EXHIBIT 3 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. File 4 5739 EXHIBIT 3 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of- i. delivery of defective or non - conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the File 4 5739 EXHIBIT 3 performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE -OUT: A. If a DBE /MBE /WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE /WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books ", "records ", "documents" and "other evidence ", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor File 4 5739 EXHIBIT 3 shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY- PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. 20. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. File 4 5739 EXHIBIT 3 21. ACCEPTANCE OF INCOMPLETE OR NON - CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 22. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 23. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 24. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 25. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 26. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of File 4 5739 EXHIBIT 3 termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 27. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 28. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 29. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and /or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE File 4 5739 EXHIBIT 3 CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 30. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in File 4 5739 EXHIBIT 3 amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self - insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 31. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 32. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 33. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material File 4 5739 EXHIBIT 3 submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 34. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 35. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and /or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know -how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information "). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and /or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and /or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 36. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor File 4 5739 EXHIBIT 3 agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made - for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made - for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work - made - for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and /or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 37. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 38. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 39. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such File 4 5739 EXHIBIT 3 commission, percentage, brokerage or contingent fee. 40. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 41. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision - making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 42. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 43. ASSIGNMENT - DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Contractor shall not sell, assign, transfer or convey this contract in whole, or part, without the prior written consent of the Purchasing Manager. 44. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations File 4 5739 EXHIBIT 3 under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 45. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre - printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 46. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 47. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision - making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 48. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising File 4 5739 EXHIBIT 3 from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 49. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 50. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 51. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 52. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City of Denton. 53. EQUAL OPPORTUNITY File 4 5739 EXHIBIT 3 A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 54. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty -free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. IOa - IOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 55. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. File 4 5739 EXHIBIT 3 56. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 57. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at http: / /www.dol.gov /whd/contracts /dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD- 2509). 58. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 59. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 60. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug -free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 61. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 62. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the File 4 5739 EXHIBIT 3 fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non - performance or delay in performance. 63. NON - WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 64. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 65. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFPBid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions File 4 5739 EXHIBIT 3 INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self- insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. File 4 5739 EXHIBIT 3 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 and $2,000,000.00 in aggregate shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. File 4 5739 EXHIBIT 3 • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $1,000,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $500,000 for each accident, $500,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. File 4 5739 EXHIBIT 3 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. File 4 5739 EXHIBIT 3 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, File 4 5739 EXHIBIT 3 and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on File 4 5739 EXHIBIT 3 the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self- Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. File 4 5739 EXHIBIT 3 EXHIBIT "E" CONFLICT OF INTEREST QUESTIONNAIRE (Attached) File 4 5739 EXHIBIT 3 City of Denton UP for "trucking Services ATTACHMENTE-CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other 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. -7 -,TPTw,,—on who has iii- business relationship with local governmental -entity. 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"' business day after the (late the :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 complete(] for each officer with whom the filer has an employment or other- business relationship as defined by Section 176.001(l -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named it) this section receiving or likely to receive taxable income, other than investment income, from the filer ofthe questionnaire? EJ Yes E:] No B. Is the tiler of the questionnaire receiving or likely to receive taxable income, other (.hall investment income, fi-orn or at the direction orthe local goveninient officer named in this section AND the taxable income is not received from the local governmental entity? Yes ED No C. Is the filer- of this questionnaire employed by a corporation or other- business entity with respect to which the local government officer serves as an officer- or director, or holds all ownership off 0 percent or more? ED Yes E--]No 1). Describe cacti affiliation or business relationship. - — — ------- -- no Conflict of Interest to disclose. 7101 71IS- - - --------- — ----- ---- Signature of'person doing business with tire governmental entity Date RIP 5739 - Main Document Page 18 of.'20 O V u Al 0 ho m "1% a) E ro Z Ln Ln a) C: co C: C: 0 a- aLn ) re 0 u. x ui V) m x rm-1 U Ln co 0 a) u M CL -Fa CL txo a U 0 4— wW txo a CL 0) M r- Ln CL LL I= -F- kD kD N E E a) c c 0 0 =3 0 0 -C .c C > > > =3 E a) -0 c =3 CY c c m m E E 0 0 -C -C 0 c 0 ct Ln "0 M .L 0 O. 0 (Y) Lr) Sri oo oo m tt-:� 0 CD " .2 0 0 a z 0 r_ 0 '73 m 75 0 r 0 Ol eo CL o !t i 0) 0 CL O E 5 0 Lr) oo 0 M 0 0 Z 0 CL S r 0) r .!: U5 (J 75 cr 0 *0 CL o = i 0) 0 CL O E c w a) a) a) 0 E r c 0 c 0 c 0 W 0. 0. a r c .r 0 W 0 _c c: =3 CD 0 E > v L 4, 0 0 x r On 0 = 0 0 0 Z 0 0 0 T ca CL rr 0 CD CC — = CL C CD 41 CD m E 0 > =3 LL E :6 CD c c CD E CL CD =3 > CD r .r =3 m CD E = 0 CL m CD m m E E E .0 E 0 G c c CD CL m =3 =3 CD 0 0 0 IL .a 0 cr n cr n < CL 0 :3 0 0 0 W CP -F- kD kD N E E a) c c 0 0 =3 0 0 -C .c C > > > =3 E a) -0 c =3 CY c c m m E E 0 0 -C -C 0 c 0 ct Ln EXHIBIT 3 MILLIGA-01 LBARBER ,A C_ w /YY ------- CERTIFICATE OF LIABILITY INSURANCE I Y) 2/4/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ------ ----- ---------- IMPORTANT: If ibe�_ce�ificate holder is an ADDITIONAL INSURED, the policy(ios) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificated not center rights to the certificate holder in lieu of such ondorsoment(s). CONTACT PRODUCER NAME: 0 Co , Tucker & Larrowe, Inc. PH N 0 FAX - 7726 Metairie, LA 70009-6646 0 P. a Box 6646 Arc, No, E.1): (504) 834-608 (A/C , Na): (504) 835 n. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Denton B Texas Street ACCORDANCE WITH THE POLICY PROVISIONS. 901 Denton, TX 76209 AUTHORIZED REPRESENTATIVE - - -------- 071988 -2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD INSURER(S) AFFORDING COVERAGE NAIL INSURER A: Liberty Insurance Corporation INSURED INSURER B: Liberty Mutual Fire Insurance Company Jagoe-Public Company INSURERC: J. Lee Milligan, Inc. P.O. Box 250 INSURER D: Denton, TX 76202-0250 INSURER E -INSURER COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BEI_15WHA\ii BEEN ISSUED TOTHE INSURED NAMED ABOVE FOR THE POLICY PERIOD" INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUAR I OF INSURANCE a6� __ _ ............ -_- POLICY EFF POLICY EXP LIM1TS MMqq1YYYyJ ---- ----------- A- A COM_._TYPE iER COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 I CLAIMS-MADE ( X OCCUR TE17291-463090-- DAMAGES( TO RENTED 10/0112014 10101/2015 300,000 PREMISES (Ea Occurrence) $ MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENT AGGREGATE Limrr APPLIES PER: GENERAL. AGGREGATE $ 2,400,00 POLJCY I X I PRO JECT LOC PRODUCTS - COMP/OP AUG $ �$ 2,000,000 OTTIER� ---------- -- AUTOMOBILE LIABILITY -------- - ----- COMBINED SINGLE LIMIT - $ 2,000,000 B X1 ANYA1 '0 AS2291-463090-034 (Ea accident), 10/01/2014 10/0112015 BODILY INJURY (Per person) $ �A OWNED Lf, 0 SCHEDULED AUTOS AUTOS (er ac n I BODILY INJURY (Poi accident) I) $ HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE $ (Per accident), X UMBRELLA LIAR X 'Cur, $ -- --------- EACH OCCURRENCE $ 8,000,000 A EXCESS LIAB TH7291-463090-044 10/0112014 10/0112016 AGGREGATE $ 8,000,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY /.NI 13 WC2291463090-014 - ff STATUTE ER F7 b [EA_ ----- ------ ANY PROPRIETOR /PARTNER /EXECUTIVE N/A /MEMBER EXCLUDED? (Y 10/01/2014 14/41/2415 EACH ACCIDENT $ 1,000,000 ,OFFICER (Mandatary In NH) , E.L. DISEASE - EA FMPILOYEEi $ 1,000,000 If yes, describe under ...... I'M -1 S .. .. ............. E L. DISEASE ICY LIMIT $ - 1000,000 . .......... ......... .. . .. .... ....... ....... ___ ... . ........... .. . ... ___ -------------- ----------- . ..... - DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached ff more space Is required) --- --- ----- ------ - ------ ________.___ ........... ---------- CERTIFICATE HOLDER . ..... .. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Denton B Texas Street ACCORDANCE WITH THE POLICY PROVISIONS. 901 Denton, TX 76209 AUTHORIZED REPRESENTATIVE - - -------- 071988 -2014 ACORD CORPORATION. All rights reserved. ACORD 26 (2014/01) The ACORD name and logo are registered marks of ACORD City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -177, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: March 3, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of precast concrete pull boxes for Denton Municipal Electric; and providing an effective date (RFP 5747- awarded to Oldcastle Precast, in the three (3) year not -to- exceed amount of $2,000,000). RFP INFORMATION This contract is for a three (3) year agreement to supply precast concrete pull boxes that provide subsurface enclosures in which Denton Municipal Electric (DME) can pull, route, splice connect, and terminate primary underground electrical cables. Pull boxes have similar functionality to manholes in that they provide subsurface space in which to perform the above tasks. Pull boxes are smaller in size than manholes and can be used in narrow easements, right -of -ways, and in locations where manholes cannot physically be placed. Pull boxes have torsion assist lids, which provide easier access to subsurface electrical facilities for field personnel than manually removing heavy cast -iron manhole lids. Since these items are carried in the Distribution Center working capital inventory, they are not taken to PUB for consideration. Requests for Proposals were sent to 42 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) proposals meeting specifications were received. The proposals were evaluated based upon published criteria including price, delivery timeframe, compliance with specifications, and indicators of probable performance. A Best and Final Offer was conducted which resulted in no changes to the offers. Oldcastle Precast was ranked the highest and determined to be the best value for the City of Denton. Optional pricing was offered by Oldcastle Precast for a "non- slip" surface material, which is included as a footnote on Exhibit 1. This pricing was added to the unit cost for evaluation purposes in order to compare both offers equally, however, this material will typically not be required. The non -slip material will be added to individual purchase orders when needed. RECOMMENDATION Staff recommends award to Oldcastle Precast, in the three (3) year not -to- exceed amount of $2,000,000. This amount includes a contingency with consideration for upcoming substation construction requirements. City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -177, Version: 1 PRINCIPAL PLACE OF BUSINESS Oldcastle Precast Mansfield, TX ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The items in this bid will be funded out of the Distribution Center working capital account and charged back to the using department. EXHIBITS Exhibit l: Evaluation/Ranking sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Brent Heath at 349 -7180. City of Denton Page 2 of 2 Printed on 2/27/2015 LA W X O m J a W N W v z O v Q v W a ( m�(T- a U U . U O. C N to U C U N Q _ O O C Z m Q O in a exo (1) C m -p U Q O_ U O O N O. ('00 0 0 O1 N o O O. 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L F O O O O O N EXHIBIT 2 ORDINANCE NO. 2015- AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE SUPPLY OF PRECAST CONCRETE PULL BOXES FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5747- AWARDED TO OLDCASTLE PRECAST, IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $1,500,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for precast concrete pull boxes for Denton Municipal Electric in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5747 Oldcastle Precast $2,000,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and ofthe submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. EXHIBIT 2 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 File 5747 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT 3 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND PRECAST CONCRETE PULL BOXES (5747) THIS CONTRACT is made and entered into this day of _ A.D., 2015, by and between OLDCASTLE PRECAST a corporation, whose address is 1100 HERITAGE PARKWAY, MANSFIELD, TX 76063, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP 45747 PRECAST CONCRETE PULL BOXES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A") (b) City of Denton's RFP 5747 (Exhibit 111311 on file at the office of the Purchasing Agent) (c) Form CfQ — Conflict of Interest Questionnaire (Exhibit "C"). (d) Supplier's Proposal. (Exhibit " "D " "), These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5747 EXHIBIT 3 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY Lot M, APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY M RFP 5747 Title:— 'S�\e- S 9'r I Q 0�1 -- -3ol3/g I �-qs5-)4- c) PHONE NUMBER n - 53- q 0c)? FAX NUMBER CITY OF DENTON, TEXAS BY: GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 3 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit D are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined quarterly from the award date. Should the change exceed or decrease a minimum threshold value of +/-I%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the Cities responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must submit or make available the manufacturers pricin sheet used to calculate the bid proposal, to participate in the escalation/de-escalation clause. Total Contract Amount The contract total shall not exceed $2,000,000. Pricing shall be per Exhibit D attached. RFP 5747 EXHIBIT 3 Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit D after receipt of the order. RFP 5747 EXHIBIT 3 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations, 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Conti-act. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be -final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5, TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City RFP 5747 EXHIBIT 3 only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order, 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection, 8, NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations Linder the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled RFP 5747 EXHIBIT 3 substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was Linder the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1.996 ("11R]RA.) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 el seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department, Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice iriust exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. RFP 5747 EXHIBIT The City will furnish utax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (3O) calendar days of the City's receipt ofthe deliverables mof the invoice being received io Accounts Puva6kendzcbeve,iokzter. B.If payment im not timely made, /per paragraph Aj; interest shall accrue on the unpaid balance at the lesser u[the rate specified iu Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall out accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial ebiynncnto or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice rnu1ohea the shipment or delivery. D. The City may withhold o« set off the entire payment or part o[ any payment otherwise due the Contractor to such extent as may be necessary on account of- i. delivery Vfdefective or non-conforming deliverables 6v the Contractor; ii. third party claims, vvbiub are not covered by the insurance which the Contractor is required to provide, are filed orreasonable evidence indicating probable filing nf such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, rno1oria|s or equipment; iv. damage to the property of the City urthe City's agents, crup|nycea or contractors, which ia not covered hy insurance required tnbnprovided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time apec{fiedio the Contract, and that the unpaid balance would not hn adequate tn cover actual or liquidated daruogco for the anticipated delay; vi. failure of the Contractor to submit proper iovViocy with purchase order number, with all required attachments and supporting documentation; or vii. failure ofthe Contractor to comply with any material provision of the Cnotroo1 Documents. B. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will bc made by check unless the parties mutually agree to payment by credit card mr electronic 1ruomfec of funds, The Contractor agrees that there shall be no additional charges, surcharges, or penalties tothe City for payments made by credit card or electronic funds transfer. [}. The awarding o[ continuation of this contract is dependent upon the availability offunding. The City's payment obligations are payable only and solely from funds Appropriated and available for this oVntruo1. The absence of Appropriated or other )xvvfu)]y available funds abu|| render the Contract null and void 10 the extent funds are not Appropriated or available and any deliverables delivered but uoyu(d shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an odcquo10 Appropriation for any fiscal year t0 pay the mououota due under the Contract, or the reduction of any Appropriation t0 mz amount inauffioiooti0 permit the City no pay its obligations Linder the Contract. lo the event of none or inadequate appropriation of funds, there will be no penalty nor reruVvu) fees obo/god to the City. 14. TRAVEL EXPENSES: All travel, lodging and per them expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated io the contract terms. During the RFP` 5747 EXHIBIT 3 term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A, The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Conti-actor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of I% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18, SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the RFP 5747 EXHIBIT Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor csocpt as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City uFany Subcontractor shall constitute n waiver of any rights or remedies of the City with respect tmdefective deliverables provided by aSub000trmo1nr. 1[a Plan has been approved, the Contractor is additionally required to submit monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day $f each month. B. Work performed for the Contractor by a Subcontractor shall hn pursuant to avvdtteo unotcoot between the Contractor and Subcontractor, The terms ofthe subcontract may not conflict with the tonnonfthe Contract, and shall omutuiu provisions that: i, require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent o[ the City and the Contractor. The City may require, ao a condition to such further subcontractin, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii, require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor inaoOfioiro1 time to enable the Contractor to include same with its invoice or application for payment to the City iu accordance with the terms nf the Contract; iv. require that all Subcontractors obtain and ozoiutuiu, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being unumcd insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless tnthe unmc extent as the Contractor is required to indemnify the City. C. The Contractor nho1| he fully responsible to the City for all uotn and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's ovvo ao1u and mooimnioou. Nothing in the Contract shall czcu1e for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation oo the part of the City to pay orto see to the payment o[ any moneys due any such Subcontractor except us may otherwise borequired by |ov/. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (lO) calendar days after receipt nf payment from the City. 19. : A. The Contractor warrants the prices quoted in the Offer are om higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The C0obootox certifies that the prices in the Offer have been arrived at independently vvi1boot consultation, onoloouuiou1iVo, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any arnounts owed to the Contractor, or otherwise recover, any onunuota paid for items in ezucsa of the Contractor's current prices on orders by wtkc,a for like deliverables under similar terms of purchase. 20. WARRANTY —TITLE: `Fhe Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and oimmr of all RFP 5747 EXHIBIT 3 liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21, WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned, A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source, E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor, The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery RFP 5747 EXHIBIT 3 of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform, In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the RFP 5747 EXHIBIT 3 Conti-actor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Conti-actor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest, If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to all adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and Subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a RFT 5747 EXHIBIT 3 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii, The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor, iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better, The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department RFP 5747 EXHIBIT 3 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below Occurrence limits for all applicable coverage's indicated within the Contract. xiv, The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed RFP 5747 EXHIBIT 3 delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901 B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code, 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark-, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing Such RFP 5747 EXHIBIT 3 information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments, The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39, PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40, ADVERTISING: The Contractor shall not advertise or publish, without the City's prior RFP 5747 EXHIBIT 3 consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action Lip to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44, INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit, The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity RFP 5747 EXHIBIT not aparty hereto; it being the intention of the parties that there are opthird party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out ofo breach of the Contract can bodischarged in whole or in part by u waiver or renunciation of the claim or right unless the waiver or renunciation is Sopnnd#d by consideration and is in writing signed by the aggrieved pudy, No waiver by either the Contractor or the City of any one or more events of default by the other party shall nperm10 as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether ofu similar nr different character. 47. MODIFICATIONS: The Contract can bc modified or amended only bvu writing signed by both parties. No pre-printed or minoiho 1#rn)s on any the Contractor invoice, order or other document obm)l have any force or effect to dzooge the terms, covenants, and conditions of the Contract. 48. The Contract is intended by the parties asa final, complete and exclusive statement of the terms of their agreconeot. No course of prior dealing betn/oco the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in u manner to be fair to both parties, reading no provisions more strictly ugniuu1 one party or the other, 0V6cuover ateoo defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the {JCC definition shall control, unless otherwise defined in the Contract, 44. DISPUTE RESOLUTION: A.Ifu dispute arises out ofor relates tothe Contract, m the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. [lovvevor, this section does not prohibit the fiUugofu lawsuit tV toll the running ofu statute of limitations or to seek injunctive relief. Either party may make uwd1ben request for u cnoctiog bctn'ecu representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at o ooiuioouzu, one (I) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate umosVluti0u of the dispute. lf, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by u written agreement signed by both parties, in which event the parties may proceed directly to mediation as described hu}ovv. B. If the e[R]dx to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) oo)eodmc days, u mediator trained in mediation skills to assist with resolution Vf the dispute. Should they choose this option; the City and the Cnu1ruo<or agree to act in good {bi1b in the selection of the mediator and to give consideration to qualified individuals oornion1cd to act as mediator. Nothing in the Contract prevents the parties from relying on the skills ofaperson who is trained in the subject matter oF the dispute or a contract interpretation expert. If the parties fail 10 agree on m noodiu1o, within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Z)eo1oo County Alternative Dispute Resolution Program (IJCAP). The parties agree to participate in mediation in good faith for tip to thirty (30) calendar days from the date of the first DFP5747 EXHIBIT 3 mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is rnade under and shall be governed by the laws of the State of 'Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, wrc.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54, NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties P,FP 5747 EXHIBIT that are suspended or debarred or whose principals are suspended or debarred from Federal, State, m City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its fiuo and its principals are not currently suspended ordebarred from doing business with the Federal Government, as indicated by the (3coezol Services Administration List of Pudica Excluded from Federal Procurement and Non-Procurement Programs, the State ofTexas, or the City o[Denton. 55. EQUAL OPPORTUNITY A. Equal lBmupbwnueot o#v: No Offeror, or Offerors agent, $be|| engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of or be otherwise subjected |o discrimination under any activities resulting from this RF(). B. Americans with Disabilities Act (A0)A) Compliance: No Offeror, or{)ffernr`» xgcu1, shall engage in any discriminatory oonp(nynoeot practice against individuals with disabilities as defined in the ADA, 56. BUY 8 (Applicable to certain yeduruOv funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (]) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such coats are paid to o domestic firm), and any applicable duty (whether or not a duty-free entry codifiouie is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (l) of this definition, plus allocable overhead costs, but excluding profit. Cost ofcomponents duos not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the o081 of its oocupnncu1s mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its u000pooeoLa. Components of foreign origin of the aacne class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available 0000nneroio) quantities of o satisfactory quality are treated as domestic. Scrap gcouro1od, collected, and prepared for processing in the United Stu1ue ia considered domestic. iv. "End product" zn#ann those articles, materials, and supplies to he acquired under the contract for public use, v. "Foreign end product" means mo end product other than a domestic end product. vi. "United Sim1eo" means the 50 States, the District ofColumbia, and outlying areas. B.Tbe Buy American Act (4| U.S.C. |0m- )Od)provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not ,o4iu1aiu a list of foreign m±io1cm that will be treated as domestic for this C0onuot; but will consider for approval foreign uriiu)ea as domestic for this product if the articles are on o list approved by another Onvecor000tul Agency. The Offeror ohu]| submit docuooeota1ioo with their Offer demonstrating that the article is on an approved Goveoonooutm1 RFP 5747 EXHIBIT 3 list. D. The Contractor shall deliver only domestic end'products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57, RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the Submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol,gov/whd/contracts/dbra.htm and at the Wage Deten-ninations, website www.wdoLggv for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the 'Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants, The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-Ts to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements, The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY- The Respondent shall be liable for all damages to government-owned, leased, or occupied property RFP 5747 EXHIBIT and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery mcartage company, in connection with any performance pursuant to the Contract. The Kempmudout shall opdf« the City of Denton Procurement Manager in writing 0f any such duonago within one (l) calendar day, 64. FORCE MAJRIUR]O: The City ofDenton, any Customer, and the Respondent shall not be ccnpuuSiblc for performance under the Contract should it be prevented from perfo/coouoc by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance ur observance ofthe requirements so affected for as long as such circumstances prevail and the Respondent omotiuucS to use oncncncruiu|ly reasonable cfD/da to r000zonoeoce pexfbonuocc or observance whenever and to whatever extent pnsaih/o without delay. The Respondent shall irunocdim1e|y notify the City of Deu1uo Procurement Manager hytelephone (to be coofizcnud in writing within five (5) calendar days of the inception of such onouococc) and describe at m reasonable level of detail the circumstances causing the non-performance or delay \operformance. 65, NON-WAIVER OF RIGHTS: Failure of Party to require performance by another 9ur1Y under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver o[ either Party's exercise or partial exercise ofany right or remedy under the Contract shall operate to limit, impair, preclude, cancel, vvmivc or otherwise affect such right or remedy. A waiver byo Party ofany breach of any term ot the Contract will not be construed oou waiver of any continuing ocsucceeding breach, 66, NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to 000a1dutc nvvuiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 07. RECORDS RETENTION: The Respondent shall ;rLuiu all financial records, supporting dV0000cn1s, a1o1iubpu| rccordx, and any other records or books relating to the performances ue|lod for in the Contract. The Respondent shall retain all such records for n period of four (4) ycm,e after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent 10 the Contract to tile CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should u conflict arise between any nf the contract documents, b shall be resolved with the 8dk/vvog order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents tnthe extent oy such conflict. I. Final negotiated opotraoi 2. RDPYBhdd000mmemtm 3. City's standard terms and conditions 4. Purchase order 5, Supplier terms and conditions RFP 5747 EXHIBIT 3 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local joovernmental entity 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 Nvho 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. 5ee Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176,006, Local Government Code, An offense under this section is a Class C misdemeanor. Name of person who has a business relationship with local governmental entity, 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'h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) Name at' local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a,), Local Government Code, Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? F� Yes E-1 No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received front the local governmental entity? F-1 Yes = No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? = Yes = No D. Describe each affiliation or business relationship. z I have no Conflict of Interest to disclose. _5j A Signature of person doing business with the governmental entity Date RFP 5747 EXHIBIT RFP 5747- Award Sheet for 3 YEAR CONTRACT FOR SUPPLY OF PRECAST CONCRETE PULL BOXES Delivery: first load (5 boxes) 28 days, balance one load per week Optional Pricing: l. Add $jy5 per 4x6 unit for Optional "Slip Not" Surface Wmeet .5O coefficient friction lo areas yubJectoo foot traffic. 2. Add $425 pet, 3x5 unit for Optional "Slip Not" Surface tnmeet .50 coefficient friction in areas aub�lcot to foot traffic. RFP 5747 Oldcastle Precast Mansfield, TX EST. COD Item Item ANNUAL UOM Product Description Extended QTY # Unit Price Price Substation Precast 5ft w/ Torsion Assist Lids and Cable Racks $ 3,780,00 302,400.00 go number offered above Precast Distribution Precast 2 30 EA 54070815 5ft w/ Standard H-20 Loading on Torsion Assist Lids and Cable Racks $ 3,780,00 $ 113,400.00 " /g, Ma Distribution Precast 3 6 EA 54070810 5ft w/ Optional Heavier Loading on Torsion Assist $ Lids and Cable Racks $ 4,130.00 24,780.00 Manu NINEPIN! number offered above 0 Kip Distribution Precast 4 10 EA 54070805 5ft w/ Standard H-20 Loading on Torsion Assist $ Lids and Cable Racks $ 2,535.00 25,35000 Manufacturer & Part Oldcastle number offered above Precast Distribution Precast 5 6 EA 54070800 5ft w/ Optional Heavier Loading on Torsion Assist $ Lids and Cable Racks $ 2,695.00 16,170.00 Ma Oldcastle Precast (60 Kip number offered above Doo r) Delivery: first load (5 boxes) 28 days, balance one load per week Optional Pricing: l. Add $jy5 per 4x6 unit for Optional "Slip Not" Surface Wmeet .5O coefficient friction lo areas yubJectoo foot traffic. 2. Add $425 pet, 3x5 unit for Optional "Slip Not" Surface tnmeet .50 coefficient friction in areas aub�lcot to foot traffic. RFP 5747 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -187, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Parks and Recreation CM/ ACM: John Cabrales Date: March 3, 2014 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas determining the public use, need, and necessity for the acquisition of fee title to properties described in the attached Exhibit "A" and located in and around the Township II area generally south and west of Colorado Blvd., south of Foxhollow, north and east of Angelina Bend Dr. and west of Valley Creek Rd., for park land; authorizing the City Manager and City Attorney, or their respective designees, to acquire the property including making initial and final offers, authorizing the use of the power of eminent domain to condemn the properties; and authorizing the City Attorney, or her designee, to file eminent domain proceedings, if necessary, and providing an effective date. (Township II Park Property Acquisition project: Greenbelt tracts 1, 2, and 4, Greenbelt North, Street, and West - Denton 68 Joint Venture [ID 15 -186]) BACKGROUND Citizen inquiries are documented starting in 1993, regarding the disposition of greenbelt tracts running from Colorado to just south of San Gabriel Drive. City staff has researched ownership and clarified the disposition of the ownership of four tracts, having presented findings to the City Council. The tract which was identified in a 2012 Keep Denton Beautiful group request is currently under contract by the City with Richland Plantation Partners Inc. Three tracts remain. Denton 68 Joint Venture (the "Joint Venture "), the entity which initially held fee ownership to the remaining tracts, was initially divested of title by foreclosure on February 3, 1987. The development loan foreclosure included our referenced Township II Greenbelt tracts I and 4. The foreclosing lender subsequently conveyed all platted lots, with the exception of the greenbelt lots, to a third party. Eighteen months later, by separate deed, the foreclosing lien holder deeded the severed greenbelt lots back to the original owner (the Joint Venture) on July 20, 1988. Tract 2, was Quit Claimed to the Joint Venture by the City of Denton on August 14, 1985, as the result of a decision not to extend San Gabriel Drive. Property appraisals have been acquired on the tracts, as well as a Phase I Environmental Site Assessment (ESA - 1). The appraisals for Tracts 1, 2 and 4 indicate an aggregate valuation of $54,600. (Gage and Associates LLC, effective date December 3, 2014). Approval of the subject ordinance authorizes staff to pursue the acquisition of the three remaining tracts identified for park land and acquire the property for public use, voluntarily, from the subject landowners prior to moving forward with the acquisition by eminent domain, in the event the owner(s) cannot be located. City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -187, Version: 1 OPTIONS 1. Adopt the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend adoption of the Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) September 17, 2013 - City Council Closed Session November 3, 2014 - City Council Closed Session FISCAL INFORMATION The overall Township II Park Property Acquisition project is being funded with 915 funds. Township II Park Acquisition Project 400013915.1365.30100 opened with a balance of $100,000. Purchase of Tract 3 (includes transaction cost) along with expenditures to date from this fund leave an available balance for the remainder acquisition at approximately $62,500. BID INFORMATION Not applicable EXHIBITS 1. Location Map 2. Ordinance Respectfully submitted: Emerson Vorel Director, Parks and Recreation Prepared by: LuAnne Oldham Real Estate Specialist City of Denton Page 2 of 2 Printed on 2/27/2015 LOCATION MAP EXHIBIT 1 K o , ,,, �1 ,,. OAK u -IBERIJIF, "a// ,, 1! Downtown Denton �. r IF' /���UU!� rI �rr l ly. ;. b e < rr, ' r y r �;.; fie r o,,, �l 111,,,,, „i ,] � � / 1, J E A "'LE l; df rl d R), f f r CD, r 1`11111 f f f p e r 1: z / l/ r «, m r r� pp p 1J,J! ;0 fr 1! � �� r /l s ., a „�. ..�.. -r ? Y �� l� i 1 °,,J1 r � i 1,1 i li � ; r�F'// (I C,,,, D II,,, Il �', II a r,,,,, ° S °,,,� -- Location DEER Ili,, FU IF '✓YMDG III," pr 6 C, q I it /oc —� �j o / r ' l� gnu ''r✓�J /,, �rj�r � nn I l °/I' 'f P iJ 1 W„ 1f I ,,,, I� _ ................. Township 11 W Greenbelt Tracts OF S 1,100 550 0 1,100 2,200 3,300 DENT 1' Exhibit 1 to the CC AIS Feet ORDINANCE 2015 - AN ORDINANCE OF THE CITY OF DENTON, TEXAS DETERMINING THE PUBLIC USE, NEED, AND NECESSITY FOR THE ACQUISITION OF FEE TITLE TO PROPERTIES DESCRIBED IN THE ATTACHED EXHIBIT "A" AND LOCATED IN AND AROUND THE TOWNSHIP II AREA GENERALLY SOUTH AND WEST OF COLORADO BLVD., SOUTH OF FOXHOLLOW, NORTH AND EAST OF ANGELINA BEND DR. AND WEST OF VALLEY CREEK RD., FOR PARK IJAND; AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY, OR THEIR RESPECTIVE DESIGNEES, TO ACQUIRE THE PROPERTY INCLUDING MAKING INITIAL AND FINAL OFFERS; AUTHORIZING THE USE OF THE POWER OF EMINENT DOMAIN TO CONDEMN THE PROPERTIES; AND AUTHORIZING THE CITY ATTORNEY, OR HER DESIGNEE, TO FILE EMINENT DOMAIN PROCEEDINGS, IF NECESSARY, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas, (the "City Council ") upon consideration of this matter, has determined that there is a public need and necessity for the health, safety, and welfare of the City of Denton, and the public at large, to acquire fee title to the properties described in the attached Exhibit "A" (which is incorporated herein for all purposes and is collectively referred to as the "Property "), which are located in the 'Township 1I area generally south and west of Colorado Blvd., south of roxhollow, north and east of Angelina Bend Dr. and west of Valley Creek Rd., within the City of Denton, Denton County, Texas for the purpose of, among other things, delivering park uses and opportunities for recreation for the Township II area including improved accessibility and neighborhood walkability ( "Township II Park Property Acquisition Project "); and WHEREAS, the City Council has further investigated and determined that there is a public need and necessity for the health, safety, and welfare of the City of Denton, and the public at large, to acquire fee title to the Property more particularly described in Exhibit "A" for such purposes as set forth above. WHEREAS, the City is required to make an initial offer as defined by and in compliance with Texas Property Code §21.0111 ( "Initial Offer ") and a bona fide offer, as defined by and in compliance with Texas Property Code §21.0113 ("Final Offer ") to acquire the Property for public use, voluntarily, from the subject landowners prior to moving forward with the acquisition by eminent domain; and WHEREAS, the City Council now deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON ORDAINS: Section I. The City Council finds and determines that the recitals made in the preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this ordinance as if copied in their entirety. Section 11. The City Council finds and authorizes acquisition of the Property, as more particularly described in Exhibit "A", for the public use and necessity as set forth above and for such purposes, as allowed by law, together with all necessary appurtenances, additions and improvements on, over, under, and through those certain lots, tracts or parcels of lands. Section 111. The City Council authorizes the City Attorney, or her designee, to negotiate for and to acquire the required property rights for the City, and to acquire said rights in compliance with State and any other applicable law. Moreover, the City Attorney, or designee, is specifically authorized and directed to do each and every act necessary to acquire the needed property rights including, but not limited to, the authority to negotiate, give notices, make written offers to purchase, prepare contracts, to retain and designate a qualified appraiser of the property interests to be acquired, as well as any other experts or consultants that she deems necessary for the acquisition process and, if necessary, to institute proceedings in eminent domain. Section IV. The City Manager, or designee, is appointed as negotiator for the acquisition of the needed property interests and, as such, the City Manager, or designee, is authorized and directed to do each and every act and deed hereinabove specified or authorized by reference, subject to the availability of funds appropriated by the City Council for such purpose. Further, the City Manager, or designee, is specifically authorized to establish the just compensation for the acquisition of the Property. Additionally, if the City Manager, or designee, determines that an agreement as to damages or compensation cannot be reached, then the City Attorney, or designee, is hereby authorized and directed to file or cause to be filed, against the owner(s) and interested parties of the needed property interests, proceedings in eminent domain to acquire the above-stated Property. Section V. This Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 193M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY I- BY: EXHIBIT "A" Parcel I BEING LOT 57, BLOCK A, of THE OAKS OF TOWNSHIP 11, to the City of Denton, Denton County, Texas, according to the Plat thereof recorded in Cabinet E, Page 13, Plat Records of Denton County, Texas. Together with Certificate of Correction filed April 24, 1985, recorded in Volume 1619, Page 587, and filed August 19, 1974, recorded in Volume 1652, Page 130, Real Property Records of Denton County, Texas and being further described as follows: Beginning for the most southerly northwest corner of this tract at an iron pin found in the east right-of-way of Angelina Bend Drive, the southwest corner of Lot 21, Block E of Township 11, Phase 1, recorded in Volume 9, Page 38, Plat Records, Denton County, Texas; Thence South 87 degrees 52 minutes 18 seconds East with south line of said Lot 21 a distance of 30.59 feet to an iron pin, found, for an inner ell corner of this tract; Thence North 02 degrees 09 minutes 15 seconds East with the east line of said Township 11 Phase 1, a distance of 641.19 feet to an iron pin, found, the northeast corner of Lot 14, and the Southeast corner of Lot 13, said Township 11 Phase I for an angle point of this tract; Thence North 09 degrees 01 minutes 10 seconds West with the east line of said Lot 13, a distance of 164.35 feet to an iron pin, found, the northeast corner of said Lot 13, same being the most southerly southeast corner of Lot 44, Block A of the Woodlands of Township 11, an addition to the City of Denton as shown by plat recorded in Cabinet E, Slide 16, Plat Records of Denton County, Texas; Thence North 26 degrees 28 minutes 44 seconds East with the common line between said Lot 57 and said Lot 44 a distance of 139.20 feet to an iron pin for an angle corner of this tract; Thence North 08 degrees 59 minutes 15 seconds East a distance of 100.86 feet to an iron pin for an angle corner of this tract; Thence North 00 degrees 47 minutes 21 seconds West a distance of 326.87 feet to an iron pin in the south right-of-way of Colorado Boulevard for the Northwest corner of the herein described tract; Thence Southeasterly with said right-of-way and a curve to the left having a radius of 592.49 feet (Chord bearing South 55 degrees 18 minutes 37 seconds East 151.95 feet) a distance of 152.37 feet to the end of said curve; Thence South 62 degrees 40 minutes 39 seconds East with the south right-of-way line of Colorado Boulevard a distance of 339.48 feet to an iron pin at the southwest corner of the intersection of Colorado Boulevard and Valley Creek Road; Thence with the west line of said Valley Creek Road, South 27 degrees 19 minutes 21 seconds West a distance of 80.00 feet to the northeast corner of Lot 1, Block A of said Oaks; 'Thence with the following (5) calls: North 62 degrees 40 minutes 39 seconds West 120.00 feet to the northwest corner of Lot 1; South 27 degrees 19 minutes 21 seconds West 251.19 feet; South 15 degrees 00 minutes 49 seconds West 388.66 feet; South 32 degrees 11 minutes 20 seconds East 36.80 feet;' EXHIBIT "A" South 74 degrees 59 minutes 11 seconds East 103.00 feet to the southeast corner of Lot 8 Block A, in the west line of Valley Creek Road; Thence South 15 degrees 00 minutes 49 seconds West with the west line of Valley Creek Road a distance of 50.00 feet to the northeast corner of Lot 9, Block A; Thence with the following (5) calls; North 74 degrees 59 minutes 11 seconds West 105.00 feet to the northwest corner of Lot 9; South 32 degrees 50 minutes 21 seconds West 81.67 feet; South 15 degrees 00 minutes 49 seconds West 71.92 feet; South 05 degrees 46 minutes 36 seconds West 342.69 feet; South 02 degrees 23 minutes 04 seconds East 236.74 feet to an iron pin in the north right- of-way of San Gabriel Drive for an inner ell corner of this tract and the beginning of a curve to the right having a radius of 796.95 feet (chord bearing North 87 degrees 01 minutes 29 seconds West, 118.88 feet); Thence northwesterly with said right-of-way and said curve a distance of 118.89 feet to an iron pin, for the end of said curve; Thence northwesterly with said right-of-way and a curve having a radius of 1076.82 feet (Chord bearing North 79 degrees 14 minutes 50 seconds West 133.22 feet) a distance of 133.31 feet to an iron pin found in the east right-of-way of said Angelina Bend Drive, for the most westerly southwest corner of this tract; Thence North 17 degrees 37 minutes 33 seconds East with said east right-of-way a distance of 89.69 feet to an iron pin for the beginning of a curve to the left having a radius of 820.49 feet (Chord bearing North 10 degrees 46 minutes 42 seconds East, 190.98 feet); Thence northeasterly with said right-of-way and said curve a distance of 191.39 feet to Point of Beginning and containing 6.458 acres of land. EXHIBIT 66A95 Parcel 2 All that certain tract or parcel of land situated in the R.H. HOPKINS, Survey, Abstract No. 1694, City and County of Denton, Texas, and being part of Township 11, Phase 2 and recorded in Volume 11, Page 14, Plat Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at the southwest corner of Lot 56, Block A, of the OAKS OF TOWNSHIP 11, as recorded in Cabinet E, Page 13, Plat Records; THENCE north 01' 34'05" west with the west line of said Lot 56 a distance of 130.0 feet to a corner at the POINT OF BEGINNING; THENCE northwesterly with a curve to the right which has a central angle of 08' 32' 05" a radius of 856.95 feet to an arc distance of 127.65 feet to a corner at a point of curve on curve; THENCE northwesterly with a curve to the right which has a central angle of 07' 37' 02" a radius of 1086.82 feet and an are distance of 144,487 feet to a corner; THENCE north 17' 37' 53" east a distance of 60.09 feet to a corner; THENCE southeasterly with a curve to left which has a central angle of 07' 26' 20" a radius of 1026.82 feet and an are distance of 133.315 feet to a point of curve on curve; THENCE southeasterly with a curve to the left which has a central angle of 08' 33' 17" a radius of 796.95 feet and an arc distance of 11 8.99 feet to a corner on the west line of said Lot 56; THENCE south 01 ' 18' 07" west with the west line of said Lot 56 a distance of 60.0 feet to the Point of Beginning and containing in all 0.361 acres of land EXHIBIT "A" Parcel 3 All that certain tract or parcel of land in the Mary Austin Survey, Abstract No. 4, and the R. 1-1. Hopkins Survey, Abstract No. 1694, Denton County, Texas, being all of Lot 44, Block A of the Woodlands of Township 11, an addition to the City of Denton, as shown by plat recorded in Cabinet E, Slide 16, Plat Records, Denton County, Texas and being further described as follows: Commencing at a found iron pin the the north right-of-way line of Piping Rock Lane, the southeast corner of Lot 15, Block E, Hopkins Hills Addition, replat, recorded in Cabinet A, Page 113, Plat Records, Denton County, Texas; Thence South 88 degrees 48 minutes 33 seconds East with the north right-of-way line of Piping Rock Lane a distance of 215.19 feet to a found iron pin at the northeast corner of the intersection of Piping Rock Lane and San Gabriel Drive; Thence South 01 degrees 32 minutes 04 seconds West with the east right-of-way line of San Gabriel Drive a distance of 50.0 feet to a found iron pin at the northwest corner of Lot 1, Block E, Township 11 Phase I as shown by plat recorded in Volume 9, Page 38, Plat Records, Denton County, Texas; same point being the Point of Beginning of the herein described tract; Thence North 01 degrees 32 minutes 04 East with the west line of said Lot 44, a distance of 166.52 feet to a found iron pin for the northwest corner of said Lot 44; Thence South 88 degrees 29 minutes 18 seconds East with a north line of said Lot 44, a distance of 509.58 feet to the southwest corner of Lot 39, Block A of said Woodlands; Thence North 84 degrees 41 minutes 03 seconds East with a north line of said Lot 44 and the south line of said Lot 39 a distance of 80.57 feet to a found iron pin for the southeast corner of said Lot 39; Thence South 88 degrees 50 minutes 26 seconds East with a north line of said Lot 44 a distance of 552.80 feet to a found iron pin for the northeast corner of said Lot 44, same being the southeast corner of Lot 43, Block A of said Woodlands, same also being a common corner with Lot 57, Block A, the Oaks of 'Township 11, as shown by plat recorded in Cabinet E, Slide 13, Plat Records, Denton County, 'Texas; Thence South 26 degrees 28 minutes 44 seconds West with the common line between said Lot 44 and Said Lot 57 a distance of 139.20 feet to a found iron pin for the most easterly southeast corner of said lot 44; Thence with the south line of Lot 44 and the north line of said Township 11 Phase I the following (6) calls; North 71 degrees 26 minutes 44 seconds West 67.90 feet to a found iron pin; North 83 degrees 33 minutes 43 seconds West 234.26 feet to a found iron pin; South 77 degrees 26 minutes 55 seconds West 239.99 feet to a found iron pin; South 80 degrees 30 minutes 12 seconds West 74.82 feet to a found iron pin; South 84 degrees 18 minutes 19 seconds West 145.88 feet to a found iron pin; North 88 degrees 54 minutes 13 seconds West 334.40 feet to the Point of Beginning and containing 3.384 acres of land. �011 I I N , Township 11 W-1 E Greenbelt Tracts S 250 125 0 250 500 750 e-11�t)l DENTON' City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -190, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: March 3, 2015 SUBJECT Consider adoption of an ordinance terminating Tax Increment Reinvestment Zone Number Three, City of Denton, Texas ( "Convention Center TIRZ "); authorizing the distribution of tax increment funds of the zone to taxing units participating in the zone in accordance with the Texas Tax Code; and providing an effective date. BACKGROUND Tax Increment Financing is a tool that local governments can use to publicly finance needed structural improvements and enhance infrastructure within a defined area in order to stimulate private development and redevelopment. An ad valorem valuation base is established in the first year, and the revenue from the increased valuation from subsequent years is allocated to TIRZ development. On June 17, 2014 the City of Denton adopted Ordinance 2014 -191, which created Tax Increment Reinvestment Zone Number Three (Convention Center TIRZ), set up a Tax Increment Fund and established a Board of Directors. The Zone is approximately 13 acres located on UNT Property adjacent to Apogee Stadium. The TIRZ was created to support a collaborative project between the City of Denton, O'Reilly Hospitality Management (OHM), O'Reilly Hotel Partners Denton (OHPD), and the University of North Texas to construct convention center facilities to meet community needs. The plan was for the Hotel and Restaurant to be OHPD funded and the Convention Center City funded. All of the necessary elements of the Convention Center project did not materialize as envisioned following the creation of the TIRZ. Per City Council direction, TIRZ Number Three should be dissolved due to insufficient private investment. Section 311.017(a) (1) of the Texas Tax Code grants the City the authority to terminate the zone. No funds have been captured in the Tax Increment Fund. RECOMMENDATION Staff recommends that the Denton City Council terminate TIRZ Number Three. PRIOR ACTION/REVIEW September 2011 - Received proposal from O'Reilly Hospitality Management (OHM). January 2012 - City, OHM and UNT reach non - binding agreement on guiding principles to negotiate a development agreement (the Memorandum of Preliminary Agreement). March 2012 - City and OHM meet with local hotel operators at the Quarterly Convention and Visitor Bureau City of Denton Page 1 of 3 Printed on 2/27/2015 File #: ID 15 -190, Version: 1 Hospitality Meeting to present the proposed project. May 2012 - City Council Work Session to receive overview of proposed project and meet with the prospective developer, Tim O'Reilly. December 2012 - City and OHM present proposed project to the DISD Trustees during a Trustee Meeting. March 2013 - City Council Work Session discussion and update on proposed project. September 2013 - City Council Work Session discussion and update on proposed project. October 2013 - City Council Work Session discussion and update on proposed project. November 19, 2013 - City Council Work Session discussion and review of development agreements. December 2, 2013 - Presentation of proposed project to joint City Council and DISD Board Trustees meeting. December 3, 2013 - Presentation of proposed project to Economic Development Partnership Board. December 3, 2013 - City Council Work Session discussion and review of development agreements. December 10, 2013 - The City Council approved the Master Development Agreement and related development and professional service documents. June 3, 2014 - Council work session on the creation of a TIRZ Number Three for the construction of a Hotel and Convention Center. June 17, 2014 - Council adopted Ordinance 2014 -191, which created Tax Increment Reinvestment Zone Number Three, set up a Tax Increment Fund and established a Board of Directors. August 5, 2014 - Work Session to provide an update on the process to design the convention center. August 19, 2014 - Discussion of convention center TIRZ project plan. September 19, 2014 - Work Session to provide an update on the design of the convention center October 6, 2015 - Work Session on the construction estimate October 14, 2015 - Work Session to provide an update on the convention center October 21, 2015 - Work Session to provide an update on the convention center November 4, 2014 - Council reviewed an Amendment to the Convention Center Professional Service Agreement December 10, 2014 Council held a Closed Session meeting on the project FISCAL INFORMATION No funds have been captured in the TIRZ Number Three Tax Increment Fund. City of Denton Page 2 of 3 Printed on 2/27/2015 File M ID 15 -190, Version: 1 EXHIBITS Termination Ordinance Respectfully submitted: Aimee Bissett, Director Economic Development Prepared by: Erica Sullivan, Economic Development Analyst Economic Development City of Denton Page 3 of 3 Printed on 2/27/2015 sAlegahour d0CL1ments\ordinances\1 5\denton - tirz 3 termination v Ldoc ORDINANCE NO. AN ORDINANCE TERMINATING TAX INCREMENT REINVESTMENT ZONE NUMBER THREE, CITY OF DENTON,TEXAS (CONVENTION CENTER TIRZ); AUTHORIZING THE DISTRIBUTION OF TAX INCREMENT FUNDS OF THE ZONE TO TAXING UNITS PARTICIPATING IN THE ZONE IN ACCORDANCE WITH THE TEXAS TAX CODE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on June 17, 2014 the City Council of the City of Denton, Texas (the "City Council") adopted Ordinance No. 2014-191 designating Tax Increment Reinvestment Zone Number Three, City of Denton, Texas, generally referred to as the Convention Center TIRZ (the "Zone") pursuant to Chapter 311, Tax Increment Financing Act, Texas Tax Code, (the "Act"); and WHEREAS, the Zone was created to help finance the construction of a Convention Center Facility within the boundaries of the Zone as described in Exhibit "A" attached hereto; and WHEREAS, Ordinance No. 2014-191 provides that the Zone will expire on the earlier of December 31, 2044 or at an earlier time designated by subsequent ordinance of the City Council in the event the City determines that the Zone should be terminated due to insufficient private investment, accelerated private investment or other good cause, or at such time as all prqject costs and tax increment bonds, if any, and the interest thereon, have been paid in full; and WHEREAS, since the Zone was created, there has been insufficient private investment; and WHEREAS, accordingly the City Council finds that the need for the Zone, as stated in Ordinance No. 2014-191, no longer exists; and WHEREAS, in accordance with Section 311.017(a)(1) of the Texas Tax Code, the City Council wishes to terminate the Zone; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. After reviewing all information before it regarding the Zone, the City Council hereby makes the following findings of fact: 1.1. The statements and facts set forth in the recitals of this Ordinance are true and correct. 1.2. In accordance with Section 311.017(a)(1) of the Texas Tax Code and Section 5 of Ordinance No. 2014-191, the City Council has authority to terminate the Zone on an earlier date than the stated termination date. 'The procedural requirements of Section 311.007(c) of the Texas 'Tax Code apply only to instances in which there is a desire to extend the termination date of a tax increment reinvestment zone. Page I of 2 Ordinance'ferniinating'FIRZ #3 City of Denton, Texas sAlegal\our documents\ordinances\1 5\denton - tirz 3 termination v Ldoc SECTION 2. The City Council hereby terminates Tax Increment Reinvestment Zone Number Three, City of Denton, Texas. SECTION 3. The City Council hereby directs the City Manager or his authorized designee promptly to distribute all monies in the 'Fax Increment Fund of the Zone to the taxing units participating in the Zone, including the City, in proportion to the respective amounts of deposits made by such taxing units during the term of the Zone. SECTION 4. 'That this Ordinance shall become effective immediately upon its passage and approval. 2015. PASSED AND APPROVED this the day of CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ro-W APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 of 2 Ordinance Terminating TIRZ #3 City of Denton, Texas City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -204, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM /ACM: Jon Fortune DATE: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City Council of Denton, Texas authorizing the City Manager to execute "Project Utility Adjustment Agreement (Developer Managed) 35E -U- 0503" form TXDOT- DA -U -35- DM-IH 35E; facilitating and authorizing the relocation of water and wastewater utilities for the Interstate Highway 35 project, in substantial conformity with the attached Texas Department of Transportation agreement, with the developer, AGL Constructors, which is a consortium composed of Archer Western Contractors, LLC, Granite Construction Co. and The Lane Construction Company; and the Texas Department of Transportation; authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND AGL Constructors (AGL) is currently widening and improving IH35E for the Texas Department of Transportation ( TxDOT) in various stages from Interstate 635 in Dallas to US Highway 380 in Denton. As part of that effort, AGL is responsible for all phases of detailed design, right -of -way (ROW) and easement acquisitions, utility relocations and roadway construction. AGL has been interfacing with all of the municipalities and various utility providers along the entire corridor in order to coordinate their design efforts and the accommodation of the utilities along the highway. As an agent for TxDOT, AGL has been negotiating with the utility providers to either relocate their assets out of the widened ROW into easements or by providing space for them within the highway's utility accommodation zone, depending on the existing locations of the utilities prior to the IH35E Managed Lanes project. The mechanism by which AGL facilitates this work with a municipality is a Project Utility Adjustment Agreement (PUAA). A PUAA can be set up so that the affected utility provider designs and constructs the necessary relocations or so that the "Developer" (AGL in this case) provides this service. In either case, utility relocations and adjustments are reimbursable through AGL's contract with TxDOT since IH35E is on the interstate highway system, including the provision of new easements to replace existing easements where necessary and applicable. The IH35E Managed Lanes project has varying effects on Denton Water Utilities, depending on the phase or location along the corridor. For instance, south of FM 2181 in Corinth the highway is being fully improved to its anticipated ultimate condition or capacity. North of FM 2181 through US Highway 380 in Denton the highway is mainly being improved to an interim level with rebuilt lanes, additional general purpose lanes, replaced bridge decking, ramp adjustments and some frontage road modifications. The primary exception to the interim improvements scenario through Denton is the bridge at North Texas Boulevard with its associated City of Denton Page 1 of 3 Printed on 2/27/2015 File #: ID 15 -204, Version: 1 ROW and utility adjustments, which will be placed in the ultimate or end condition (no real way to add the main lane capacity without installing the full interchange at this location). Denton Water Utilities has a number of assets along the IH35E corridor which will be impacted by both the ultimate roadway improvements (the raw water lines from Lake Lewisville and water distribution and wastewater collection lines in the areas around North Texas Boulevard) and the interim roadway improvements (water distribution and wastewater collection lines between Post Oak Road and US Highway 380. The most significant of these assets are the 27 -inch and 30 -inch raw water lines from the intake on Lake Lewisville that cross IH35E in Hickory Creek and Lake Dallas. These reinforced concrete pipelines were constructed in 1955 and 1975, respectively. The raw water lines are a critical piece of the Water Department's infrastructure, routing raw water from the Lake Lewisville intake to the Lake Lewisville Water Treatment Plant which provides roughly 50% of the City of Denton's finished water supply. AGL has been working with staff to devise relocation plans for the raw water line crossings on IH35E to avoid conflicts with storm drain lines and a new bridge at Oak Drive in Hickory Creek. The Water Department has placed restrictions on the period of time in which tie -ins can be made and shut downs on the raw water lines can be tolerated, essentially requiring that no more than one line can be taken out of service at a time and that all tie -ins must be completed no later than April 1st. As a result of difficulties in staging the raw water line relocations such that the work can be completed prior to April 1, 2015, AGL has proposed that they be allowed to initially install what amount to sacrificial in -line valves on the existing lines (total of four 30 -inch gate valves installed on the existing raw water lines that will allow them to be isolated when the new line is installed and activated) and stub -outs with new valves (four additional 30 -inch gate valves) for relocated crossings to be installed later. This interim solution will allow the relocated lines to be placed and tied -in to the existing lines without an interruption in the raw water supply to the plant. The PUAA attached hereto as Exhibit 1 will serve as the base agreement between the City of Denton and AGL for all utility adjustments associated with the IH35E Managed Lanes project. The initial agreement is for the installation of the sacrificial valves and tie -in stub -outs only, with the actual raw water line relocations and other utility adjustments to water and wastewater lines being added later as supplemental addenda to the agreement. The total anticipated cost of the work to install the sacrificial valves and tie -in stub -outs is $329,435.10, all of which is payable by AGL Constructors at TxDOT's expense (no cost to the City). OPTIONS 1. Approve Project Utility Adjustment Agreement (PUAA) 35E -U -0503. 2. Reject Project Utility Adjustment Agreement (PUAA) 35E -U -0503. RECOMMENDATION Staff recommends approval of Project Utility Adjustment Agreement (PUAA) 35E -U -0503 between the City of Denton and AGL Constructors in the amount of $329,435.10 for the adjustment of City of Denton facilities located within the IH35E Managed Lanes corridor. Subsequent adjustments to amend this base PUAA to include actual line relocations and other utility adjustments will be brought before PUB and City Council as they are developed. ESTIMATED SCHEDULE OF PROJECT Complete by April 2015 PRIOR ACTION/REVIEW (Council, Boards, Commissions) N/A City of Denton Page 2 of 3 Printed on 2/27/2015 File M ID 15 -204, Version: 1 FISCAL INFORMATION All costs associated with the installation of the sacrificial valves and tie -in stub -outs for the 27 -inch and 30 -inch raw water lines included in the base PUAA in Exhibit 1 will be borne in total by AGL Constructors. BID INFORMATION N/A EXHIBITS 1. Ordinance 2. Project Utility Adjustment Agreement (PUAA) 35E -U -0503 Respectfully submitted: Frank G. Payne P.E. City Engineer City of Denton Page 3 of 3 Printed on 2/27/2015 ORDINANCE NO. 2015- AN ORDINANCE OF THE CITY COUNCIL OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE "PROJECT UTILITY ADJUSTMENT, AGREEMENT (DEVELOPER MANAGED) 35E -U- 0503" FORM TXDOT- DA- U- 35 -DM -IH 35 E; FACILITATING AND AUTHORIZING THE RELOCATION OF WATER AND WASTEWATER UTILITIES FOR THE INTERSTATE HIGHWAY 35 PROJECT, IN SUBSTANTIAL CONFORMITY WITH THE ATTACHED TEXAS DEPARTMENT OF TRANSPORTATION AGREEMENT, WITH THE DEVELOPER, AGL CONSTRUCTORS, WHICH IS A CONSORTIUM COMPOSED OF ARCHER WESTERN CONTRACTORS, LLC, GRANITE CONSTRUCTION CO. AND THE LANE CONSTRUCTION COMPANY; AND THE TEXAS DEPARTMENT OF TRANSPORTATION; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE." WHEREAS, the Interstate Highway 35 East widening project (the "Project ") involves and flows through the City of Denton, Texas ( "City); the Project entails, among other things, the relocation of water and wastewater utility facilities and infrastructure owned by the City; and WHEREAS, pursuant to a "Comprehensive Development Agreement" ( "CDA ") which has been previously entered into by and between the Texas Department of Transportation ( "TxDOT ") and the Developer; the Developer has undertaken the obligation to design, construct, and potentially maintain the Project, which includes the removal, relocation, or other necessary adjustment of existing utilities facilities and infrastructure that are impacted by the Project; and WHEREAS, by the Project Utility Adjustment Agreement ( "PUAA ") to be entered into by and between the City and the Developer, and to be approved by TxDOT, such agreement provides for the adjustment of certain water and wastewater utilities owned and operated by the City; and WHEREAS, should it become necessary to modify the PUAA to further add to or adjust the City's water and wastewater facilities and infrastructure, the City and the Developer must enter into a Utility Adjustment Amendment ( "Amendment to PUAA "), which covers adjustments not covered under the original PUAA, to provide for the terms and conditions which are required by such Amendment to PUAA; and WHEREAS, the City Council finds that this ordinance is in the public interest and accordingly; NOW THEREFOR THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1., The recitations contained in the Preamble to this ordinance are hereby incorporated by reference into this Ordinance. SECTION 2. The City Manager, or his designee'is hereby authorized to execute Project Utility Adjustment Agreement (PUAA) 35E -U -0503 for water and wastewater facilities and infrastructure relocations for the Interstate Highway 35 Project, with the Developer, AGL Constructors, LLC; such Agreement to be approved by the Texas Department of Transportation, in substantially the form of the Agreement attached hereto as Exhibit "A" ( "PUAA ") which is incorporated herein by reference. SECTION 3. The City Manager, or his designee is hereby authorized to expend funds as provided for in the attached "Project Utility Adjustment Agreement," at the time these documents are executed, delivered and approved. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the , day of ... .........�............�.�...__. �� �� 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I= APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY d Y� /ly f t City of Denton Utility Assembly 35E -U -0503 For Project Utility Adjustment Agreement 35E -U -0503 (Conflict ID 503 -001 & 503 -002) IH35E From FH 635 to US 380 Water & Wastewater Relocation Segment 3 Utilitym,Owner Copy Table of Contents Utility Assembly Agreement 35E -U -0503 1.) Transmittal Memo 2.) Utility Assembly Checklists - Utility Adjustment Checklist - UM No Conflict Sign -Off Form - UDC No Conflict Sign -Off Form 3.) Executed Project Utility Adjustment Agreement "Exhibit A" - Utility Adjustment Plans & Specifications - Utility Adjustment Cost Estimate 4.) Utility Adjustment Agreement Amendment (UAAA) (Not Applicable) "Exhibit B" 5.) Utility Joint Use Acknowledgment (UJUA) "Exhibit C" 6.) Statement Covering Construction Contract Work (Developer Managed) (if applicable) 7.) Affidavit of Property Interest (if applicable) 8.) Quitclaim Deed (if applicable) 9.) Right of Way Map January 22, 2015 Mr. Don Toner SR/WA North Texas CDA Program Lead TxDOT — Strategic Projects Division 3301 W. Airport Freeway, Ste 100 Bedford, Texas 76021 817 - 508 -7654 Fax 817- 685 -7561 RE: Project Utility Adjustment Agreement (PUAA), 35E -U -0503, City of Denton, CSJ -R No. 0196- 01 -097, CSJ -C No. 0196 -01 -096 Limits: From North End of Lake Lewisville Bridge To FM 2181 South in Corinth Dear Mr. Toner, AGL Constructors would like to submit this Project Utility Adjustment Agreement (PUAA) Assembly 35E -U -0503 for your approval. This Assembly Package is for adjustment of City of Denton facilities located within the IH35E Managed Lanes corridor. Based on review of existing city facilities located within the limits of the attached plan set, AGL has analyzed the following raw water lines to conflict with the proposed IH 35E widening: Adjustment of Conflict ID 503 -001: The relocation of Conflict ID 503 -001 under this PUAA shall consist of the installation of approximately 60 If. of 30" RCPP and 4 30" resilient wedge gate valves at approximately ML Station 1456 +97 and 1456 +35. The proposed 30" raw water valves and pipes are being installed because the existing 30" raw water line conflicts with the proposed widening of IH 35E. The valves are being installed prior to the remaining relocation to avoid an outage of raw water during the peak flow season. The Tee and additional valves will provide an easily accessible tie in point for the proposed crossing and will allow City of Denton to maintain raw water flow. Two 30" valves and a tee will be installed on both the southbound and northbound sections. A UAAA with the remaining relocation for conflict 503 -001 crossing IH35E will be submitted at a later date. Adjustment of Conflict ID 503 -002: The relocation of Conflict ID 503 -002 under this PUAA shall consist of the installation of approximately 150 If. of 30" RCPP, 4 30" resilient wedge gate valves and 4 30" to 27" eccentric reducers at approximately ML Station 1468 +72 and 1473 +45. The proposed 30" raw water valve and pipes are being installed because the existing 27" raw water line conflicts with the proposed widening of IH 35E. The valves are being installed prior to the remaining relocation to avoid an outage of raw water during the peak flow season. The Tee and additional ri RE: Project Utility Adjustment Agreement (PUAA), 35E -U -0503, City of Denton, CSJ -R No. 0196- 01 -097, CSJ -C No. 0196 -01 -096 Limits: From North End of Lake Lewisville Bridge To FM 2181 South in Corinth valves will provide an easily accessible tie in point for the proposed crossing and will allow City of Denton to maintain raw water flow. Two 30" valves and a tee with two 30" to 27" reducers will be installed on both the southbound and northbound sections. A UAAA with the remaining relocation for conflict 503 -002 crossing IH35E will be submitted at a later date. The City of Denton has opted for no upgrades to this portion of the relocation so no betterment is included in this PUAA. 100% of the cost for this adjustment fall within Right of Way CSJ 0196 -01- 097 and the total estimate is $329,435.10. The current schedule for work under this PUAA is set to begin on or about February 19, 2015 with substantial completion identified to be prior to March 1, 2015 We respectfully recommend your approval of this Project Utility Adjustment Agreement (35E -U- 0503) as submitted. If you have any questions or require additional information, please contact me through the information provided below. Sincerely, Signed: Rich Krog,,, ._ AGL Utility Manager 1.214.483.7633 (Direct) 1.512.207.0782 (Mobile) Email: rkrog@ltraengineers.com Cc: AGL Document Control FW I1435- Checklist Rev. 11/2012 Page 1 of 4 TxDOT UTILITY ADJUSTMENT CHECKLIST (To be included with submittal) U -No.: 35E -U -0503 Utility Owner Name: City of Denton County: Denton Jurisdictions: 0196 -01 -097 Estimated Dollar Amount of Utility Adjustment/Cost to Developer: $329,435.10 ROW CSJ No.: 0196 -01 -097 Construction CSJ No.: 0196 -01 -096 Section or Segment Number: Segment 3 ® Actual Cost or ❑ Lump Sum (Check one) Federal -Aid ROW Project No.: 1M 0356 (438) Alternate Procedure Approval Date: September 4, 2013 Highway Station Limits (To & From): IH35E — Segment 3: ROW CSJ 0196 -01 -097 From: North End of Lake Lewisville Bridge To: FM 2181 South in Corinth Description /Scope of Work: Adjustment Utility Lines 503 -001 & 503 -002: The relocation of Conflict ID 503- 001 and 503 -002 under this PUAA shall consist of the installation of approximately 210 If. of 30" RCPP, 8 30" resilient wedge gate valves and 4 30" to 27" eccentric reducers at approximately ML Station 1456 +97, 1456 +35, 1468 +72 and 1473 +45. 1. Yes ® No ❑ N/A ❑ Approved & current ROW Maps on file with TxDOT? 2. Yes ® No ❑ N/A ❑ Is the Utility Adjustment within the Facility ROW limits or directly related to work required within Facility ROW limits? 3. Yes ® No ❑ N/A ❑ Are explanations and clarifications included in the transmittal to describe unique conditions affecting the Utility? 4. Yes ® No ❑ N/A ❑ Have (3) identical originals of the Utility Assembly with plans been submitted, of which one original should be color - coded? If 1H35- Checklist Rev. 11/2012 Page 2 of 4 5. Yes ® No ❑N /A ❑ Has the Developer's Utility Design Coordinator located on the plans the major items of material listed on the estimate by scaling or stationing? 6. Yes ® No ❑ N/A ❑ Have the existing and proposed Utility facilities been plotted on the ROW map and attached with this submission? 7. Yes ® No ❑ N/A ❑ Have the Utility Adjustments been designed for the Proposed Configuration? 8. Yes ® No ❑ N/A ❑ Has the Utility Owner signed the plans for a Developer Managed PUAA (DM)? 9. Yes ❑ No ❑ N/A ® Has the Utility Owner signed the plans for an Owner Managed (OM) PUAA that allows for the Developer to design for the Utility Adjustment? 10. Yes ❑ No ❑ N/A ® If the agreed sum method has been marked, has a detailed, itemized estimate and matching plans been provided? 11. Yes ® No ❑ N/A ❑ Is the Utility consultant - engineering contract reviewed and approved by the Developer's Utility Manager (UM)? 12. Yes ® No ❑ N/A ❑ Are all forms submitted complete and correct for the situation /circumstance of the Utility Adjustment? 13. Yes ❑ No ❑ N/A ® Has the Statement Covering Utility Construction Contract Work (TxDOT Form ROW -U -48) been submitted for work completed by an owner - managed contractor? 14. Yes ® No ❑ N/A ❑ Is the Utility Assembly folded so as to fit into an 8.5" x 11" file? 15. Yes ❑ No ® N/A ❑ Are any of the proposed Utility facilities installed longitudinally inside the control of access, excluding areas near ramp terminals? 16. Yes ❑ No ❑ N/A ® Has Barlow's Formula information been submitted for unencased high - pressure pil clines? The following information is required to complete Barlow's formula =Yield Strength, " "all thickness =z t, Outside Diameter = D, Design Factor = l". Maxinium Operating Pressure must also be given and compared to the pressure calculated with Barlow's. The Barlow calculation must be shown with the submission. 17. Yes ❑ No ❑ N/A ® if the pipeline is unencased, is there adequate coating, wrapping and cathodic protection? 1H35- Checklist Rev. 1 l /2012 Page 3 of 4 18. Yes ❑ No ❑ N/A ® Are replacement Utility ROW charges justified and supported? 19. Yes ❑ No ❑ N/A ® If yes to #18, is an affidavit and an ownership instrument (i.e. easement, license or deed) included? 20. Yes ® No ❑ N/A ❑ Do Utility Adjustment plans demonstrate Utility Accommodation Rules compliance, including minimum depth of cover from proposed grade and casing requirements? 21. Yes ®No ❑ N/A ❑ Is the proposed Utility Adjustment shown on the plans with stationing and offsets from centerline, edge of pavement, or ROW lines? 22. Yes ® No ❑ N/A ❑ Are backfill requirements met? 23. Yes ❑ No ❑ N/A ® Is a schedule of work provided by /required of the Utility Company if the Utility Adjustment is large and complex? 24. Yes ❑ No ❑ N/A ® Is a Betterment credit applicable? 25. Yes ❑ No ❑ N/A ® If yes to #24, is the credit calculated and applied properly? 26. Yes ❑ No ❑ N/A ® Is accrued depreciation credit applicable? 27. Yes ❑ No ❑ N/A ® If accrued depreciation is applicable, is credit applied properly? 28. Yes ❑ No ❑ N/A ® Is salvage credit applicable? 29. Yes ❑ No ❑ N/A ® If salvage credit applicable, is the credit applied properly? 30. Yes ® No ❑ N/A ❑ Are overheads and loadings checked for reasonableness? 31. Yes ® No ❑ N/A ❑ Are cost estimate extensions checked? 32. Yes ❑ No ❑ N/A ® Is a correct & recorded Quitclaim Deed (TxDOT Form ROW -N- 30) submitted, if required? 33. Yes ® No ❑ N/A ❑ Has a recommendation for approval been stated on the transmittal memorandum? 34. Yes ® No ❑ N/A ❑ Is the Utility Adjustment in only one jurisdiction? 35. Yes ❑ No ❑ N/A ® If the Utility Adjustment is in more than one jurisdiction, have the percentages in each jurisdiction been detailed in the transmittal memorandum? 1H35- Checklist Rev. 11/2012 Page 4 of 4 36. Yes ® No ❑ N/A ❑ Are the sign -off forms attached? 37. Yes ® No ❑ N/A ❑ Have the plans for the Utility Adjustment been sealed by a Registered Professional Engineer? Prepared by: �r Utility N CSIgn Coo a itor Approved by: Utility Mall, . p. �„ ......... Recommended for Approval by: Date: /- Z 3 —2.V1 S— Comments: • Utility Manager: Date plans received: Utility Company: Assembly "U" number: Type of Utilities: Date on Utility's plans: Developer's Utility Manager Utility No Conflict Sign -Off Form Rlch Krog 1123115 6 ,0i Den ton- ............. 35E -U -0508 .w. Raw e 5 Raw ter Lines l e��,.,�,a� ......_ .___ _._w._ . ............. .. ....��.��.. .� ....�� No. of sheets in Utility's plans: _1.4 I, the Utility Manager (UM) working on behalf of the Developed- (AGL) certify that a review of the above referenced Utility plans concerning the proposed highway improvements on the IH 36 Managed lanes has been completed and have not identified any conflicts between the Utility's proposed relocation and any existing andlor proposed Utilities. The proposed Utility plans conform to Title 43, Texas Administrative Code, Section 21.31 — 21.56 of the Utility Accommodation Rules. Check box if there are any areas of concern and insert comments below: Print Name: (Utility Manager UM) Rion Krog Mato; / Sign Name; (UM) 0 Print Name: (Utility Design Coordinator — UDC) Joseph Murpny Itw1t1.: Sign Name: (UDC) Utility Coordination Firm Name: NMI This form must be completed /signed and included in each Utility Assembly submitted to the Texas Department of Transportation. Developer's Utility Design Coordinator Utility No Conflict Sign -Off Form Utility Design Coordinator: Joseph Murphy Date plans received: 5 Utility Company: a....!L mon �.... Assembly "U" number: 35E-U-0503 Type of Utilities: _ _ . �r�sna�.__.._ No. of sheets in U Raw water uo ®S Date on Utility's plans: tility's plans m14, .,,.a I, the Utility Design Coordinator (UDC) on behalf of the Developer (AGL ) certify that a review of the above referenced Utility plans concerning the proposed highway improvements on the IH 35 Managed Lanes has been completed and have not identified any conflicts between the Utility's proposed relocation and any design features. Design features include but are not limited to pavement structures, drainage facilities, bridges, retaining walls, traffic signals, illumination, signs, foundations, duct /conduit, ground boxes, erosion control facilities, water quality facilities and other Developer- Managed Utilities. Any design changes to the IH 35 Managed Lanes roadway after the signing of this form will be coordinated through the Developer's Utility Manager and the affected Utility Owner. ❑ Check box if there are any areas of concern and insert comments below: Print Name: (UDC) Joseph Murphy ...�_._ w . D ate: Utility Design Coordinator (UDC) Sign Name: (UDC) Utility Coordination Firm Name: QTR+ XIM This form must be completed /signed and included in each Utility Assembly submitted to the Texas Department of Transportation. Texas Department of Transportation Form TxD0T- DA- U- 35 -DM -IH 35E Page 1 of 15 Rev. 06/13 County: Denton ROW CSJ No.: 0196 -01 -097 Const. CSJ No.: 0196 -01 -096 Highway: IH35E Limits: From North End of Lake Lewisville Bridge To: FM 2181 South in Corinth Fed. Proj. No.: IM 0356 (438) PROJECT UTILITY ADJUSTMENT AGREEMENT (Developer Managed) Agreement No.: 35E -U -0503 THIS AGREEMENT, by and between AGL Constructors, hereinafter identified as the "Developer ", and the City of Denton, hereinafter identified as the "Owner" or "Utility ", is as follows: WITNESSETH WHEREAS, the STATE OF TEXAS, acting by and through the Texas Department of Transportation, hereinafter identified as "TxDOT ", is authorized to design, construct, operate, maintain, and improve turnpike projects as part of the state highway system throughout the State of Texas, all in conformance with the provisions of Chapters 201, 203, 222, 223, 224, and 228 Texas Transportation Code, as amended; and WHEREAS, TxDOT proposes to construct a toll project identified as I_35E Managed Lanes (the "Project "); and WHEREAS, pursuant to that certain Development Agreement by and between TxDOT and the Developer with respect to the Project (the "DA "), the Developer has undertaken the obligation to design, construct, finance, operate and maintain the Project and adhere to all requirements in the DA; and WHEREAS, the Developer's duties pursuant to the DA include causing the relocation, removal or other necessary adjustment of existing utilities impacted by the Project (collectively, "Adjustment "), subject to the provisions herein; and WHEREAS, the Project may receive Federal funding, financing and /or credit assistance; and WHEREAS, the Developer has notified the Owner that certain of its facilities and appurtenances (the "Owner Utilities ") are in locational conflict with the Project (and /or with the "Ultimate Configuration" of the Project), and the Owner has requested that the Developer undertake the Adjustment of the Owner Utilities as necessary to accommodate the Project (and the Ultimate Configuration) and Owner agrees that the "Project" will be constructed in accordance with §203.092, Texas Transportation Code, as amended, Rule 21.23 of Title 43 Tex. Admin. Code, and 23 CFR 645 Subpart A (Utility Relocations, Adjustments and Reimbursement); and WHEREAS, the Owner Utilities and the proposed Adjustment of the Owner Utilities are described as follows: The relocation of Conflict ID 503 -001 and 503 -002 under this PUAA shall consist of the installation of approximately 240 If. of 30" RCPP, 8 30" resilient wedge gate valves and 4 30" to 27" eccentric reducers at approximately ML Station 1456 +97, 1456 +35, 1468 +72 and 1473 +45; and 03 Form TxD0'r- DA- U- 35 -DM -IH 35E Rev No DA Blank FGP 012215.doexDenion Texas Department of Transportation Form TxDOT- DA- U- 35 -DM -IH 35E Page 2 of 15 Rev. 06/13 WHEREAS, the Developer and the Owner recognize that time is of the essence in completing the work contemplated herein; and WHEREAS, the Developer and the Owner desire to implement the Adjustment of the Owner Utilities by entering into this Agreement. AGREEMENT NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged, the Developer and the Owner agree as follows: Preparation of Plans. [Check one box that applies:] ® The Developer has hired engineering firm(s) to perform all engineering services needed for the preparation of plans, required specifications, and cost estimates, attached hereto as Exhibit A (collectively, the "Plans "), for the proposed Adjustment of the Owner Utilities. The Developer represents and warrants that the Plans conform to the most recent Utility Accommodation Rules issued by the Texas Department of Transportation ( "TxDOT "), set forth in 43 Tex. Admin. Code Part 1, Chapter 21, Subchapter C et seq., (the "UAR "). By its signing of the Plans, the Owner hereby acknowledges its review of the Plans and general confonnance of the Plans with the "standards" described in Paragraph 3(a)(4). ❑ The Owner has provided plans, required specifications and cost estimates, attached hereto as Exhibit A (collectively, the "Plans "), for the proposed Adjustment of the Owner Utilities. The Owner represents and warrants that the Plans conform to the UAR. By its execution of this Agreement, the Developer and the Owner hereby approve the Plans. The Owner also has provided to the Developer a utility plan view map illustrating the location of existing and proposed utility facilities on the Developer's right of way map of the Project. With regard to its preparation of the Plans, the Owner represents as follows [check one box that applies]: ❑ The Owner's employees were utilized to prepare the Plans, and the charges therefore do not exceed the Owner's typical costs for such work. ❑ The Owner utilized consulting engineers to prepare the Plans, and (lie fees for such work are not based upon a percentage, of construction costs. Ftwthcr, such lees encompass only the work necessary to prepare the Plans for Mqustnent of the Owner Utilities described herein, and do not include fees for work clone on any other project. The fees of the consulting engineers are reasonable and are comparable to the fees typically charged by consulting engineers in the locale of the Project for comparable work for the Owner. 2. Review by TxDOT. The parties hereto acknowledge and agree as follows: (a) Upon execution of this Agreement by the Developer and the Owner, the Developer will submit this Agreement, together with the attached Plans in Exhibit A, to TxDOT for its review and approval as part of a package referred to as a "Utility Assembly ". The parties agree to cooperate in good faith to modify this Agreement and /orthe Plans, as necessary 03 Form TxDOT- DA- U- 35- DM -111 35E Rev No DA Blank FOP 012215.docxDenton Texas Department of Transportation Form TxDOT- DA- U- 35 -DM -IH 35E Page 3 of 15 Rev. 06/13 and mutually acceptable to all patties, to respond to any comments made by TxDOT thereon. Without limiting the generality of the foregoing, (i) the Owner agrees to respond (with comment and /or acceptance) to any modified Plans and /or Agreement prepared by the Developer in response to TxDOT comments within fourteen (14) business days after receipt of such requested modifications in writing; and (ii) if the Owner originally prepared the Plans, the Owner agrees to modify the Plans in response to TxDOT comments and to submit such modified Plans to the Developer for its comment and /or approval (and re- submittal to TxDOT for its comment and /or approval) within fourteen (14) business days after receipt of TxDOT's comments. The Owner's failure to timely respond to any modified Plans submitted by the Developer pursuant to this paragraph may be deemed the Owner's approval of same. The process set forth in this paragraph will be repeated until the Owner, Developer and TxDOT have all approved this Agreement and accepted the Plans. (b) The patties hereto acknowledge and agree that TxDOT's review, comments, and /or approval of a Utility Assembly or any component thereof shall constitute TxDOT's approval of the location and manner in which a Utility Assembly will be installed, adjusted, or relocated within the state highway right of way (the "ROW "), subject to the Developer's satisfactory performance of the Adjustment work in accordance with the approved Plans. TxDOT has no duty to review Owner Facilities or components for their quality or adequacy to provide the intended utility service. Final acceptance and completion of all work on the Owner's facilities or the Adjustment work shall be subject to Owner's approval, which shall be provide in writing and not unreasonably withheld. Design and Construction Standards. (a) All design and construction performed for the Adjustment work which is the subject of this Agreement shall comply with and conform to the following: (1) All applicable local and state laves, regulations, decrees, ordinances and policies, including the 1,1A1 , the utility Manual issued by TxDOT (to the extent its regtdrennetnts are mandatory for the Adjustment necessitated by the Project, as communicated to the Owner by the Developer„ or ] "xDOT), the requirements of the DA, and the policies of TxDOT; () All 1 ",'ederal laws, regulations, deerecs, ordinances and policies applicable to pr(aJects receiving Fcderal funding, financing and/or credit assistatnce, including without linnitation 23 t: FR 645 Subparts A and 13; and the Buy America provisions of 23 1;I. C § :313 and 23 CFR 63,5.41(1. Utility shall supply, upon request by the Developer or State, proof or compliance with the aforementioned laws, rules and rcgulatiolns prior to the comnrmencement of construction. (3) The terms of all governmental permits or other approvals, as well as any private approvals of third patties necessary for such work; and 03 Form TxDOT- DA- U- 35 -DM -IH 35E Rev No DA Blank FGP 012215.docxDenton Texas Department of Transportation Form TxD0T- DA- U- 35 -DM -IH 35E Page 4 of 15 Rev. 06/13 (4) The standard specifications, standards of practice, and construction methods (collectively, "standards ") which the Owner customarily applies to utility facilities comparable to the Owner Utilities that are constructed by the Owner or for the Owner by its contractors at the Owner's expense, which standards are current at the time this Agreement is signed by the Owner, and which the Owner has Submitted to the Developer in writing. (5) Owner agrees that all service meters must be placed outside of the State ROW in casements to be obtained and paid for by the Developer. (b) Such design and construction also shall be consistent and compatible with (i) the Developer's current design and construction of the Project, (ii) the "Ultimate Configuration" for the Project, and (iii) any other utilities being installed in the same vicinity. The Developerwill develop the Project plans in conformance with the Ultimate Configuration documents as necessary to comply with the Project requirements. In case of any inconsistency among any of the standards referenced in this Agreement, the most stringent standard shall apply. (c) The plans, specifications, and cost estimates contained in Exhibit A shall identify and detail all utility facilities that the Developer intends to abandon in place on behalf of the Owner rather than remove, including material type, quantity, size, age, and condition to the extent known. No facilities containing hazardous or contaminated materials may be abandoned, but shall be specifically identified and removed in accordance with the requirements of subparagraph (a). It is understood and agreed that the Developer shall not pay for the assessment and remediation or other corrective action relating to soil and ground water contamination caused by the utility facility prior to the removal. 4. Res tlrtsil ilia fear +l a), t rtf Aci usttnent Work, With the exception of any Betterment (heruinafl:er defined), the cost of any Adjustment shall be in accordance with § 203.092, Texas Transportation Code and borne by the Developer. Construction by the Developer. (a) The Owner hereby requests that tile I eveloper perl "ornl the construction necessary to adjust the Owner 4.ltilitics and the Developer hereby agrees to perform such c011stu'rction. All construction work hcreunder shall be performed in a good and workmanlike manner, and in accordance with the Plants (except as modified pall -suant to Paragraph 16). (b) The Developer shall retain such contractor or contractors as are necessary to adjust the Owner Utilities. (c) The Developer shall obtain all permits necessary for the construction to be performed by the Developer hereunder, and the Owner shall cooperate in that process as needed. 5. Reimbursement of Owner's Indirect Costs. (a) Developer agrees to reimburse the Owner its share of the Owner's indirect costs (e.g., engineering, inspection, testing, ROW) as identified in Exhibit A. When requested by the Owner, monthly progress payments will be made. The monthly payment will not exceed 80% of the estimated indirect work done to date. Once the indirect work is complete, final payment of the eligible indirect costs will be made. httermediate payments shall not be construed as final payment for any items included in the intermediate payment. 03 Form TxDOT- DA- U- 35- DM-IHH 35E Rev No DA Blank FGP 012215.doexDenton Texas Department of Transportation Form TxD0T- DA- U- 35 -DM -IH 35E Page 5 of 15 Rev. 06/13 (b) The Owner's indirect costs associated with Adjustment of the Owner Utilities shall be developed pursuant to the method checked and described below [check only one box]: ® (1) Actual related indirect costs accumulated in accordance with established accounting procedure developed by the Owner and which the Owner uses in its regular operations (either (i) or (ii) referred to as "Actual Cost") or, ❑ (2) The agreed sum of $ ( "Agreed Sum ") as supported by the analysis of the Owner's estimated costs attached hereto as part of Exhibit A. (c) All indirect costs charged to the Developer by the Owner shall be computed using rates and schedules not exceeding those applicable to similar work performed by or for the Owner at the Owner's expense. Developer's performance of the Adjustment work hereunder and payment of the Developer's share of the Owner's costs pursuant to this Agreement shall be full compensation to the Owner for all costs incurred by the Owner in Adjusting the Owner Utilities (including without limitation costs of relinquishing and /or acquiring right of way). 6. Advancement of Funds by Owner for Construction Costs. (a) Advancement of Owner's share, if any, of estimated costs Exhibit A shall identify all estimated engineering and construction- related costs, including labor, material, equipment and other miscellaneous construction items. Exhibit A shall also identify the Owner's and Developer's respective shares of the estimated costs. The Owner shall advance to the Developer its allocated share, if any, of the estimated costs for construction and engineering work to be performed by the Developer, in accordance with the following terms: ® The adjustment of the Owner's Utilities does not require advancement of funds. ❑ The adjustment of the Owner's Utilities does require advancement of funds and the terms agreed to between the Developer and Owner are listed below. [Insert terms of advance funding to be agreed between Developer and Owner.] (b) Adjustment Based on Actual Costs or Agreed Sum (NOT REQUIRED) Check the one appropriate provision, if advancement of funds is required]: ❑ The Owner is responsible for its share of the Developer's actual cost for the Adjustment, including the identified Betterment. Accordingly, upon completion of all Adjustment work to be performed by both parties pursuant to this Amendment, (i) the Owner shall pay to the Developers the amount, if any, by which the actual cost of the Betterment (as determined in Paragraph 9(b)) plus the actual cost of Owner's share of the Adjustment (based on the allocation set forth in Exhibit A) exceeds the estimated cost advanced by the Owner, or (ii) the Developer shall refund to the Owner the amount, if any, by which such advance exceeds such actual cost, as applicable. 03 Form TxDOT- DA- U- 35 -DWH 35E Rev No DA Blank FGP 012215,doexDenton Texas Department of Transportation Form TxDOT- DA- U- 35 -DM -IH 35E Page 6 of 15 Rev. 06/13 ❑ Tile Agreed Sum is the agreed and final amount due for the Adjustment, including any Betterment, under this Amendment. Accordingly, no adjustment (either up or down) of such amount shall be made based on actual costs. Invoices. On invoices prepared by either the Owner or the Developer, all costs developed using the "Actual Cost" method described in Section 6(b)(1) shall be itemized in a forrlat allowing for comparisons to the approved estimates, including listing each of the services performed, the amount of time spent and the date on which the service was performed. The original and three (3) copies of each invoice, together with (1) such supporting information to substantiate all invoices as reasonably requested, and (2) such waivers and releases of liens as the other party may reasonably require, shall be submitted to the other party at the address for notices stated in Paragraph 22, unless otherwise directed pursuant to Paragraph 22. The Owner and the Developer shall make reasonable efforts to submit final invoices not later than one hundred twenty (120) days after completion of work. The Owner and the Developer hereby acknowledge and agree that any costs not submitted to the other party within eighteen months following completion of all Adjustment work to be performed by the parties pursuant to this Agreement shall be deemed to have been abandoned and waived. 8. Betterment and Salvage (a) For purposes of this Agreement, the term `Betterment" means any upgrading of an Owner Utility being adjusted that is not attributable to the construction of the Project and is made solely for the benefit of and at the election of the Owner, including but not limited to an increase in the capacity, capability, efficiency or function of the adjusted Utility over that provided by the existing Utility facility or an expansion of the existing Utility facility; provided, however, that the following are not considered Betterments: (i) any upgrading which is required for accommodation of the Project; (ii) replacement devices or materials subject to City's advance approval that are of equivalent standards although not identical; (iii) replacement of devices or materials no longer regularly manufactured with the next highest grade or size; (iv) any upgrading required by applicable laws, regulations or ordinances; (v) replacement devices or materials subject to City's advance approval which are used for reasons of economy (e.g., non - stocked items may be uneconomical to purchase); or (vi) any upgrading required by the Owner's written "standards" meeting the requirements of Paragraph 3(d). Any upgrading required by the Owner's written "standards" meeting the requirements of Paragraph 3(a)(4) shall be deemed to be of direct benefit to the Project. (b) It is understood and agreed that the Developer shall not pay for any Betterments and that the Owner shall be solely responsible therefor. No Betterment may be performed hereunder which is incompatible with the Project or the Ultimate Configuration or which 03 Form TxDOT- DA- U- 35 -DM -111 35E Rev No DA Blank FGP 012215.docxDenton Texas Department of Transportation Form TxDOT- DA- U- 35 -DM -IH 35E Page 7 of 15 Rev. 06/13 cannot be performed within the other constraints of applicable law, any applicable governmental approvals, including without limitation the scheduling requirements thereunder. Accordingly, the parties agree as follows [check one box that applies, and complete if appropriate]: ® The Adjustment of the Owner Utilities pursuant to the Plans does not include any Betterment. ❑ The Adjustment of the Owner Utilities pursuant to the Plans includes Betterment to the Owner Utilities by reason of . The Developer has provided to the Owner comparative estimates for (i) all work to be performed by the Developer pursuant to this Agreement, including work attributable to the Betterment, and (ii) the cost to perform such work without the Betterment, which estimates are hereby approved by the Owner. The estimated cost of the Developer's work hereunder which is attributable to Betterment is $ , calculated by subtracting (ii) from (i). The percentage of the total cost of the Developer's work hereunder which is attributable to Betterment is %, calculated by subtracting (ii) from (i), which remainder is divided by (i). (c) If Paragraph 9(b) identifies Betterment, the Owner shall, after proof of implementation of betterment, advance to the Developer in sixty (60) days from receipt of invoice from Developer, the 1 cost attributable to Betterment as set forth in Paragraph 9(b). ❑ The estimated cost stated in Paragraph 9(b) is the agreed and final amount due for Betterment hereunder, and accordingly no adjustment (either up or down) of such amount shall be made based on actual costs. ❑ The Owner is responsible for the Developer's actual cost for the identified Bettennent. Accordingly, upon completion and acceptance by Owner of all Adjustment work to be performed by both parties pursuant to this Agreement, (i) the Owner shall pay to the Developer the actual cost of the Betterment (determined as provided below in this paragraph). Any additional payment by the Owner shall be due within sixty (60) calendar days after the Owner's receipt of the Developer's invoice therefor, together with supporting documentation including proof of implementation;. The actual cost of Betterment incurred by the Developer shall be calculated by multiplying (i) the Betterment percentage stated in Paragraph 9(b), by (ii) the actual cost of all work performed by the Developer pursuant to this Agreement (including work attributable to the Betterment), as invoiced by the Developer to the Owner. (d) If Paragraph 9(b) identifies Betterment, the amount allocable to Betterment in Owner's indirect costs shall be detennined by applying the percentage of the Betterment calculated in Paragraph 9(b) to the Owner's indirect costs. The Owner's invoice toAhe Developer for the Developer's share of the Owner's indirect costs shall credit the Developer with any Betterment amount determined pursuant to this Paragraph 9(d). (e) For any Adjustment from which the Owner recovers any materials and /or parts and retains or sells the same, after application of any applicable Betterment credit, the Owner's invoice to the Developer for its costs shall credit the Developer with the salvage value for such materials and /or parts Texas Department of Transportation Form TxDOT- DA- U- 35 -DM -111 35E Page 8 of 15 Rev. 06/13 (f) The determinations and calculations of Betterment described in this Paragraph 9 shall exclude right of way acquisition costs. Betterment in connection with right -of -way acquisition is addressed in Paragraph 15. 9. Management of the Adjustment Work. The Developer will provide project management during the Adjustment of the Owner Utilities. 10. Utility Investigations. At the Developer's request, the Owner shall assist the Developer in locating any Utilities (including appurtenances) which are owned and /or operated by Owner and may be impacted by the Project to the extent practicable. . 11. Review for General Conformance and Acceptance by the Owner. (a) Throughout the Adjustment construction hereunder, the Owner shall provide field representation for such construction. The work shall be reviewed for general conformance by the Owner's inspector(s) to the extent deemed necessary by Owner. Further, upon request by the Developer or its contractors, the Owner shall furnish an inspector at any reasonable time in which construction is underway pursuant to this Agreement, including occasions when construction is underway in excess of the usual forty (40) hour work week and at such other times as reasonably required subject to reasonable advance notice provided to the Owner by the Developer. The Owner agrees to promptly notify the Developer of any concerns resulting from any such inspection. (b) The Owner shall perform a final review for general conformance of the adjusted Owner Utilities, including requesting any tests at the expense of the ];Developer as are deemed necessary or appropriate by the Owner, within ten (10) business clays after completion of construction hereunder. The fawner shall accept such construction if it is consistent with the performancc standards described in Paragraph 3, by giving written notice of such acceptance to the Developer within ten (10) business days following such review. If the Owner does not accept the construction, then the Owner shall, not later than the expiration of ten (10) business days following sueh review, notil`y the Developer in writing of its grounds for non - acceptance and suggestions or requirements for correcting the problem,. The Owner shall re- review any revised construction (and order re -tests if deemed appropriate by the Owner) and give notice of acceptance, not later than ten (10) business days after completion of such review. The Owner's failure to review and /or to give any required notice of acceptance or non- acceptance within the specified time periods may be deemed acceptance. (c) From and after the Owner's acceptance of an adjusted Owner Utility, the Owner agrees to accept ownership of, and full operation and maintenance responsibility for, such Owner Utility. 12. Design Changes. The Developer will be responsible for additional Adjustment design and construction costs necessitated by design changes to the Project, all of which are subject to prior written approval by the Owner, upon the terms specified herein. 13. Field Modifications. The Developer shall provide the Owner with documentation of any requested field modifications, including Utility Adjustment Field Modifications as well as minor changes described in Paragraph 16(b), occurring in the Adjustment of the Owner Utilities prior to execution of said modifications and subject to Owner's concurrence of same. 03 form 'INDOT- DA- U -35 -DW H 35E Rev No DA Blank FGP 012215.docxDentoil Texas Department of Transportation Fortn TxDOT- DA- U- 35 -DM -IH 35E Page 9 of 15 Rev. 06/13 14. Real Property Interests. (a) The Owner has provided, or upon execution of this Agreement shall promptly provide to the Developer, documentation acceptable to TxDOT, and such acceptance shall not be unreasonably withheld, indicating any right, title or interest in real properly claimed by the Owner with respect to the Owner Utilities in their existing location(s). Such claims are subject to TxDOT's approval as part of its review of the Developer Utility Assembly as described in Paragraph 2. Claims approved by TxDOT as to rights or interests are referred to herein as "Existing Interests ". (b) If acquisition of any new easement or other interest in real property ( "New Interest ") is necessary for the Adjustment of any Owner Utilities, then the Developer shall be responsible for undertaking such acquisition. The Developer shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the Developer's Project schedules. The Developer shall be responsible for its share (as specified in Paragraph 4) of the actual and reasonable acquisition costs of any such New Interest (including without limitation the Owner's reasonable overhead charges and reasonable legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 15(c), and subject to the provisions of Paragraph 15(e);. Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with applicable law. (c) The Developer shall pay for a replacement in kind of an Existing Interest (e.g., in width, length and type), unless a New Interest exceeding such standard (i) is required in order to accommodate the Project or by compliance with applicable law, or (ii) is called for by the Developer in the interest of overall Project ca:onorny. Any New Interest which is not the Developer's responsibility pursuant to the preceding, sentence shall be considered a Betterment to the extent that it upgrades the I xisting Interest which it replaces,. Betterment costs shall be solely the Owner's responsibility. (d) For each Existing Interest located within the final Project right of way, upon its replacement with a New Interest subject to review for conformance by the City and completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to TxDOT, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to TxDOT's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the Developer shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Developer acquires a New Interest for the affected Owner Utility, the Developer shall reimburse the Owner for the Owner's actual and reasonable acquisition costs in accordance with Paragraph 15(b), subject to Paragraph 15(c); or (ii) If the Developer does not acquire a New Interest for the affected Owner Utility, the Developer shall compensate the Owner for the fair market value of such 03 Form TxD0T- DA- U- 35 -DM -1H 35E Rev No DA Blank FGP 012215.docxDenton Texas Department of Transportation Form TxD0T- DA- U- 35 -DM -IH 35E Page 10 of 15 Rev. 06/13 relinquished Existing Interest, as mutually agreed between the Owner and the Developer and supported by a written valuation. The compensation provided to the Owner pursuant to either subparagraph (i) or subparagraph *(ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest and any New Interest, and no further compensation shall be due to the Owner from the Developer or TxDOT on account of such Existing Interest or New Interest(s). (e) The Owner shall execute a Utility Joint Use Acknowledgment (TxDOT- U -80A) prepared by the Developer for each Adjustment where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of its review of the Utility Assembly as described in Paragraph 2. 15. Amendments and Modifications. This Agreement may be amended or modified only by a written instrument executed by the parties hereto, in accordance with Paragraph 16(a) or Paragraph 16(b) below. (a) Except as otherwise provided in Paragraph 16(b), any amendment or modification to this Agreement or the Plans attached hereto shall be implemented by a Utility Adjustment Agreement Amendment ( "UAAA ") in the form of Exhibit B hereto (TxDOT-DA-U-35A- DM). The UAAA form can be used for a new scope of work with concurrence of the Owner, Developer and TxDOT as long as the design and construction responsibilities have not changed. Each UAAA is subject to the review and approval of TxDOT, prior to its becoming effective for any purpose and prior to any work being initiated thereunder. The Owner agrees to keep and track costs for each UAAA separately from other work being performed. (b) For purposes of this Paragraph 16(b), "Utility Adjustment Field Modification" shall mean any horizontal or vertical design change from the Plans included in a Utility Assembly previously approved by TxDOT, due either to design of the Project or to conditions not accurately reflected in the approved Utility Assembly (e.g., shifting the alignment of an 8 in. water line to miss a modified or new roadway drainage structure). A Utility Adjustment Field Modification agreed upon by the Developer and Owner does not require a UAAA, provided that the modified Plans have been submitted to TxDOT for its review and comment. A minor change (e.g., an additional water valve, an added utility marker at a ROW line, a change in vertical bend, etc.) will not be considered a Utility Adjustment Field Modification and will not require a UAAA, but shall be shown in the documentation required pursuant to Paragraph 14. The costs of all such changes necessary for the full and final completion of the Adjustments shall be borne solely by the Developer. (c) This Agreement does not alter and shall not be construed in any way to alter the obligations, responsibilities, benefits, rights, remedies, and claims between the Developer and TxDOT to design and construct the Project, including the Adjustment. 16. Entire Agreement. This Agreement embodies the entire agreement between the parties and there are no oral or written agreements between the patties or any representations made which are not expressly set forth herein. 03 Form TxDOT- DA- U -35 -DM -114 35E Rev No DA Blank FGP 012215.docxDeMon Texas Department of Transportation Form TxDOT- DA- U- 35 -DM -IH 35E Page 11 of 15 Rev. 06/13 IT .rwsivokInDA 13aluAliP Eff S.11 T'xtDO'1" ns hlt�d 1'atwt idctaefi�iary. Neither the Owner or the Developer 11111y assign any of without tine prior written conwilt of Ilse a:atlrcr panty and of "1 "xl Cll ", which consent may not be unreasonably withheld or delayed; provided, however, that the Developer may assign any of its rights and /or delegate any of its duties to TxDOT or to any other entity engaged by TxDOT to fulfill the Developer's obligations, at any time without the prior consent of the Owner. This Agreement shall bind the Owner, the Developer and their successors and permitted assigns, and nothing in this Agreement nor in any approval subsequently provided by any party hereto shall be construed as giving any benefits, rights, remedies, or claims to any other person, firm, corporation or other entity, including, without limitation, any contractor or other party retained for the Adjustment work or the public in general; provided, however, that the Owner and the Developer agree that although TxDOT is not a party to this Agreement, TxDOT is intended to be a third -party beneficiary to this Agreement. 18. Breach by the Parties. (a) If the Owner claims that the Developer has breached any of its obligations under this Agreement, the Owner will notify the Developer and TxDOT in writing of such breach, and the Developer shall have 30 calendar days 'following, receipt of such notice in which to cure such breach, before the Owner may invoke any remedies which may be available to it as a result of such breach; provided,, however, that both during and after such period TxDOT shall have the right, but not the obligation, to cure any breach by the Developer. Without limiting the generality of the foregoing, (a) TxDO 1" shall have no liability to tine Owner for any act or omission committed by the Developer in connection with this Agreement, including without limitation any claimed defect in any design or construction work supplied by the Developer or by its contractors, and (b) inn no event shall TX DOT be responsible for any repairs or maintenance to the Owner Utilities Adjusted pursuant to this Agreement (b) If the Developer claims that the Owner has breached any of its obligations under this Agreement, the Developer will notify the Owner and TxDOT in writing of such breach, and the Owner shall have 30 calendar days following receipt of such notice in which to cure such breach, before the Developer may invoke any remedies which may be available to it as a result of such breach. 19. Traffic Control. The Developer shall provide traffic control or shall reimburse the Owner for the Developer's share (if any, as specified in Paragraph 4) of the costs for traffic control made necessary by the Adjustment work performed by either the Developer or the Owner pursuant to this Agreement,in compliance with the requirements of the Texas Manual on Unifonn Traffic Control Devices subject to review and concurrence by the Owner. Betterment percentages calculated in Paragraph 9 shall also apply to traffic control costs. 20. Notices. Except as otherwise expressly provided in this Agreement, all notices or communications pursuant to this Agreement shall be sent or delivered to the following: The Owner: The City of Denton Frank G. Payne, P.E. 901 -A Texas Street Denton, TX 76209 03 Form TxDo,r- DA- U- 35 -DM -IH 35E Rev No DA Blank FOP 012215.doexDenton Texas Department of Transportation Form TxDOT- DA- U- 35 -DWH 35E Page 12 of 15 Rev. 06/13 Phone: 940 - 349 -8946 Fax: 940 - 349 -8951 The Developer: AGL Constructors, LLC Attention: Rich Krog AGL Utility Manager 1505 Luna Rd. Ste 134 Carrollton, TX 75006 Phone: 214- 483 -7500 Fax: 214 -585 -8506 A party sending a notice of default of this Agreement to another party shall also send a copy of such notice to TxDOT and the DA Utility Manager at the following addresses: TxDOT: Texas Department of Transportation Attention: Strategic Projects Division -ROW Office — Don Toner 125 E. 11`I' Street Austin, Texas 78701 -2483 DA Utility Manager: Attention: Utility Department— Buzz Kyler TxDOT — North Texas CDA Project Office 3301 W. Airport Freeway, Suite 100 Bedford, Texas 76021 Phone: (817) 508 -7602 Any notice or demand required herein shall be given (a) personally, (b) by certified or registered mail, postage prepaid, return receipt requested, or (c) by reliable messenger or overnight courier to the appropriate address set forth above. Any notice served personally shall be decrned delivered upon receipt, and any notice served by certified or registered mail or by reliable messenger or overnight courier shall be deemed delivered on the data of receipt as shown Oil the addressee's registry or certification of receipt or on the date receipt is refused as shown on the records or manifest of the U.S. Postal Service or such courier. Any party may from time to time designate any other address for this purpose by written notice to all other parties; TxDOT may designate another address by written notice to all parties. 21. ,Approvals. Any acceptance, approval, or any other like action (collectively "Approval ") required or permitted to be given by either the Developer, the Owner or TxDOT pursuant to this Agreement: (a) Must be in writing to be effective (except if deemed granted pursuant hereto), (b) Shall not be unreasonably withheld or delayed; and if Approval is withheld, such withholding shall be in writing and shall state with specificity the reason for withholding such Approval, and every effort shall be made to identify with as much detail as possible what changes are required for Approval, and (c) Except for approvals by TxDOT, and except as may be specifically provided otherwise in this Agreement, shall be deemed granted if no response is provided to the party requesting an Approval within the time period prescribed by this Agreement (or if no time period is prescribed, then fourteen (14) calendar days), commencing upon actual receipt by the party from which an Approval is requested or required, of a request for 03 Form TxD0T- DA- U- 35 -DM -IH 35E Rev No DA Blank FOP 012215.6 xDenton Texas Department of Transportation Form TxDOT- DA- U- 35 -DM -1H 35E Page 13 of 15 Rev. 06/13 Approval from the requesting party. All requests for Approval shall be sent out by the requesting party to the other party in accordance with Paragraph 21. 22. Time. (a) Time is of the essence in the performance of this Agreement. (b) All references to "days" herein shall be construed to refer to calendar days, unless otherwise stated. (c) No party shall be liable to another party for any delay in performance under this Agreement from any cause beyond its control and without its fault or negligence ( "Force Majeure "), such as acts of God, acts of civil or military authority, fire, earthquake, strike, unusually severe weather, floods or power blackouts. 23. Continuing Performance. In the event of a dispute, the Owner and the Developer agree to continue their respective performance hereunder to the extent feasible in light of the dispute, including paying billings, and such continuation of efforts and payment of billings shall not be construed as a waiver of any legal right. 24. ,u surf r tea ._ i at t c dfl) ry Water tcv a - q!ocation, Developer shall be allowed to l R., relocate and therefore shut down the Owner's raw water line() between October l through April 1. During this timeframe each raw water intake line(s) may only be shut down for a period not to exceed 24 hours to make the tie in to the existing raw water intake line(s) unless additional time is agreed to in writing in advance by the Owner. Developer shall be liable for and pay to the City of Denton liquidated damages with respect to any failure to complete the tie in and restore flow to the raw water line(s) within the shut down period in an amount of $500 per hour ($12,000 per 24 hour period). Liquidated damages shall constitute the City of Denton's sole right to damages for such delay. Developer acknowledges that the liquidated damages described in this Section are reasonable in order to compensate the City of Denton for damages it will incur due to a loss of water by the City of Denton and its customers. 5.. Equitable Relief. The Developer and the Owner acknowledges and agrees that delays in Adjustment of the Owner Utilities will impact the public convenience, safety and welfare, and that (without limiting the parties' remedies hereunder) monetary damages solely would be inadequate to compensate for delays in the construction of the Project. Consequently, the parties hereto (and TxDOT as well, as a third party beneficiary) shall be entitled to specific performance or other equitable relief in the event of any breach of this Agreement which threatens to delay construction of the Project; provided, however, that the fact that specific performance or other equitable relief may be granted shall not prejudice any claims for payment or otherwise related to performance of the Adjustment work hereunder. 26. Authority. The Owner and the Developer each represent and warrant to the other party that the warranting party possesses the legal authority to enter into this Agreement and that it has taken all actions necessary to exercise that authority and to lawfully authorize its undersigned signatory to execute this Agreement and to bind such party to its terms. Each person executing this Agreement on behalf of a party warrants that he or she is duly authorized to enter into this Agreement on behalf of such party and to bind it to the terms hereof. 03 Form TxDOT- DA- U- 35- DM- II- 135E -' Rev No DA Blank FGP 012215.docxDenlon Texas Department of Transportation Form TxDOT- DA- U- 35 -DM -1H 35E Page 14 of 15 Rev. 06/13 27, Cooperation. The parties acknowledge that the timely completion of the Project will be influenced by the ability of the Owner (and its contractors) and the Developer to coordinate their activities, communicate with each other, and respond promptly to reasonable requests. Subject to the terms and conditions of this Agreement, the Owner and the Developer agree to take all steps reasonably required to coordinate their respective duties hereunder in a manner consistent with the Owner's operational needs and responsibilities and with the Developer's current and future construction schedules for the Project. 28. Termination. If the Project is canceled or modified so as to eliminate the necessity of the Adjustment work described herein, then the Developer shall notify the Owner in writing and the Developer reserves the right to thereupon terminate this Agreement. Upon such termination, the parties shall negotiate in good faith an amendment that shall provide mutually acceptable terms and conditions for handling the respective rights and liabilities of the parties relating to such termination. Under no circumstances shall the termination result in an incomplete or inoperable public utility for the Owner. 29. Nondiscrimination. Each party hereto agrees, with respect to the work performed by such party pursuant to this Agreement, that such party shall not discriminate on the grounds of race, color, sex, national origin or disability in the selection and /or retention of contractors and consultants, including procurement of materials and leases of equipment. 30. Ap licahle La r'- Ml' "risdiction lwH venue. This Agreement shall be governed by the laws of the staic of'fexas, without regard to the conflict of laws principles thereof. Venue for any action brought to enrorcc this Agreement or relating to the relationship between any of the parties shall be based on where the actual utility adjustment work occurs. 31. Waiver of Consequential Damazes. No party hereto shall be liable to any other party to this Agreement, whether in contract, tort, equity, or otherwise (including negligence, warranty, indemnity, strict liability, or otherwise,) for any punitive, exemplary, special, indirect, incidental, or consequential damages, including, without limitation, loss of profits or revenues, loss of use, claims of customers, or loss of business opportunity. 32. Captions. The captions and headings of the various paragraphs of this Agreement are for convenience and identification only, and shall not be deemed to limit or define the content of their respective paragraphs. 33. Counterparts. This Agreement may be executed in any number of counterparts. Each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute one and the same instrument. 34. Effective Date. This Agreement shall become effective upon the later of (a) the date of signing by the last party (either the Owner or Developer) signing this Agreement, and (b) the date of TxDOT's approval as indicated by the signature of TxDOT's representative, below. 03 Form TxD0T- DA- U- 35 -DM -IH 35C Rev No DA Blank FGP 012215.docxDenlon 1=1 US ; MI Page 15 of 15 Rev. 06/13 APPROVED BY: TEXAS DEPARTMENT OF TRANSPORTATION DEVELOPER By: By: ly uth-(-� 1.) Wu �y ", � i ' ed Representative Authorized Signature Printed Name: Donald C. Toner, Jr., SR/WA Director — Strategic Projects Right of Way Strategic Projects Division Date: ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BU W`rl�s CITY ATJ:QRNUY BY: ................... 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N-1 TXWSEA-UT-OEM-UTD-14S .dgn Pen TGbL!!_!T�XDOT tbj Plot Config, zTKDOT ,!OF -COLOR.Plt I 0 C, CA O m > i 10" ro , 119 1 PROJECT MANUAL FOR THE CONSTRUCTION OF IH 35E SEGMENT 3 UTILITIES DALLAS / DENTON COUNTY UT -20 & UT -49 CITY OF DENTON RAW WATER CONFLICTS 503 -001, 503 -002 35E -U -0503 TEXAS DEPARTMENT OF TRANSPORTATION 2015 TBPE Registered Firm No. 13 2015.01.22 17:45:24 - 06'00' THIS PAGE INTENTIONALLY LEFT BLANK IH 35 E Segment 3 Utilities Dallas /Denton County 35E- U-0503 UT -20 & UT -49 City of Denton Raw Water Conflicts: 503 -001 & 503 -002 TABLE OF CONTENTS DIVISION 1: GENERAL REQUIREMENTS 01666 Hydrostatic Test DIVISON 2: SITE CONSTRUCTION 02202 Pipeline Excavation and Backfill 02253 Controlled Low - Strength Material (Flowable Fill) . 02314 Pipeline Crossing Highways, Streets and Railroads by Tunneling or Open Cut 02614 Bar- Wrapped Concrete Cylinder Pipe DIVISION 3: CONCRETE 03301 Cast -In -Place Concrete DIVISON 15: MECHANICAL 15101 Gate Valves 15117 Air Release and Air and Vacuum Valves DIVISION 16: ELECTRICAL 16061 Joint Bonding and Electrical Isolation THIS PAGE INTENTIONALLY LEFT BLANK 01666 HYDROSTATIC TEST 1.00 GENERAL After the pipe has been laid and backfilled, each valved or plugged section of newly laid pipe shall be subjected to hydrostatic pressure test by raising the pressure to the required "Test Pressure ". The Utility Contractor must install plugs and bulkheads at intermediate locations for the purpose of testing ONLY newly laid pipe. The Utility Contractor shall install all plugs and bulkheads where required to avoid testing existing pipeline. The Utility Contractor will provide water for filling the pipeline for the hydrostatic test and disinfection. The Utility Contractor will provide the necessary piping, connection, pressure reducing and backflow prevention services. 1.01 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review. The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Record Data 1. Submit detailed hydrostatic test procedure 10 days prior to conducting the test. 2. Submit the pressure pipe test report. 3. Copies of approved submittals shall be submitted to the Owner. 2.00 PRODUCTS 2.01 MAKEUP WATER DEFINED Makeup water Is defined as the quantity of water pumped into the newly laid pipe, or any valved section of It, necessary to maintain the specified test pressure after it has been filled with water and the air expelled. 3.00 EXECUTION 3.01 DURATION OF TEST The duration of the pressure test shall be eight (8) hours. 3.02 TEST PRESSURE The pipeline shall be tested at 1.2 times the Working Pressure. 3.03 PROCEDURE A. The Utility Contractor may test against valves when available, or by placing temporary plugs and bulkheads in the pipe and filling the line slowly with water. B. The Utility Contractor shall furnish all necessary equipment and make tests at no additional cost to the Owner. C. Hydrostatically test the pipeline no sooner than 7 days after the backfilling has been completed. Hydrostatic Test 01666 -1 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water D. Slowly fill the line with water at a maximum velocity of one foot per second. Use care to see that all air is vented from the pipeline during filling. Allow the pipeline to stand under a slight pressure for at least 48 hours to allow the mortar lining to absorb water after the pipeline has been completely filled. E. Examine the test plugs or bulkheads, valves, and air vents for leaks during this period. Stop any leaks found. F. Use a water meter to measure the water necessary to maintain the test pressure. In'no instance during the test should the pressure be more than 2 psi below the specified test pressure. Inspect the pipeline route and all exposed piping during the test to locate any leaks or breaks. The pipeline installation will not be accepted until or unless the makeup water is less than 10 gallon per mile per 24 hours per inch of nominal pipe diameter for Bar - Wrapped Concrete Cylinder Pipe. G. The Utility Contractor shall remove test plugs once both sides of the pipeline have been tested and only if the results of the hydrostatic tests meet the acceptable criteria specified above. Should a different Utility Contractor need to use a test plug to perform hydrostatic testing on the other side of the test plug, then the last Utility Contractor to complete the hydrostatic test and meet the acceptable criteria herein specified shall remove the test plug and repair the mortar lining. 3.04 CORRECTIONS OF DEFECTS Any defective joints, cracked or defective pipe, fittings, or valves discovered in performance of this pressure test shall be repaired with sound material meeting the requirements of the Contract Documents and the test shall be repeated until satisfactory results are obtained. Any and all noticeable leaks shall be repaired regardless of whether the actual leakage is within the allowable. END OF SECTION Hydrostatic Test 01666 -2 IH 35 E Segment 3 Utilltles Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 02202 PIPELINE EXCAVATION AND BACKFILL 1.00 GENERAL 1.01 WORK INCLUDED A. Furnish labor, materials, equipment and incidentals necessary to excavate and backfill as required for the construction of the facilities to the line, grade and extent indicated. 1.02 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review. The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Submittals shall include: 1. Certified test reports for embedment material, course gravel, and flexbase. Certified Test Reports shall be from an independent laboratory. Test reports shall include sieve analysis, soil classification, and Atterburg limits, and soil resistivity tests for embedment material, 2. For excavation support and protection system indicated to comply with performance requirements and design criteria, include analysis data prepared, signed, and sealed by a qualified professional engineer, licensed to practice and registered in the State of Texas. 3. Copies of approved submittals shall be submitted to the Owner 1.03 STANDARDS A. The applicable provisions of the following standards shall apply as if written herein their entirety: 1. American Society for Testing and Materials (ASTM) Standards: ASTM C33 I Specifications for Concrete Aggregates ..... ASTM G57 Method for Field Measurement of Soil Resistivity Using the Wenner Four - Electrode Method I ..,......._....... 2. American Water Works Association (AWWA) Standards: AWWA C303 16cmc qrete Pressure Pipe — Steel Cylinder Type for Water and other Li uids Pipeline Excavation and Backfill 02202-1 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water Test Methods for Moisture- Density Relations of Solis and Soil ASTM D698 T Aggregate Mixtures, Using 5.5 -lb Rammer and 12 -Inch Drop Classification _ ASTM D2487 ( (Unified Soil Classification System) ..... ASTM D2488 S (Visual - Manual Procedure) Maximum Index Density and Unit Weight of Soils Using Vibratory ASTM D4253 M Table ......... r._ ASTM D4254 I I S ®...� ..., 2. American Water Works Association (AWWA) Standards: AWWA C303 16cmc qrete Pressure Pipe — Steel Cylinder Type for Water and other Li uids Pipeline Excavation and Backfill 02202-1 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 3. Texas Highway Department Standard Specifications for Road and Bridge Construction, latest edition. 1.04 JOB CONDITIONS A. Classification of Excavation: Excavation shall be "unclassified" and involves the removing of the necessary materials to provide the trench to the required width and depth. The Utility Contractor, prior to submitting a proposal, must satisfy himself as to the actual sub surface conditions. B. City, County, and Private Road Crossings: Where the work is in the right of way of City, County and privately owned roads, the Developer will prepare for the Owner the necessary permits and easements for the work. Provide temporary access and detours for roads and driveways cut off during pipe laying operations. C. Protection of Existing Structures and Utilities: 1. Prior to the start of construction and preparation of pipe layout sheets, the Utility Contractor shall communicate with the local representative of the utility companies including, but not limited to the oil companies, gas company, electric company, telephone company, water utilities, sanitary sewer utilities, and any other public and private utility companies in the location of the proposed construction in order to obtain the assistance of the utility companies In locating utility lines and in the avoidance of conflicts with utility lines. The Utility Contractor shall uncover and determine the elevation and location of conflicts well ahead of the manufacture of the pipe. The Consultant has shown the estimated location of existing utilities as determined from field surveys and record data from utility companies. The fact that some utilities are not shown or are incorrectly shown In no way relieves the Utility Contractor from his responsibility to locate all existing utilities. 2. The Utility Contractor shall advise the Consultant of any existing utilities which are not shown on the plans, incorrectly shown, and which "affect the pipe layout." Utility Contractor shall also propose a resolution of the utility conflict. The Consultant will decide if the existing utility should be relocated, or whether the proposed pipeline location will be revised. 3. Utilities which "affect the pipe layout" will be interpreted by the Consultant as follows: a. Utilities which conflict with the grade of the proposed pipe will be Interpreted as "affecting the pipe layout." b. Utilities which would conflict with operations and maintenance of the proposed pipe will be interpreted as "affecting the pipe layout." 4. Where excavation endangers adjacent slopes, structures and utilities, the Utility Contractor shall carefully support and protect such structures and /or utilities so that there shall be no damage. 5. If in the opinion of the Consultant, concrete backfill is necessary for the support of utility lines crossing trenches, the Consultant may direct NCTCOG Class B concrete backfill to be used. Pipeline Excavation and Backflll 02202-2 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 2.00 PRODUCTS 2.01 MATERIALS A. Concrete Embedment, Cap, Blocking, and Encasement: Where concrete embedment, cap, blocking, or encasement is indicated or requested by the Consultant, it shall be NCTCOG Class B concrete unless otherwise indicated. B. Granular Embedment and Backfill for Bar - Wrapped Concrete Cylinder Pipe: Granular embedment material shall be sandy gravel or blended sand and crushed rock, free from large stones, clay, and organic material. Embedment material shall be a soil classification of GW, GP, SW, or SP as determined by ASTM D2487. The embedment material shall be such that when wet, the fine material shall not form mud or muck or be dispersive. The embedment material shall be composed of tough durable particles, reasonably free from thin, flat and elongated pieces, and of suitable quality to insure permanence in the trench. The P.I. of the fines shall not exceed 3. Light weight aggregate is not acceptable for granular embedment. Material used for granular embedment shall have a resistivity of not less than 5000 ohms /cm as measured by ASTM G57. 2. Pipe Classification: a. For the purpose of this specification, "semi -rigid pipe" shall be defined as the following: 1). 27 -inch and larger diameters of Bar- Wrapped Concrete Cylinder Pipe (AWWA C303). C. Coarse Gravel: Where coarse gravel Is required for water drainage, restoration of trench foundation, or other uses, it shall be crushed stone or washer gravel and in compliance with ASTM C33 for Coarse Concrete Aggregate. Gradation shall be ASTM C33 No. 57, No. 67, or as follows: Sieve Size 1 Percent Passing 1" V 95 -100 3/4" 55 -85 5 -50 No. e4����'_ -._._ 0 -5 D. Select Material: This material shall consist of soil material with a liquid limit (LL) less than or equal to 40, a plasticity index (PI) less than or equal to 20, a maximum of 70 percent passing the No. 200 mesh sieve, a minimum of 80 percent passing the No. 4 mesh sieve, 100 percent passing a 1 -1/2 -inch square mesh sieve. The material shall be free of organic or other deleterious materials. E. Ordinary Backfill Material: Trench excavated material free from rock fragments and clods larger than 6 inches greatest dimension. The ordinary material shall be free from organic materials. Pipeline Excavation and Backfill 02202-3 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water F. Flexible Base Course: Complying with Item 248 of the Texas Highway Department Standard Specifications for Road and Bridge Construction, latest edition, Type A, Grade 1 or 2, Flexible Base (Crushed Stone) or Type D, Grade 4 or 5 (Caliche). G. Hot Mix Asphalt Concrete (HMAC): Complying with Item 340 of the Texas Highway Department Standard Specifications for Road and Bridge Construction, latest edition. H. Flowable Fill: Flowable fill shall be as specified in Section 02253 "Controlled Low - Strength Material ( Flowable Fill)." 3.00 EXECUTION 3.01 TRENCH EXCAVATION A. General: 1. Excavate trenches to the alignment, width, and depth as indicated or as required for the proper installation of the pipe. Brace the trench and /or dewater the trench if necessary so that the workmen may work safely. 2. Comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury or loss. As a minimum, the Excavation Support and Protection Plan shall address the following items: a. Provide details of shoring, bracing, sheet piling, soldier piles and lagging, tie backs, and other support systems and provisions for worker protection from hazards of caving ground. b. Methods and sequencing of installing excavation support. c. Proposed locations for excavated materials. d. Minimum lateral distance from the crest of slopes for vehicles, equipment, and stockpiled materials. e. Prevent surface water from entering excavations by grading, dikes, or other means. f. Install excavation support and protection systems without damaging existing buildings, structures, and site improvements adjacent to excavation. g. Monitor vibrations, settlements, and movements. 3. Dewater excavations so that the work is performed in the "dry." Bailing, pumping, and dewatering shall be at the Utility Contractor's expense. Use coarse gravel instead of embedment material under the to provide for the free drainage and flow of water in the pipe trench, where it is necessary, in order to keep the water level below the pipe barrel and bell holes for joints. The water removed from trenches shall be conducted to natural drainage ways, drains, or storm sewers in such a manner as to prevent damage to adjacent property or to the public. Pumps of ample capacity and in duplicate must be provided to Insure that once an excavation is made dry, the water Is kept down until that part of the work under construction Is completed. 4. It is intended that the line be laid to the grades as shown on the plans. The precise and detailed pipe layout is to be prepared by the Utility Contractor and submitted to the Pipeline Excavation and Backfill 02202-4 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water Consultant and Owner for information and review. The responsibility for the workability of the detailed layout remains with the Utility Contractor. High points shall be located at air valves and the pipe sections containing air valves shall have a horizontal grade. At drainage crossings, the depth of cut shall be increased to prevent uncovering of the pipe by surface erosion, as shown on the plans. 5. Where unforeseen conditions warrant a revised grade during construction, the Utility Contractor shall submit a revised pipe layout to the Consultant for approval. No intermediate "highs" or "lows" will be allowed in the pipe grade without the approval of the Consultant. B. Pipe Trench: 1. For the purpose of this specification, the "pipe zone" shall be defined as the zone from the bottom of the trench to 6 inches above the top of the pipe. 2. The trench walls in the "pipe zone" shall be vertical.. 3. Trench width shall be as follows: Pipe Diameter Minimum Maximum Trench h Width Trench Width ®..�. Greater than 24" Pipe O.D. plus 24" Pipe O.D. plus 36" 4. Trench walls above the pipe zone may be laid back or benched where room permits as necessary to meet the requirements of OSHA. 5. Where the character of the trench walls is loose, unstable, saturated soft clays, quicksand, or otherwise unable to provide adequate side support to maintain the required pipe deflection, the Utility Contractor shall modify the trenching and backf ill to keep the pipe within the limits of the specified deflection. The Utility Contractor shall widen the trench excavation one pipe diameter on each side of the pipe. The trench shall then be backfilled with coarse gravel to the top of the pipe. The coarse gravel shall be compacted to 95 percent maximum density as measured by ASTM D4253. Care shall be used so that the exterior pipe coating is not damaged. Concrete encasement, soil cement, or some other method approved by the Consultant, may be used in lieu of this procedure. C. Pipe Foundation: 1. Excavate the trench to an even grade so that the full length of the pipe barrel is supported and joints make up properly. Excavate the trench to the line and grade indicated and as directed by the Consultant. Grades shall be uniform between high points and low points to eliminate intermediate "highs and lows." 2. For 24 -inch and larger pipe, the trench shall be "rough cut" a minimum of 6 inches below the bottom of the pipe. The "rough cut" dimension shall be increased as necessary to provide a minimum clearance of 2 inches from the bottom of the trench to the bottom of the bells, flanges, valves, fittings, etc. 3. The entire foundation area in the bottom of all excavations shall be firm, stable material. Loose material shall be removed leaving a clean flat trench bottom and Pipeline Excavation and Backflll 02202-5 11-135 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water material shall not be disturbed below required sub grade except as hereinafter described. If the subgrade is soft, spongy, disintegrated, or where the character of the foundation materials is such that a proper foundation cannot be obtained at the elevation specified, then when directed by the Consultant the Utility Contractor shall deepen the excavation to a depth where a satisfactory foundation can be obtained. The sub grade shall then be brought back to the required grade with course gravel, thoroughly compacted to 95 percent of maximum density in accordance with ASTM D4253. D. Correcting Faulty Grade: If the trench is excavated to a faulty grade (at a lower elevation than indicated), correct the faulty grade as specified below: 1. In uniform, stable dry soils, correct the faulty grade with granular embedment material thoroughly compacted to 95 percent of maximum density. 2. In soft spongy disintegrated soils or where necessary to allow proper drainage, correct the faulty grade with course gravel compacted to 95 percent of maximum density. E. Pipe Clearance in Rock: Remove ledge rock, rock fragments, or unyielding shale or marl to provide a clearance of at least 6 Inches below the parts of the pipe, valves or fittings. Provide adequate clearance for properly jointing pipe laid in rock trenches at bell holes. Refill the excavation to grade with granular embedment material. F. Blasting Procedure: Blasting will not be allowed. G. Bell Holes Required: Bell holes of ample dimension shall be dug in trenches at each joint of pipe to permit the jointing to be made properly, visually inspected, and so that the pipe will rest on the full length of the barrel. H. Care of Surface Material for Reuse: Surface materials such as top soil in its natural state, suitable for reuse in restoring the excavated surface, shall be kept separate from the general excavation material. The top 12 inches of the trench backfill shall be topsoil. Save the topsoil to be used as backfill of the top 12 inches of the trench after pipe laying. Where the natural topsoil is less than 12 inches deep and with the approval of the Consultant, the Utility Contractor may strip less than 12 inches of topsoil. I. Manner of Piling Excavated Material: Place excavated material so that work is not endangered or Interferes with public traffic or other construction. Do not place excavated material over buried pipelines or existing utilities unless adequate provisions are made to protect those pipelines and /or utilities. Roads and driveways must be kept open in every case. Keep drainage channels clear of obstructions or make other satisfactory provisions for drainage. J. Trenching by Machine or by Hand: The use of trench digging machinery is approved except in places where operations of same will cause damage to existing structures or pipelines above or below ground, in which case employ hand methods. K. Open Trench: Consultant's Representative shall have the right to limit the amount of trench which may be opened or partially opened at anytime In advance of the completed line; and also the amount of trench left not backfilled. Not over 500 feet of trench in open country or pasture land shall be opened at any one time, and not more than 150 feet of trench in populated areas shall be left open unless otherwise permitted in writing by the Consultant. Backfill and /or protect trenches as necessary to prevent injury to livestock, adjacent Pipeline Excavation and Backfill 02202-6 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water property, and the public. Trenches left open overnight in public areas shall be fenced with adequate construction fencing. No trenches shall be left open overnight in streets. L. Structural Excavation: Excavation shall extend a sufficient distance from walls and footings to allow for form installation and inspection, except where concrete for walls and footings are authorized or required to be deposited directly against excavated surfaces. Where excavation, through the fault of the Utility Contractor, is made below the elevation specified or directed by the Consultant, restore the excavation to the proper elevation with stabilized backfill (lean concrete) or other approved material at the Utility Contractor's expense. 3.02 BACKFILLING OF TRENCHES OUTSIDE ROADWAYS A. General: This Section of the specification Is intended to cover the requirements for trench backfill where trench is in open fields, unimproved alleys, fields, and other similar open areas outside of existing or proposed public and private roadways. B. Time of Backfilling: Backfill operations shall immediately follow pipe jointing, joint coating application, and curing. C. Braced and Sheeted Trenches: Remove sheeting and shoring as backfilling operations progress. Incorporate methods so that a good bond is obtained between the backfill material and the undisturbed trench walls. D. Protection of Pipe During Backfilling Operations: Take the necessary precautions to protect the pipe during backfilling operations. Take care to prevent damage to the pipe or to the pipe coating, and repair any damaged pipe before being "covered up." Backfill the trench to prevent the deformation or otherwise deflection of the cylindrical shape of the pipe by more than the allowable pipe deflection as specified elsewhere. Use methods such as stulling or ellipsing as necessary. E. Site and Preparation: In addition to clearing and grubbing of brush and trees along the right of way for this project, alteration to the topography shall be done if indicated on the Plans, at the locations and to the extent shown. F. Backfill Procedure in the Pipe Zone for Semi Rigid Pipe: 1. Place the first lift of granular embedment material to a depth slightly above the bottom of pipe grade. Lay pipe on this embedment material to the Indicated grade. Provide bell holes to permit the pipe to rest on the full length of the barrel and to permit joint make -up and coating. 2. For semi -rigid pipe construction, extend the embedment material from the bottom of the trench to 6 inches over the top of pipe. 3. Place the second lift of embedment material, uniformly on both sides of the pipe to a loose depth of one -half of the outside diameter of the pipe, taking precautions not to disturb the pipe alignment. Compact the second lift of embedment material using vibration or mechanical tamping to produce a uniformly blended and compacted backfill. Utility Contractor shall take precautions to ensure no voids occur under the haunches of the pipe and to prevent disturbance of the pipe alignment. 4. Place the third lift of granular embedment material in the trench simultaneously and evenly on both sides of the pipe for the full width of the trench to an elevation of 6 inches above the top of the pipe using vibration or mechanical tamping. Compaction of Pipeline Excavation and Backfill 02202-7 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water granular embedment in this zone shall be at a minimum of 95 percent Maximum Density in accordance with ASTM D4253. 5. After placement and compaction of the third lift, add additional granular embedment to fill the voids and strike -off the embedment to be level at an elevation 6 inches above the pipe. G. Procedure Above Pipe Zone: Mechanical compaction may be utilized. Place the ordinary backfill material above the pipe zone in lifts not exceeding 18 inches loose depth, up to 12 inches below the surface, and compacted to 90 percent Standard Proctor density in areas outside of existing or proposed roadways. The Utility Contractor shall be responsible for any damage which may occur to the pipe using his method of compaction. H. Surface Material Replacement: 1. The top 12 inches of the trench backfill shall be composed of the original surface material or topsoil excavated from the trench. Place the topsoil over the consolidated trench backfill material and neatly round over the trench to a sufficient height to allow settlement to grade after consolidation. Grade the surface to allow drainage in the same manner as existed prior to construction. 2. Topsoil shall not contain rocks or clods larger than those adjacent to the trench in the undisturbed condition. I. Backfill Around Structures: 1. After completion of foundations, walls, vault ,etc., remove forms and clean excavation of debris or other objectionable matter prior to placing backfill. 2. In areas where structures such as slabs, foundations, or pipes are to be constructed on backfill, backfill shall be lean concrete or; flowable fill, unless otherwise indicated. 3. For pre -cast concrete structures, mechanically tamp earth backfill around and over structures, using select material, and placed in layers not to exceed 8 Inches, loose thickness. Bring material to within 2 percent of optimum moisture content and compact each layer to a uniform density of not less than 95 percent of maximum density as determined by ASTM D698. Laboratory control shall be used to secure compliance with this requirement. 1. Inspection and Test Pits: 1. Excavate test pits after the embedment has been placed and compacted in the pipe zone for the purpose of taking field density tests and inspecting the haunch areas under the pipe for voids. 2. Excavate the test pits to a depth and area of sufficient size to allow the inspector to visually inspect the haunch area of the pipe for voids or loose material next to the pipe and to make a field density test. Provide a safety trench shield to protect the inspector while in the pit. 3. After inspection, backfill and compact the test pit area in accordance with the applicable specification herein. 4. Dig one test pit for inspection of each day's work if deemed necessary or may be required more or less frequently as determined by the Owner's representative. Repair Pipeline Excavation and Backfill 02202-8 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water and replace areas which are found not to be in compliance with the specification requirements, until satisfactory results are consistently and uniformly attained. 5. Provide special attention to assure that the material flows under the pipe haunches. This may require the removal of pipe joints to observe the results and make density tests. Pipe laying shall not begin until satisfactory results are achieved by the Utility Contractor's proposed method. 3.03 BACKFILL PROCEDURE FOR PUBLIC AND PRIVATE ROADS A. Trench excavation, pipe laying, backfill within the pipe zone and other general requirements shall be as indicated for trenches outside roadways. Backfill material above the pipe zone for existing roads including City Roads, County Roads, paved or improved private roads, driveways, and any proposed roads as indicated shall consist of granular embedment material for the full depth of the trench to subgrade of flexible base. Compact the backfill to 95 percent maximum density per ASTM D4253. Replace flexbase roads with a minimum of 12 inches of flexbase material compacted in 6 -inch lifts to 95 percent Standard Proctor Density. Replace flexbase paved roads with 8 inches of flexbase material compacted in fl- inch lifts to 95 percent Standard Proctor Density and 4 inches of HMAC minimum or until matching existing, whichever is greater. Replace concrete roadways with 3500 psi concrete reinforced equal or better than existing. Saw -cut asphalt roads prior to placement of HMAC. Cut concrete roads back to expose reinforcing prior to replacing concrete paving leaving existing reinforcing exposed as dowels into new concrete. Backfill and compact unimproved field road as per the backfill requirements for open areas, except compact the top 12 inches to 95 percent Standard Proctor Density. 3.04 MAINTENANCE OF SURFACES A. Rock and Organic Material Exclusion: Rock and organic material removed from the trench excavated material shall be removed from the right of way at the Utility Contractor's expense. B. Deficiency of Backfill - by Whom Supplied: Any deficiency in the quantity of material for backfilling the trenches or for filling depressions caused by settlement shall be supplied by the Utility Contractor at his expense. Make -up material shall be approved by the Owner's representative. C. Restoration of Surfaces: Replace surface material and restore paving, curbing, sidewalks, gutters, shrubbery, fences, grass or turf, and other surfaces disturbed, as nearly as possible to a condition equal to that before the work begin. D. Seeding and Sodding: 1. Provide sodding at disturbed residential or commercial lawns and where indicated. Provide seeding In TxDOT right -of -way and where indicated. 2. Where seeding is specified, it shall be done between August 15 and June 15. Use sodding in lieu of seeding between June 15 and August 15. Seeding and sodding shall immediately follow backflll and cleanup unless otherwise specified. 3. Surfaces for seeding or sodding shall have a minimum of 12 inches of topsoil. Apply pelleted or granular fertilizer with a minimum analysis of 16 -8 -8 at a rate of 400 pounds per acre or equivalent rate if other analysis fertilizer is used. Pipeline Excavation and Backfill 02202-9 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 4. Water seeded and sodded areas as necessary to obtain grass coverage of 95 percent of area, with no bald areas larger than 10 square feet. 5. Perform seeding and sodding in accordance with the following items of the Texas State Department of Highways and Public Transportation Standard Specifications: a. Item 162: Sodding for Erosion Control. b. Item 162.3.A.1: Bermuda Grass - Spot Sodding. c. .Item 162.3.A.2: Block Sodding. d. Item 162.3.A.3: Mulch Sodding. e. Item 164: Seeding for Erosion Control. f. Item 166: Fertilizer. END OF SECTION Pipeline Excavation and Backflll 02202-10 IH 3S E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 02253 CONTROLLED LOW - STRENGTH MATERIAL (FLOWABLE FILL) 1.00 GENERAL 1.01 WORK INLCUDED Furnish labor, materials, equipment, and incidentals necessary to place and mix a flowable mortar fill, consisting of Portland Cement, fine aggregate, fly ash, and water in the proper proportions as specified hereinafter. Controlled Low - Strength Material (Flowable Fill) shall be used to bed and backfill around piping and utilities where indicated. 1.02 QUALITY ASSURANCE A. DESIGN CRITERIA: CONCRETE PROPORTIONS AND CONSISTENCY Concrete shall be proportional to give the necessary workability and strength and shall conform to the following governing requirements: 28 Day Compressive Min. Cement Fine Aggregate Max. Water Max. FlyAsh Strength -psi Lbs. Per Cu. Yd. Lbs. Per Cu. Yd. Lbs. Per Cu. Yd. Lbs. Per Cu. Yd„ ........ .. �.. _ _�. ... 70 -150 50 2,720 290 150 Fluidity of the flowable mortar shall be measured by the Corps of Engineers flow cone method, according to their specification CRD- C611 -80. Prior to filing the flow cone with Flowable mortar, the mixture shall be passed through a 3 -inch screen. Time of efflux shall be approximately 12 seconds. B. FACTORY TESTING The Utility Contractor shall be responsible for the design of the material. A trial mix shall be designed by an independent testing laboratory, retained by the Utility Contractor. The testing laboratory shall submit verification that the materials and proportions of the trial mix design meets the requirement of the specifications. Concrete mix additive such as "Darafill" manufactured by Grace Construction Products or equal products may be required to achieve the low strength and the flowability requirements. In lieu of trial mix design, Utility Contractor may submit a mix design used successfully in previous similar work, for similar materials for approval. The Utility Contractor shall not make changes in materials, gradation, source, brand, or proportions of the mixture after having been approved. C. PRE -JOB TESTING Pre -job testing for excavatability with actual equipment and intended configuration of concrete sample required. The testing equipment and configuration of concrete sample shall be determined by the Owner. D. CITY TESTING It is the responsibility of the Utility Contractor to achieve and maintain the quality of material required by this section of the specifications. An independent testing laboratory may be retained to verify the quality of the concrete. The Owner shall have the right to require additional testing, strengthening, or replacement of concrete which has failed to meet the minimum requirements of this section. Controlled Low - Strength Material (Flowable Fill) 02253 -1 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 Ut -20 & UT -49 City of Denton Raw Water 1.03 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review. The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Submit trial mix design on material. 1.04 STANDARDS AND REFERENCES Materials shall meet recommendation for mix design and placement, as published by National Ready Mixed Concrete Association. The applicable provisions of the following references and standards shall apply to this section as if written here in their entirety. A. American Society for Testing and Materials (ASTM) Publications: ASTM C -33 "Specifications for Concrete Aggregates" ASTM C -40 "Test Method for Organic Impurities in Fine Aggregates for Concrete" ASTM C -150 "Specification for Portland Cement" ASTM C -618 "Specification for Fly Ash and Raw or Calcined Natural Pozzolan for Use as Mineral Admixture in Portland Cement Concrete" B. Federal Specifications (Corps of Engineers) COE CRD- C611 -80 2.00 PRODUCTS 2.01 MATERIALS A. CEMENT: Portland Cement conforming to the specifications and test for Type I Portland Cement of the American Society for Testing and Materials, Designation C -150. B. FINE AGGREGATE: Fine aggregate consisting of natural, washed and screened sand having clean, hard, strong, durable, uncoated grains complying with the requirements for ASTM C -33. The sand shall generally be of such size that all will pass a 3/8 inch sieve, at least 95% pass a 1/4 inch screen and at least •80% pass a No. 8 sieve. Aggregate shall not contain strong alkali, or organic material which gives a color darker than the standard color when tested in accordance with ASTM Specification Designation C -40. C. FLYASH /POZZOLANS: Fly ash shall be an ASTM C618, Class "C" fly ash. The fly ash may be used in controlled low- strength material. D. WATER: Water for concrete shall be clean and free from oil, acid, alkali, organic matter or other harmful Impurities. Water which is suitable for drinking or for ordinary household use will be acceptable for concrete. Where available, water shall be obtained from mains of a waterworks system. E. ADDITIVE: "Darafill" may be required to meetthese specifications. 2.02 MIXES A. In the determination of the amount of water required for mix, consideration shall be given to the moisture content of the aggregate. The net amount of water in the mix will Controlled Low- Strength Material (Flowable Fill) 02253 -2 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 Ut -20 & UT -49 City of Denton Raw Water be the amount added at the mixer; plus the free water in the aggregate; and minus the absorption of the aggregate, based on a thirty (30) minute absorption period. No water allowance shall be made for evaporation after batching. B. The methods of measurement of materials shall be such that the proportions of water to cement can be closely controlled during the progress of the work and easily checked at any time. To avoid unnecessary or haphazard changes In consistency, the aggregate shall be obtained from sources which will insure a uniform quality and grading during any single day's operation and they shall be delivered to the work and handled in such a manner that the variation in moisture content will not Interfere with the steady production of concrete of reasonable degree of uniformity. Sources of supply shall be submitted for approval. C. All material shall be separately and accurately measured. Measurement may be made by weight or by volume, as determined by the Utility Contractor; however; all equipment for measurement of materials shall be subject to approval. D. The proportions of the mix shall be such as to produce material that can be placed readily into the void area without spading or vibrating, and without segregation or undue accumulation of water or laitance of the surface. When additive Is contained in the concrete mix, the additive ingredients, proportions and placement of the additive shall be per manufacturer's recommendations. 3.00 EXECUTION 3.01 INSTALLATION A. Utility Contractor shall provide sufficient advance notice before starting to place material in any area, to permit inspection of the area, and preparation for pouring. B. Conduct the operation of depositing and compacting the material so as to form a compact, dense, impervious mass. C. Flowable mortar shall be uniformly placed to the depth shown on the plans. The fill shall be brought up uniformly to the top of excavation elevation. Placement of mortar fill shall then cease and the fill protected from traffic for a period of 72 hours. D. The material shall be placed against undisturbed trench walls, and shall not be placed on or against frozen ground. E. Material shall be placed in lifts or other measures shall be taken to prevent pipe floatation. Material shall be allowed to harden before placing next lift. END OF SECTION Controlled Low- Strength Material ( Flowable Fill) 02253 -3 IH 35 E Segment 3 Utilitles Dallas /Denton County January 2015 Ut -20 & UT -49 City of Denton Raw Water THIS PAGE INTENTIONALLY LEFT BLANK Controlled Low - Strength Material (Flowable Fill) 02253.4 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 Ut -20 & UT -49 City of Denton Raw Water 02314 PIPELINE CROSSING HIGHWAYS, STREETS AND RAILROADS BY TUNNELING OR OPEN CUT 1.00 GENERAL 1.01 WORK INCLUDED A. Furnish labor, materials, equipment and incidentals necessary to install pipe casings or tunnel liners by jacking, tunneling or open cut as specified. This section sets forth the requirements for utility lines crossing roadways or railroads using bore, tunneling, or open cut. 1.02 QUALITY ASSURANCE A. Design Criteria 1. Tunnel Liner Plate: The tunnel liner plate shall be designed by the Manufacturer in accordance with the methods and criteria as specified in AASHTO Standard Specifications for Highway Bridges, Section 15. Soil parameters shall be determined by the Tunnel Liner Plate Manufacturer. The tunnel liner plate shall be designed to allow a maximum deflection of 3 percent. The thickness of the tunnel liner plate specified herein is the minimum acceptable and shall be increased as necessary to obtain adequate joint strength, stiffness, buckling strength, and resistance to deflection. B. Installer's Qualifications Installation shall be by a competent, experienced contractor or sub - contractor. The installation Utility Contractor shall have a satisfactory experience record of at least 3 years engaged in similar work of equal scope. C. Performance Requirements Lateral or vertical variation in the final position of the pipe casing or tunnel liner from the line and grade established by the Consultant shall be permitted only to the extent of 1/2- inch in 10 feet, provided that such variation shall be regular and only in the direction that will not detrimentally affect the function of the carrier pipe. 1.03 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review, The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Submittals shall include: 1. Shop drawings of the tunnel liner plate and fasteners from the tunnel liner plate manufacturer. a. Shop drawings shall Include calculations for the design of the tunnel liner plate sealed by a licensed Professional Engineer who is registered in the State of Texas. Shop drawings are for record purposes only and will not be reviewed or approved by the Consultant. 2. Certificate of Adequacy of Design for the tunnel liner plate. Pipelines Crossing Highways, Streets and Railroads By Tunneling Or Open Cut 02314-1 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 3. Certified Test Reports indicating proposed cellular grout mix is in compliance with the requirements of this specification. 4. Shop Drawings of the pipe casings from the manufacturer. S. Record data describing the Utility Contractor's proposed tunneling operation and installation of the mainline pipe. 6. Copies of all record drawings and submittals shall be submitted to the Owner. 1.04 STANDARDS A. American Association of State Highway and Transportation Officials ( AASHTO) Standards; AASHTO M190 Bituminous Coated Corrugated Metal Culvert Pipe and Pipe Arches AASHTO Standard Specifications for Highway Bridges, 1993 B. American Society of Testing and Materials (ASTM) Standards: ASTM A307 Carbon Steel Bolts and Studs 60,000 PSI Tensile Strength �,,. .......... .... , --------- . ASTM A449 Quenched and Tempered Steel Bolts and Studs ASTM A568/ Steel, Carbon, and High Strength, Low Alloy, Hot- Rolled and Cold - Rolled A568M for Commercial Quality ASTM C76 Reinforced Concrete Culvert, Storm Drain, and Sewer Pipe ... .. _ ...._..... ..._ .......... ...... ASTM D4254 Test Method for Minimum Index Density of Soils and Calculation of Relative Density C. American Water Works Association (AWWA) Standards: ...._ . - - - - -- . AWWA C206 Field Welding of Steel Water Pipe _ ....__. , . ., _ ........ - AWWA C210 Liquid Epoxy Coating Systems for the Interior and Exterior of Steel . ......... Water Pipelines 1.05 DELIVERY AND STORAGE A. Store casings and tunnel liner plates according to the manufacturer's instruction. Avoid damaging coating during loading, transportation, unloading, or installation. Store casings and liner plates so that they do not pond or hold water. 1.06 JOB CONDITIONS, PERMITS, AND EASEMENT REQUIREMENTS A. Where the work is In the public right -of -way or railroad company right -of -way, the Developer will secure the appropriate permits or easements. The Utility Contractor shall Pipelines Crossing Highways, Streets and Railroads By Tunneling Or Open Cut 02314-2 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water observe regulations and instructions of the right -of -way owner as to the methods of performing the work and take precautions for the safety of the property and the public. B. Comply with the requirements of the permit and /or easement. If required by the Right -of- Way owner, obtain Protective Liability Insurance in the amount required by the particular company or other insurance as is specified in the permit. Developer will acquire a permit, agreement, or work order from the right -of -way owner as is required. C. Construction along roads and railroads shall be performed in such manner that the excavated material be kept off the roads and railroads at all times, as well as, all operating equipment. Construction shall not interfere with the operations of the roads and railroads. D. Barricades, warning signs, and flagmen, when necessary and specified, shall be provided by the Utility Contractor. E. No blasting shall be allowed. Existing pipelines are to be protected. The Utility Contractor shall verify location and elevation of any pipe lines and telephone cable before proceeding with the construction and plan his construction so as to avoid damage to the exlsting pipe lines or telephone cables. Verification of location of existing utilities shall be the complete responsibility of the Utility Contractor. 1.07 BORED CROSSINGS A. Casing Material: Unless specified otherwise, the Utility Contractor may use steel pipe or tunnel liner plate where bore and /or tunnel is specified. The material specifications for casing pipe and tunnel liner are the minimum acceptable. The Utility Contractor shall be fully responsible to insure the materials used are of sufficient strength for the installation method chosen and the soil conditions encountered. B. Tunnel Methods: Unless specified otherwise, the Utility Contractor may use tunneling for the installation method of casing material. Tunnel liner plate shall not be used where bore methods are used. The Utility Contractor shall be fully responsible to insure the methods used are adequate for the protection of workers, pipe, property, and the public. Provide a finished product as required. 2.00 PRODUCTS 2.01 MATERIALS A. Tunnel Liner Plates: Corrugated metal tunnel liner plates shall be galvanized and asphalt coated; made from steel sheets conforming to the requirements of ASTM A569. Material to be galvanized shall be zinc coated in accordance with ASTM A123, except that the zinc shall be applied at a rate of 2.0 oz. per square foot on each side. Asphalt coating shall comply with AASHTO M190. Tunnel liner plates and fasteners shall comply with the requirements of AASHTO Standard Specifications for Highway Bridges. Liner plates shall be punched for bolting on both longitudinal and circumferential seams, fabricated to permit complete erection from the inside of the tunnel. Bolts and nuts shall be galvanized to conform to ASTM A153. Plates shall be of uniform fabrication and those intended for one size tunnel shall be interchangeable. Welding of tunnel liner plate shall not be allowed. The material used for the construction of these plates shall be new, unused, and suitable for the purpose intended. Workmanship shall be first class in every respect. Pipelines Crossing Highways, Streets and Railroads By Tunneling Or Open Cut 02314-3 11-135 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water Tunnel Diameter 48" 60" Flange Liner Minimum Thickness (Gauge) 1 14 *For Bury Depth from 8 ft to 16 ft .................................................... . 4 Flange Liner Minimum Thickness 12 11 B. Steel Pipe: Steel casing pipe shall have a minimum yield strength of 35,000 psi. Casing shall meet ASTM A36, ASTM A568, ASTM A135, ASTM A139. Pipe shall be coated and lined in accordance with AW WA C210 or approved equal. Pipe joints shall be welded in accordance with AWWA C206. After pipe is welded, coating and lining shall be repaired. Unless specified otherwise, the minimum wall thickness of steel casing pipe shall be as follows: �I Casing Diameter Wall Thickness 42" to 60" 0.844" 2.02 MIXES A. Cement Mortar: Consisting of 1 part cement to 2 parts clean sand with sufficient water to make a thick workable mix. B. Pressure Grout Mix: Comprised of 1 cubic foot of cement and 3.5 cubic feet of clean fine sand with sufficient water added to provide a free flowing thick slurry. If desired to maintain solids in the mixture In suspension, 1 cubic foot of commercial grade bentonite may be added to each 12 to 15 cubic feet of the slurry. C. Cellular Grout Mix: The cellular grout shall be a low- density, non - shrink grout composed of Type II Portland cement, water, and performed foam. The cellular grout shall have the following characteristics: 1. Minimum 28 -day Compressive Strength =1000 psi 2. Slurry (Wet) Density = 50 to 60 pcf 3. Cement = Type II, per ASTM C150 4. Water = Potable 5. Foam = Per ASTM C869 6. Water /Cement Ratio = 0.56b to 0.60 2.03 MANUFACTURED PRODUCTS A. Tunnel Liner: Manufactured by Contech, Commercial Shearing, Inc., or approved equal. B. Mortar Bands: Concrete cylinder pipe and mortar coated steel pipe may have thickened outside mortar bands in lieu of casing spacers. Mortar bands shall be properly positioned the pipe within the casing or tunnel liner. Pipelines Crossing Highways, Streets and Railroads By Tunneling Or Open Cut 02314-4 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 3.00 EXECUTION 3.01 GENERAL CONSTRUCTION PROCEDURES A. Excavation and Backfill of Access Pits 1. Do not allow excavation over the limits of the bore or tunnel as specified. Trench walls of access pits adjacent to the bore or tunnel face shall be truly vertical. Shore the trench walls as necessary to protect workmen, the public, structures, roadways, and other improvements. No dirt from a pit excavation shall be placed on a roadway or roadway shoulder. All equipment and stockpiled dirt shall meet the safety clear zone distances in accordance with the current Texas Department of Transportation (TxDOT) requirements. The Utility Contractor shall install adequate barricades and warning devices to protect the traveling public. All pits shall be kept dry and free of standing water. 2. Unless flowable fill or concrete encasement is used, excavations within the right -of -way and not under surfacing shall be backfilled and consolidated by tamping in 6 -inch horizontal layers to 95 percent of maximum density as measured by ASTM D698. Surplus material shall be removed from the right -of -way and the excavation finished to original grades. Backfill pits immediately after the installation of the carrier pipe is completed. If carrier pipe is not installed immediately after casing pipe installation, the Right -of -Way owner may require the access pits be temporarily backfilled until installation of carrier pipe. 3. Where seeding or sodding is disturbed by excavation or backfilling operations, such areas shall be replaced by seeding or sodding as specified in Section 02202 "Pipeline Excavation and Backfill." B. Installing Carrier Pipe In Tunnels and Casings 1. Pipe to be installed within the casing or tunnel liner shall meet the requirements for this type of pipe as specified. , 2. Pull or skid pipe into place inside the casing. Lubricants such as flax soap or drilling mud may be used to ease pipe installation. Do not use petroleum products, oil or grease for this purpose. If guide rails are used, install pipe and hold down jacks after installation of carrier pipe. 3. After installation of the carrier pipe, mortar inside and outside of the joints as applicable. Verify electrical discontinuity between the carrier pipe and casing or tunnel liner. If continuity exists, remedy the short prior to applying cellular grout. 4. Utility Contractor shall install hold -down jacks at the pipe ends to secure the pipe in place between the ceiling of the tunnel liner or casing pipe and the top of the carrier pipe. The hold -down jacks shall be secured in place to hand - tightness. Do not install the jacks in place with wrenches or other tools to increase tightness between the tunnel plate or casing pipe and the carrier pipe. 5. After carrier pipe installation is completed, seal or plug the ends of the casing. C. Free -Air System: 1. If required by OSHA standards, free -air systems shall be installed and maintained. Pipelines Crossing Highways, Streets and Railroads By Tunneling Or Open Cut 02314-5 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water D. Installation of Pressure Grout Mix: a. Install pressure grout mix in the void space between the outside of the casing pipe or tunnel liner and the excavation. For bore or jacks with casing pipe, install pressure grout mix immediately upon completion of setting casing pipe. For tunnel liner plate, install pressure grout mix at the end of each work day or more often as conditions warrant. b. Unless specified otherwise, install pressure grouting through grout fittings for the casing pipe or tunnel liner plate 30 inches in diameter or larger. Grout fittings shall be fabricated into casing pipe and tunnel liner plate at a maximum spacing of 6 feet. Remove and plug grout fittings after pressure grouting. c. Install pressure grout from the low end for all crossings where grout fittings are not used. Seal the low end and pressure grout until grout is extruded from the opposite end. 3.02 CROSSINGS INSTALLED BY JACKING A. Jack the pipe from the low or downstream end, unless specified otherwise. Provide heavy duty jacks suitable for forcing the pipe through the embankment. In operating jacks, apply even pressure to the jacks used. Provide a suitable jacking head and bracing between jacks so that pressure will be applied to the pipe uniformly around the ring of the pipe. Provide a suitable jacking frame or back stop. Set the pipe to be jacked on guides, properly braced together, to support the section of the pipe and to direct it in the proper line and grade. Place the whole jacking assembly so as to line up with the direction and grade of the pipe. In general, excavate embankment material just ahead of the pipe and material removed through the pipe. Force the pipe through the embankment with jacks into the space provided. B. The excavation for the underside of the pipe, for at least one -third of the circumference of the pipe, shall conform to the contour and grade of the pipe. Provide a clearance of not more than 2 inches for the upper half of the pipe. This clearance shall be tapered off to zero at the point where the excavation conforms to the contour of the pipe. Extend the distance of the excavation beyond the end of the pipe depending on the character of the material, but do not exceed 2 feet In any case. Decrease the distance if the character of the material being excavated makes it desirable to keep the advance excavation closer to the end of the pipe. C. If desired, use a cutting edge of steel plate around the head end of the pipe extending a short distance beyond the end of the pipe with inside angles or lugs to keep the cutting edge from slipping back onto pipe. D. When jacking of pipe has begun, carry on the operation without interruption to prevent the pipe from becoming firmly set in the embankment. Remove and replace any pipe damaged in the jacking operations. 3.03 CROSSINGS INSTALLED BY TUNNELING WITH TUNNEL LINER PLATE A. Install the tunnel liner plates to the limits indicated and as specified in AASHTO Standards Specifications for Highway Bridges, Section 1 -15, Construction Tunnels Using Steel Tunnel Pipelines Crossing Highways, Streets and Railroads By Tunneling Or Open Cut 02314-6 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water Liner Plates. Assemble steel liner plates into circumferential rings. Liner plates shall be of the type to permit segments to be Installed completely from inside the tunnel or bore. B. Accurately maintain the face of the excavation inside the tunnel so as to allow the absolute minimum of void space outside the liner plate. Maintain a maximum of 1/2 -inch tolerance between the outside of the liner plate and the excavation wherever possible. The tunnel diameter shall not be greater than 2 inches larger than the liner O.D. C. Liner plate installation shall proceed as closely as possible behind the excavation. Excavation shall at no time be more than 6 Inches ahead of the required space to install an individual tunnel liner plate. Use breast plates, poling boards or other suitable devices to maintain accurate excavation with the minimum of unsupported excavation at any time. Tunnel liner plate shall not be allowed to deflect vertically during installation. 3.04 CROSSINGS WITH CASING INSTALLED BY OPEN CUT A. This article covers the requirements for the construction of crossings where pipe casing is required for installation by the open cut method. Excavation, backfill, and embedment of casing pipe shall be as specified in Section 02202 "Pipeline Excavation and Backfill." All other requirements shall be as specified herein. END OF SECTION Pipelines Crossing Highways, Streets and Railroads By Tunneling Or Open Cut 02314-7 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT-49 City of Denton Raw Water THIS PAGE INTENTIONALLY LEFT BLANK Pipelines Crossing Highways, Streets and Railroads By Tunneling Or Open Cut 02314-8 11-135 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 02614 BAR - WRAPPED CONCRETE CYLINDER PIPE 1.00 GENERAL 1.01 WORK INCLUDED A. Furnish labor, materials, equipment and incidentals necessary to install bar - wrapped concrete cylinder pipe, and specials, Including connections and appurtenances as required for the proper installation and function of the system as Indicated herein. 1.02 QUALITY ASSURANCE A. Experience Requirements Finished pipe shall be the product of one (1) manufacturer that has had not less than 5 years successful experience manufacturing pipe of the types and sizes indicated. Pipe manufacturing operations (pipe, fittings, lining, coating) shall be performed at one (1) location. B. Manufacturer's Technician for Pipe Installation During the construction period, the Pipe Manufacturer shall furnish the services of a factory trained, qualified, job experienced technician assistant as necessary in pipe laying and pipe jointing. This technician shall assist and advise the Utility Contractor in his pipe laying operations and shall instruct construction personnel in proper joint assembly and joint inspection procedures. The technician is not required to be on -site full time; however, the technician shall be on -site during the first 2 weeks of pipe laying and thereafter as requested by the Consultant, Owner, or Utility Contractor. 1.03 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review. The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Submittals shall be in accordance with and shall Include: 1. Prior to the creation of fabrication and laying shop drawings, the Utility Contractor shall submit drawings to the Consultant showing the northing, easting, and top of pipe elevation at each joint location where the proposed pipe connects to existing pipes. 2. Prior to the fabrication of the pipe, submit fabrication and laying drawings to the Consultant as shop drawings. Shop drawings shall include a complete description of the pipe offered, including cuts, tabulated layout and pertinent design data. Shop drawings shall reference stationing on the plan /profile sheets and shall incorporate changes necessary to avoid conflicts with existing utilities and structures and adjustments necessary to make tie -ins. Details for the design and fabrication of all fittings and specials and provisions for thrust shall be included. Manufacturer and Utility Contractor shall field verify pipe tie -in connections for adequate thrust restraint. 3. Prior to delivery of the pipe to the project site, the Manufacturer shall submit shop drawings for pipe design and thrust restraint calculations per paragraph 2.03A of this section signed and sealed by a Professional Engineer Licensed in the State of Texas. Bar - Wrapped Concrete Cylinder Pipe and Fittings 02614-1 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water Furthermore, the Manufacturer shall furnish an affidavit certifying that all pipe, fittings, and specials, and other products and materials furnished, comply with this specification and AWWA C303. Copies of results of factory tests and mill certificates for steel and cement shall be provided, including chemical and physical test results for each heat of steel. 4. Certified test reports for factory and field welder certification. 5. Certified test reports for all field welds. 6. The Utility Contractor's proposed field welding procedure in accordance with AWWA C206 and AWS D1.1. 7. Copies of results of factory hydrostatic tests. 8. Prior to final completion, submit as- built, top -of -pipe survey as Record Data. Top -of -pipe survey shall include station and top -of -pipe elevation for each pipe joint. Survey information shall be provided on the Utility Contractor's "As- Built" drawings. 9. Copies of approved submittals shall be submitted to the Owner. 1.04 STANDARDS A. Except as modified or supplemented herein, bar - wrapped concrete cylinder pipe shall conform to the applicable requirements of the following standard specifications, latest edition: 1. American National Standards Institute (ANSI) / NSF Standards: ANSI /NSF Standard 61 2. American Society for Testing and Materials (ASTM) Standards: ASTM A33 ASTM A570 ASTM C144 ASTM C150 ASTM D698 ASTM E709 ASTM E1444 Standard Specification for Concrete Aggregates ® - . .... -- Standard Specification for Steel, Sheet and Strip, Carbon, Hot Rolled, Structural Qualily .....__ ._ 11 1 Specification for Aggregate for Masonry Mortar Specification for Portland Cement Test for Moisture-Density " " -.._.......l_ it Relations for Soils Practice for Magnetic Particle Examination 11111 ........r _..... Guide for Magnetic Particle Examination 3. American Welding Society (AWS) Code: AWS D1.1 Structural Welding Code 4. American Water Works Associations (AWWA) Standards: AWWA C303 Standard for Concrete Pressure Pipe Bar - Wrapped, Steel Cylinder Type AWWA M9 1.05 DELIVERY AND STORAGE Manual: Concrete Pressure Pipe Bar- Wrapped Concrete Cylinder Pipe and Fittings 02614-2 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water A. Packing 1. The pipe shall be prepared for shipment to afford maximum protection from normal hazard of transportation and allow pipe to reach project site in an undamaged condition. Pipe damaged in shipment shall not be delivered to the project site unless such damaged pipe is properly repaired. 2. Pipes shall be carefully supported during shipment and storage. Pipe, fittings, and specials shall be separated so that they do not bear against each other in transmit. Ship pipe on padded bunks with tie -down straps. Store pipe on padded skids, sand or dirt berms, tires, or other suitable means to protect the pipe from damage. Each length of pipe 36 inches and larger shall be internally supported and braced with stulls to maintain a true circular shape. internal supports shall consist of steel or timber stulls firmly wedged and secured so that the stulls remain in place during handling. Pipe shall be rotated so that one stull is vertical. Stulls shall not be removed until pipe is set to final grade. 3. Deliver, handle, and store pipe in accordance with the Manufacturer's recommendations to protect coating systems. B. Marking for Identification Each joint of pipe and each fitting shall have plainly marked on one end, the class for which it is designed, the date of manufacturer, and the identification number as shown on the shop drawings. Beveled pipe shall be marked with the amount of bevel. The top centerlines shall be marked on all specials. 2.00 PRODUCTS 2.01 MATERIALS A. Cement: Cement for use in concrete and mortar shall be Type II Portland Cement conforming to ASTM C150. B. Aggregates: Aggregates for concrete lining and coating shall conform to ASTM C33. C. Sand: Sand used for inside and outside joints shall be of silica base, conforming to ASTM C144. D. Special Coating: Pipe to be laid In casing shall have two built up rings or mortar each approximately 2 feet long and 2" higher than the pipe bell to prevent pipe being supported by the bell. Rings to be at the quarter points of the pipe section. E. Steel: Steel shall meet the requirements of AWWA C303. Steel shall be homogeneous and shall be suitable for field welding. F. Threaded Outlets: Where outlets or taps are threaded, furnish and install brass bushings and plugs for the outlet size Indicated. 2.02 MIXES: CEMENT MORTAR A. Cement mortar used for pipe joints shall consist of 1 part Portland cement to 2 parts clean, fine, sharp silica sand, mixed with water. Exterior joint mortar shall be mixed to the consistency of thick cream. Interior joint mortar shall be mixed with as little water as Bar - Wrapped Concrete Cylinder Pipe and Fittings 02614-3 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water possible so that the mortar is very stiff, but workable. Cement shall be ASTM C150, Type II. Sand shall conform to ASTM C144. Cement mortar used for patching shall be mixed as per cement mortar for inside joints. Water for cement mortar shall be treated and suitable for drinking water. B. Bonding agent for interior joints and pipe patching shall be Probond Epoxy Bonding Agent ET -150, Parts A and B, Sikadur 32 Hi -Mod or approved equal. 2.03 MANUFACTURED PRODUCTS A. Pipe 1. General Pipe, specials and fittings shall be designed, manufactured, and tested in accordance with the applicable requirements of AWWA C303 and AWWA Manual M9, and the special requirements of this specification. 2„ Pipe Design Criteria a. Sizes and pressure classes shall be as shown on the drawings. For the purposes of pipe design, the pipe design pressure class and system working pressure shall be as indicated in the table below. The surge pressure is 1.5 times the working pressure which provides a transient pressure allowance of 50°x6 of working pressure. Fittings, specials and connections shall be same class as the associated pipe. Pipe and fittings shall be clearly marked with the pressure class and piece number to permit easy identification in the field. Pipe design shall be based on trench conditions and design pressure class specified. Pipe shall be designed according to the methods indicated in AWWA C303 and AWWA Manual M9 for trench construction, using the following parameters: Pipe Design Pressure Class Working Pressure .... „ ............. Transient Pressure Allowance Unit Weight of Fill (w) Live Load Coefficient k Maximum circumferential steel stress at working pressure _.. ._....... . Maximum calculated deflection, Dy = Dx Bar - Wrapped Concrete Cylinder Pipe and Fittings IH 35 E Segment 3 Utilities Dallas /Denton County UT -20 & UT -49 City of Denton Raw Water As indicated As indicated 700 (Typical Trench Section) 3000 (Where Encased) 0.090 18,000 psi 1.0% 02614-4 January 2015 b. Trench depths indicated shall be verified after existing utilities are located. Vertical alignment changes required because of existing utility or other conflicts shall be accommodated by an appropriate change in pipe design depth. In no case shall pipe be installed deeper than its design allows. c. The pipe manufacturer shall submit, to the Consultant and the Owner, shop drawings for all pipe design. Shop drawings shall be signed and sealed by a Professional Engineer Licensed in the State of Texas. 3. Provisions for Thrust a. Thrusts at bends, tees, plugs, or other fittings shall be resisted by restrained joints, unless otherwise noted in plans. Thrust at bends adjacent to casing shall be restrained by welding joints through casing and a sufficient distance each side of casing. No thrust restraint contribution shall be allowed for pipe in casing, unless the annular space in the casing is filled with cellular grout. b. Restrained joints shall be used for a sufficient distance from each bend, tee, plug, or other fitting to resist thrust which will be developed at the design pressure of the pipe. For the purpose of thrust restraint, design pressure shall be determined based on the following system pressures. Working Pressure 1150 psi Transient Pressure Allowance 175 psi Field Test Pressure d 180 psi c. Restrained joints shall consist of welded joints. In areas where restrained joints are used for thrust restraint, the pipe shall have adequate cylinder thickness to transmit the thrust forces. For welded joints, if the thickness of the steel cylinder adjacent to the welded joint is greater than or equal to 0.1875 inch, the joints to be welded shall be prepared by trimming the spigot in the shop. d. Thrust restraint design shall be the complete responsibility of the pipe manufacturer. The length of pipe with welded joints, the pipe cylinder thickness necessary to resist thrust forces, and all other provisions necessary for thrust restraint shall be determined by the pipe manufacturer, in accordance with the following: 1). The Weight of earth (We) shall be calculated as the based on the backfill density and height of cover as in AWWA Manual M9. 2). Soil density = 130 pcf (maximum value to be used). 3). Coefficient of friction = 0.3 (maximum value to be used). 4). The above applies to unsaturated soil conditions. In locations where ground water is encountered, the soil density shall be reduced to its buoyant weight for the backfill below the water table, and the coefficient of friction shall be reduced to 0.25. Bar - Wrapped Concrete Cylinder Pipe and Fittings 02614-5 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 5). For all bends, valves and bulkheads, restrained pipe length calculations shall be signed and sealed by a licensed professional engineer on behalf the pipe manufacturer. All thrust restraint calculations shall be in accordance with the latest edition of the American Water Works Association Concrete Pressure Pipe Manual M9 and performed by the American Concrete Pressure Pipe Association — Thrust Restraint Design Program. Restrained pipe length calculations shall be submitted to the Owner and the Engineer for approval. e. The pipe manufacturer shall submit, to the Consultant and the Owner, shop drawings for pipe restraint design and calculations signed and sealed by a Professional Engineer Licensed In the State of Texas. 4. Inside Diameter: The inside diameter, including the cement mortar lining, shall be a minimum of the nominal diameter of the pipe specified. B. Joint Wrappers: Similar and equal to those manufactured by Mar Mac Manufacturing Company. C. Joint Bonds, Insulated Connections, and Flange Gaskets: See Section 16061 "Joint Bonding and Electrical Isolation." D. Pipe Ends: The standard pipe end shall include carnegle steel joint ring with rubber gasket as per AWWA Manual M9 and AWWA C303. Welded joints shall be provided as required for thrust restraint. Harnessed joints and flanged joints shall be provided where indicated on the plans. E. Flanges: Flanges shall conform to ANSI Drilling of class equal to or greater than the pipe class, unless otherwise specified, and shall match class of valves or appurtenances which are attached. Drilling pattern shall match pattern of valve or fitting which will be attached. F. Bend Fittings: All bend fittings shall be long radius (minimum of 2.5 times the pipe ID) to permit easy passage of pipeline pigs. G. Nuts and Bolts: All nuts and bolts shall be stainless steel. Use an anti -seize compound during installation. H. Butt Strap Closure Joints: Where necessary to make closure to pipe previously laid, closure joints shall be Installed using butt strap joints in accordance with AWWA C206 and applicable provisions of this specification. 3.00 EXECUTION 3.01 INSTALLATION A. General 1. Install pipe, fittings, specials, and appurtenances as specified and required for the proper functioning of the completed pipe line. Install pipe, fittings, and specials in accordance with the Manufacturer's recommendations and AWWA Manual M9. Pipe shall be laid to the line and grade indicated. 2. The requirements of Section 02202 "Pipeline Excavation and Backfill" govern for the excavation and backfilling of trenches for laying pipe, fittings, and specials. Maximum Bar - Wrapped Concrete Cylinder Pipe and Fittings 02614-6 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT-49 City of Denton Raw Water allowable pipe deflection is limited to 1 percent for bar - wrapped concrete cylinder pipe measured in any direction. Utility Contractor shall repair pipe not meeting this requirement. 3. Keep the pipe clean during the laying operation and free of sticks, dirt, animals, and trash, and at the close of each operating day, effectively seal the open end of the pipe against the entrance of water using a gasketed night cap. Do not lay pipe in water. 4. Install bonds at all pipe joints, other than welded joints or insulated joints. B. Pipe Handling 1. Haul, pipe, fittings, valves and other accessories to the job site. At all times handle the pipe with care to avoid damage. Load and unload pipe using hoists or cranes as specified below. Under no circumstances shall they be dropped. 2. At all times handle pipe with wide nonabrasive slings, wire ropes, belts or other equipment designed to prevent damage to the coating, and keep this equipment in such repair that its continued use is not injurious to the coating. The use of tongs, bare pinch -bars, chain slings, or pipe hooks without proper padding or any other handling equipment which are injurious to the coating shall not be permitted. Provide adequate spacing of pipe supports to prevent cracking or damage to the cement mortar lining. 3. Carefully observe the pipe for cracking and check the inside lining and coating, and should cracking occur, take immediate steps to protect the pipe. Have the Pipe Manufacturer repair any joint of pipe that has shrinkage cracks with a width of 1/16 inch or greater in the inside lining by using an approved method. If, in the opinion of the Consultant, the pipe is not suitable for repair, reject, plainly mark, and remove the pipe from the project site. 4. Have the Pipe Manufacturer repair any joint of pipe that has exterior coating cracks larger than 0.005 inch (a hairline) by using an approved method. *If, in the opinion of the Consultant, the pipe is not suitable for repair, reject, plainly mark, and remove the pipe from the project site. 5. Remove, replace or reject any disbonded lining or coating. Apply bonding agent to patch area. A patch larger than 100 square inches or 12 inches in greatest dimension shall not be accepted. Adequately cure patches. 6. Provide the proper implements, tools, equipment and facilities for safe and convenient prosecution of the work. Lower pipe, fittings, specials, valves, etc. into the trench by means of a crane or other machine. Do not roll or dump into the trench. The crane shall be of a sufficient size for handling the pipe, and shall lift and lower the pipe at a slow rate of speed. The crane shall be capable of stopping the lifting operation at any point without producing a shock or otherwise jerking or vibrating the pipe. 7. Keep the pipe clean during the laying operation and free of sticks, dirt, and trash. At the close of each operating day, effectively seal the open end of the pipe using a gasketed night cap. C. Pipe Jointing 1. General Bar - Wrapped Concrete Cylinder Pipe and Fittings 02614-7 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water a. Thoroughly clean the bell and spigot rings before laying each joint of pipe by brushing and wiping. If any damage to the protective coating on the metal has occurred, repair the damage before laying the pipe. Lubricate the gasket and the Inside surface of the bell with an approved lubricant (flax soap) which will facilitate the telescoping of the joint. Tightly fit together sections of pipe and exercise care to secure true alignment and grade. When a joint of pipe is being laid, place the gasket on the spigot ring and enter the spigot end of the pipe into the bell of the adjoining pipe and push into position. The inside joint space between ends of the pipe sections shall have an opening within the tolerances as recommended by the Pipe Manufacturer. No "blocking up" of pipe or joints will be permitted, and if the pipe is not uniformly supported or the joint not made up properly, remove the joint and properly prepare the trench. After joining, check the position of the gasket with a feeler gauge. If the gasket is out of position, disassemble the joint and repeat the joint laying procedure. b. For interior welded joints, complete backfill before welding. After welding, apply the interior joint coating. 2. Exterior Joints Make the exterior joint by placing a joint wrapper around the pipe and secure in place with two metal straps. The wrapper shall be 9 inches wide for pipe 36 inches and larger, and 7 inches wide for smaller pipe, hemmed on each side. The wrapper shall be fiberglass reinforced or burlap cloth, with lengths encircling the pipe, leaving enough opening between ends to allow the mortar to be poured Inside the wrapper into the joint. Fill the joint with mortar from one side in one continuous operation until the grout has flowed entirely around the pipe. During the filling of the joint, pat or manipulate the sides of the wrapper to settle the mortar and expel any entrapped air. Leave wrappers in place undisturbed until the mortar has set -up. 3. InterlorJoints a. Upon completion of backfilling of the pipe trench, fill the inside joint recess with a stiff cement mortar. Prior to placing of mortar, clean out dirt or trash that has collected In the joint, and moisten the concrete surfaces of the joint space by spraying or brushing with a wet brush. Where the mortar joint opening is 1 inch or wider, such as where trimmed spigots are required, apply a bonding agent to mortar and steel surface prior to placing joint mortar. Ram or pack the stiff mortar into the joint space and take extreme care to insure that no volds remain In the joint space. After the joint has been filled, level the surfaces of the joint mortar with the interior surfaces of the pipe with a steel trowel so that the surface is smooth. 4. Welded Joints a. Pipe 36 inches and smaller shall be welded from the outside using the following procedures: 1). Telescope together the joints to be welded with a rubber gasket as specified above and align perfectly with the adjacent section of pipe. Accomplish welding by laying a filler rod between the steel bell of one section and the steel spigot of the other, and welding the bell to the outside of the spigot. Use no less than three complete passes to make the weld. When the joint weld is completed, Bar-Wrapped Concrete Cylinder Pipe and Fittings 02614-8 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water pour the exterior joint with mortar a s s pecified above. After all sections are in final position, fill the interlor joint as specified above. Welded joints shall meet the requirements of AWWA Manual M9. b. Pipe 42 inches and larger shall be welded from the inside, using the following procedures: 1). Complete the exterior joint mortar application and allow it fully set and cure prior to backfill and welding. Joint spigots shall be trimmed where the stress in the gasket groove exceeds 12,000 psi due to axial thrust load. Trim the joint ring behind the gasket groove. After the adjacent pipe sections are aligned and tack welded, weld the bell to the spigot with a full fillet weld. Welded joints shall meet the requirements of AWWA Manual M9. When the joint weld is completed, grout the inside joint, pour the exterior joint with mortar as specified above. c. General weld requirements shall be as follows: 1). Weld joints in accordance with the AWWA C206 for Field Welding of Steel Water Pipe. Unless otherwise specified, welds shall be full circle fillet welds. 2). Adequate provisions for reducing temperature stresses shall be the responsibility of the Utility Contractor. 3). After the pipe have been joined and properly aligned and prior to the start of the welding procedure, the spigot and bell shall be made essentially concentric by jacking, shimming, or tacking to obtain clearance tolerance around the periphery of the joint. In no case shall the clearance tolerance be permitted to accumulate. 4). Before welding, thoroughly clean pipe ends. Weld pipe by machine or by the manual shielded electric arc process. Welding shall be performed so as not to damage lining or coating. Cover the coating as necessary to protect from welding. 5). Furnish labor, equipment, tools and supplies, including shielded type welding rod. Protect welding rod from any deterioration prior to its use. If any portion of a box or carton is damaged, reject the entire box or carton. 6). In all hand welding, the metal shall be deposited in successive layers. For hand welds, not more than 1/8 inch of metal shall be deposited in each pass. Each pass except the final one, whether in butt or fillet welds, shall be thoroughly bobbed or peened to relieve shrinkage stresses and to remove dirt, slag, or flux before the succeeding bead is applied. Each pass shall be thoroughly fused into the plates at each side of the welding groove or fillet and shall not be permitted to pile up in the center of the weld. Undercutting along the side shall not be permitted. 7). Welds shall be free from pin holes, non - metallic inclusions, air pockets, undercutting and /or any other defects. 8). If the ends of the pipe are laminated, split or damaged to the extent that satisfactory welding contact cannot be obtained, remove the pipe from the line. Bar - Wrapped Concrete Cylinder Pipe and Fittings 02614-9 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 9). Furnish each welder employed with a steel stencil for marking the welds, so that the work of each welder may be identified. Have each welder stencil the pipe adjacent to the weld with the stencil assigned to him. In the event any welder leaves the job, his stencil shall be voided and not duplicated if another welder is employed. 10). Use only competent, skilled and qualified workmen. Each welder employed by the Utility Contractor shall be required to satisfactorily pass a welding test in accordance with AWWA C -206 before being allowed to weld on the pipeline. 11). After each welder has qualified in the preliminary tests referred to above, Inspections shall be made of joints in the line. Any welder making defective welds shall not be allowed to continue to weld. 12). Dye penetrant tests in accordance with ASTM E165, or magnetic particle tests in accordance with ASTM E709, shall be performed by the Utility Contractor's independent testing laboratory on all welded joints. Welds that prove to be defective will be replaced or repaired, whichever is deemed necessary by the Consultant, at Utility Contractor's expense. 13),If the Utility Contractor disagrees with the Consultant's interpretation of welding tests, test sections may be cut from the joint for physical testing. The Utility Contractor shall bear the expense of repairing the joint, regardless of the results of physical testing. The procedure for repairing the joint shall be approved by the Consultant before proceeding. D. Protection of Buried Metal Protect buried ferrous metal such as flanges, nuts, bolts, dresser couplings, etc. by applying two wraps of wax tape in accordance with AWWA C217, and encasing it with flowable fill. E. Patching 1. Excessive field - patching of lining or coating shall not be permitted. Patching of lining or coating will not be allowed where area to be repaired exceeds 100 square inches or has dimensions greater than 12 inches. In general, there shall not be more than one patch on either the lining or the coating of any one joint of pipe. 2. Wherever necessary to patch the pipe, make patch with cement mortar as previously specified for interiorioints. Apply a bonding agent to a clean, dry surface prior to cement mortar patch. Do not install patched pipe until the patch has been properly and adequately cured and approved for laying by the Consultant and Owner. Promptly remove rejected pipe from the site. F. Pipe Bedding and Backfill Pipe bedding and backfill shall be as specified in Section 02202 "Pipeline Excavation and Backfill." Remove sheeting and shoring in a manner such that a good bond is achieved between the backfill material and the undisturbed trench walls. 3.02 FIELD QUALITY CONTROL A. Perform a hydrostatic test as specified in Section 01666 "Hydrostatic Test" END OF SECTION Bar - Wrapped Concrete Cylinder Pipe and Fittings 02614-10 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 03301 CAST -IN -PLACE CONCRETE 1.00 GENERAL 1.01 SUMMARY A. This Section specifies cast -in -place concrete, including reinforcement, concrete materials, mixture design, placement procedures, and finishes. 1.02 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review. The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Product Data: For each type of product indicated. B. Shop drawings for each concrete design mixture: 1. Submit mix design supporting documentation and calculations as required. C. Certified Test Reports for 7 day and 28 day compressive strength results. D. Copies of all approved submittals shall be submitted to the Owner. 1.03 QUALITY ASSURANCE A. Manufacturer Qualifications: A firm experienced In manufacturing ready -mixed concrete products and that complies with ASTM C94/C94M requirements for production facilities and equipment. B. Source Limitations: Obtain each type of cement of the same brand from the same manufacturer's plant, obtain aggregate from one source, and obtain admixtures through one source from a single manufacturer. C. Comply with ACI 301, "Specification for Structural Concrete," D. Comply with ACI 117, "Specifications for Tolerances for Concrete Construction and Materials." 2.00 PRODUCTS 2.01 FORMWORK A. Furnish formwork and formwork accessories according to ACI 301. 2.02 STEEL REINFORCEMENT A. Reinforcing Bars: ASTM A615/A615M, Grade 60, deformed. B. Plain -Steel Welded Wire Reinforcement: ASTM A185, fabricated from as -drawn steel wire Into flat sheets. 2.03 CONCRETE MATERIALS Cast -In -Place Concrete 03301 -1 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water A. Cementitious Material: Use the following cementitious materials, of the same type, brand, and source throughout Project: 1. Portland Cement: ASTM C150, Type II. 2. Fly Ash: ASTM C618, Class F. No more than 20 percent of the cement may be replaced with fly ash. B. Coarse Aggregate: ASTM C33, graded, uniformly graded, of the size scheduled and as follows: 1. Class: Moderate weathering region, but not less than 3M. C. Fine Aggregate: 1. Washed and screened natural sands or sands manufactured by crushing stones; conforming to ASTM C33. The gradation in ASTM C33 is: Sieve Size Percent Retained . Percent Passing _ 3/8„ ®... ............ 0 100 #4 0 -5 95 -100 „ #8.... _ ® -- ---- - - - - -. 0 -20 80 -100 _._ #16 15 -50 50 -85 #30 40 -75 25 -60 #50 ......... 70-90 10 -30 ...... #100 90 -98 2 -10 2. Fine aggregate shall have not more than 45 percent retained between any two consecutive sieves. Its fineness modulus, as defined in ASTM C125, shall be not less than 2.3 nor more than 3.1. D. Water: ASTM C94/C94M; potable. 2.04 ADMIXTURES A. Air - Entraining Admixture: ASTM C260. B. Chemical Admixtures: Provide admixtures certified by manufacturer to be compatible with other admixtures and that will not contribute water - soluble chloride ions exceeding those permitted in hardened concrete. Do not use calcium chloride or admixtures containing calcium chloride. Water- Reducing Admixture -_ ........ ... Retarding Admixture Water- Reducing and Retarding Admixture ......... .. High- Range, Water - Reducing Admixture High- Range, Water Reducing and Retarding Admixture — -- - - - - -- ---- . Plasticizing and Retarding Admixture Cast -In -Place Concrete IH 35 E Segment 3 Utilities Dallas /Denton County UT -20 & UT -49 City of Denton Raw Water ASTM C494/C494M, Type A ASTM C494/C494M, Type B ASTM C494/C494M, Type D ASTM C494/C494M, Type ASTM C494/C494M, Type G ASTM C1017/C1017M, Type II 03301-2 January 2015 2.05 RELATED MATERIALS A. Joint - Filler Strips: ASTM D1751, asphalt- saturated cellulosic fiber, or ASTM D1752, cork or self- expanding cork. B. Non - Shrink Grout 1. General: Non - shrink grout for grouting of equipment baseplates (.other than pumps) or bed plates, column baseplates, other miscellaneous baseplates, piping block outs and other uses of grout. Grout shall meet the following requirements, as verified by independent laboratory tests: a. No shrinkage from the time of placement, or expansion after set, under ASTM C827 and CRD- C621 -83 (Corps of Engineers). When non - shrink grouts are tested under CRD- C621 -83, the grout shall be tested in a fluid state. A fluid state shall be defined as flowing through a flow cone at a rate of 20 seconds, +/- five (5) seconds. b. An initial set time of not less than 45 minutes under ASTM C191. 2. Non - Shrink Non - Metallic Grout: Pre - mixed, non - staining, non- shrink grout; minimum 28 -day compressive strength of 5,000 psi. a. Use below pipe supports and similar appurtenances. b. Products: 1). Masterflow 713 Plus by BASF The Chemical Company 2). Five Star Grout by Five Star Products, Inc. 3). SikaGrout 212 by Sika Corporation. C. Normal Shrinkage Grout: One (1) part Portland Cement, Type II, to three (3) parts of clean, first quality sand; proportioning on a volumetric basis; used for non - structural applications for grouting areas as shown on the plans which do not require non - shrink grout. 2.06 CURING MATERIALS A. Evaporation Retarder: Waterborne, monomolecular film forming; manufactured for application to fresh concrete. B. Absorptive Cover: AASHTO M182, Class 2, burlap cloth made from jute or kenaf, weighing approximately 9 oz. /sq. yd, when dry. C. Moisture - Retaining Cover: ASTM C171, polyethylene film or white burlap - polyethylene sheet. D. Water: Potable. E. Clear, Waterborne, Membrane - Forming Curing Compound: ASTM C309, Type 1, Class B. 2.07 CONCRETE MIXTURES A. Comply with ACI 301 requirements for concrete mixtures. B. Normal- Weight Concrete: Prepare design mixes, proportioned according to ACI 301, as follows: Cast -In -Place Concrete 03301- 3 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water .. ®. - - - - - - Min. 28 -Day ... _ ", Maximum Maximum Maximum Use Compressive Size of Coarse Water /Cement Slump Strength Aggregate Ratio (in.) All Reinforced Concrete 4,000 1 „ 0.45 4 Unless Noted Otherwise ......... _ . m.e ®., _ Pipe Blocking and 2,000 1.5" 0.60 4 Encasement' *Maximum slump wlth high ,1pZ water reducing admixture may be increased! to 7 " -9 ". 1. Air Content: Maintain within range permitted by ACI 301. Do not allow air content of floor slabs to receive troweled finishes to exceed 3 percent. 2.08 CONCRETE MIXING A. Ready -Mixed Concrete: 1. Measure, batch, mix, and deliver concrete according to ASTM C94/C94M, and furnish batch ticket information. 2. When air temperature is above 90 F, reduce mixing and delivery time to 60 minutes. 3.00 EXECUTION 3.01 FORMWORK A. Design, construct, erect, brace, and maintain formwork according to ACI 301. 3.02 STEEL REINFORCEMENT A. Comply with CRSI's "Manual of Standard Practice" for fabricating, placing, and supporting reinforcement. 3.03 JOINTS A. General: Construct joints true to line with faces perpendicular to surface plane of concrete. B. Construction Joints: Locate and install so strength and appearance of concrete are not impaired. C. Isolation Joints: Install joint - filler strips at junctions with slabs -on -grade and vertical surfaces, such as column pedestals, foundation walls, grade beams, and other locations, as indicated. D. Extend joint fillers full width and depth of joint, terminating flush with finished concrete surface, unless otherwise indicated. 3.04 CONCRETE PLACEMENT A. Comply with ACI 301 for measuring, batching, mixing, transporting, and placing concrete. B. Do not add water to concrete during delivery, at Project site, or during placement. Cast -In -Place Concrete 03301-4 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water C. Consolidate concrete with mechanical vibrating equipment. 3.05 BLOCKING OF PIPE FITTINGS A. Concrete blocking shall be placed at bends, tees, wyes, crosses, plugs, etc. The concrete blocking shall be placed so as to rest against firm undisturbed trench walls. The supporting area for each block shall be sufficient to withstand the thrusts, shall rest on a firm, undisturbed earth. B. The concrete blocking shall be placed against undisturbed trench walls, with a minimum of 18 inches between trench wall and pipe. Blocking shall extend a minimum of 0.75 x pipe diameter below and above the centerline of pipe and shall not extend beyond any joints. C. If requested by the Owner's representative or where upward thrusts are present, the ends of the thrust blocks shall be contained in wood or metal forms. 3.06 FINISHING FORMED SURFACES A. Smooth- Rubbed Finish 1. Rub exposed surfaces with fluted carborundum stone rubbing at the proper time in the concrete aging process. Rubbing shall remove form marks, surface imperfections, and otherwise smooth, shape, or finish the surface. Proceed with surface rubbings when the forms are removed. 2. After form removal, perform necessary pointing. When the pointing has set sufficiently to permit rubbing, wet surfaces requiring surface finish and rub surface with a No.16 carborundum stone or an abrasive of equal quality. Bring the surface to a paste, to remove all form marks and projections, and to produce a smooth dense surface without pits or irregularities. 3. Carefully spread or uniformly brush the material ground to a paste over the surface and allow to take a reset. The use of cement or plaster to form a surface shall not be permitted. 3.07 FINISHING FLOORS AND SLABS A. Broom Finish 1. Immediately after float finishing, slightly roughen trafficked surface by brooming with fiber- bristle broom perpendicular to main traffic route. 3.08 CONCRETE PROTECTING AND CURING A. General: Protect freshly placed concrete from premature drying and excessive cold or hot temperatures. Comply with ACI 306.1 for cold- weather protection and with ACI 301 for hot - weather protection during curing. B. Evaporation Retarder: Apply evaporation retarder to concrete surfaces if hot, dry, or windy conditions cause moisture loss approaching 0.2 lb./sq. ft. x h before and during finishing operations. Apply according to manufacturer's written Instructions after placing, screeding, and bull floating or darbying concrete, but before float finishing. Cast -In -Place Concrete 03301-S IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water C. Begin curing after finishing concrete but not before free water has disappeared from concrete surface. D. Curing Methods: 1. Cure formed and unformed concrete for at least 7 days by one or a combination of the following methods: 2. Moisture Curing: a. Keep surfaces continuously moist for not less than 7 days with the following materials: 1). Water. 2). Continuous water -fog spray. 3). Absorptive cover, water saturated and kept continuously wet. Cover concrete surfaces and edges with 12 -inch lap over adjacent absorptive covers. b. Moisture - Retaining -Cover Curing: Cover concrete surfaces with moisture- retaining cover for curing concrete, placed in widest practicable width, with sides and ends lapped at least 12 inches, and sealed by waterproof tape or adhesive. Cure for not less than 7 days. Immediately repair any holes or tears during curing period using cover material and waterproof tape. c. Curing Compound: Apply uniformly'in continuous operation by power spray or roller according to manufacturer's written instructions. Recoat areas subjected to heavy rainfall within 3 hours after initial application. Maintain continuity of coating and repair damage during curing period. 3.09 MISCELLANEOUS CONCRETE ITEMS A. Normal Shrinkage Grouting 1. Prior to grout application, thoroughly clean the surface of all foreign matter and wet down. Thoroughly clean the foundation and the forms set in place and securely anchor, with holes or cracks in forms caulked with rags, cotton waste or dry sand mixture to prevent the loss of grout. The necessary materials and tools shall be on hand before starting grouting operations. Concrete shall be damp when the grout Is poured, but shall not have excess water to dilute the grout. 2. After wetting and just prior to grouting, sprinkle the surface lightly with cement to Improve the bond between the grout and the surface. 3. After mixing, quickly and continuously place the grout to avoid overworking, segregation and breaking down of the initial set. Mix and place the grout according to the manufacturer's recommendations. Cure grout using wet curing method for concrete. Grout shall receive a steel trowel finish. B. Non - Shrink Grout 1. Obtain field technical assistance from the Grout manufacturer, as required, to Insure that grout mixing and installation comply with the manufacturer's recommendations and. procedures. Cast -In -Place Concrete 03301-6 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 2. Saturate the foundation for non - shrink grouts 24 hours before installation and clear of excess water. Free baseplates or bed plates of oil, grease, laltance and other foreign substances. 3. Place grout according to the manufacturer's directions so that spaces and cavities below the top of the baseplates and bedplates are completely filled. Provide forms where structural components of the baseplates or bedplates do not confine the grout. Where necessary and acceptable under the manufacturer's procedures, a round head pencil vibrator, 3/4" maximum diameter may be used to consolidate the grout. 4. Steel trowel finish the non - shrink grout where the edge of the grout is exposed to view and after the grout has reached Its initial set. Cut off the exposed edges of the grout at a 45 degree angle to the baseplate, bedplate, member, or piece of equipment. 5. Wet curing should occur for at least three (3) days, unless specified by manufacturer, with wet rags, wet burlap or polyethylene sheets. Keep cloths constantly wet for the curing cycle. 6. Clean and dry the foundation, baseplate or other surface of epoxy grouts prior-to Installation. 3.10 STEEL WATERSTOPS A. Splices shall be factory made, where possible. Splices shall be watertight, with ends of joined pieces in true alignment. B. Install waterstops to form a continuous watertight diaphragm in all joints. C. Correctly position waterstops in the forms and adequately support forms to prevent movement or disturbance during the placing of concrete. 3.11 FIELD QUALITY CONTROL A. Testing Agency: Engage a qualified independent testing and inspecting agency to sample materials, perform tests, and submit test reports during concrete placement according to requirements specified in this Article. B. Tests: Perform according to ACI 301. 1. Testing Frequency: One composite sample shall be obtained for each day's pour of each concrete mix exceeding 5 cubic yards but less than 25 cubic yards, plus one set for each additional 50 cubic yards or fraction thereof. 3.12 REPAIRS A. Remove and replace concrete that does not comply with requirements in this Section. END OF SECTION Cast -In -Place Concrete 03301-7 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water THIS PAGE INTENTIONALLY LEFT BLANK Cast -In -Place Concrete 03301-8 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 15101 GATE VALVES 1.00 GENERAL 1.01 WORK INCLUDED A. Furnish labor, materials, equipment and incidentals necessary to install resilient wedge seated gate valves and appurtenances, including valve boxes, operators, bolts, nuts and gaskets. 1.02 QUALITY ASSURANCE A. Acceptable Manufacturers 1. Mueller (Model: A -2361) 2. U.S. Pipe (Model: A -USP'J ) l -y "I """< - �"""`""u'y" yy.., 3. J &S Valve (Model: 6830) B. "testing 1. Test all gate valves in accordance with AWWA C -500 1.03 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review. The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Submittals shall include: 1. Shop Drawings. 2. Operation and Maintenance Manuals. 3. Copies of approved submittals shall be submitted to the Owner. 1.04 STANDARDS 3. American Water Works Association (AWWA) Standards: Gate Valves 15101 -1 11-135 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT-49 City of Denton Raw Water 2.00 PRODUCTS 2.01 GATE VALVES A. General: 1. Gate valves shall be resilient wedge with EPDM elastomers. Unless otherwise specified, gate valves 3 through 36 inches in size shall be in accordance with AWWA C509. Valves 16 inches and larger shall be provided with gearing to reduce the maximum required opening and closing torque to 80 ft -lb. 2. Gate valves 2 -1/2 inches and smaller shall be bronze, non - rising stem with wedge disc and screwed ends for 300 -psi W.O.G. working pressure. Bronze gate valves shall be Crane No. 437, Mueller No. H 10914, or approved equal. 3. Gate valves 30 inches and larger shall comply with AWWA C515 and shall be equipped with non - rising stem bypass valve and with spur -gears in enclosed oil or grease lubricated gear cases. Gear boxes shall be factory lubricated. Flanges shall conform to ANSI, Class 125 or 250. B. Gate: Gate for resilient seated valves shall be cast iron with EPDM ASTM D2000, NSF 61 bonded to the valve gate. Seats shall be resistant to damage from chlorine or chloramines. C. Operators: Valves for buried service shall have a 2 -inch square nut operator and shall be installed with extension stems where required to extend operating nut to within 12 inches of the finished grade. Provide a cast iron valve box to enclose the operating stem. Valve box shall be three -piece extension type equal to Mueller No. 10380 or Clow F2450. D. Stem and Seal: The non - rising stem shall be bronze with inside screw. Shaft seal shall employ EPDM ASTM D2000, NSF 61 O- rings. E. Valve Boxes: Valves for buried service shall be supplied with cast iron valve boxes. Valve boxes shall be of the three (3) piece cast iron extension type. Valve boxes shall conform to ASTM A48 Class 35B strength requirements. The three (3) pieces shall consist of the top section, center section, and base plus the cover. Raised letters in the cover shall read "WATER ". F. Flanged Ends: Valves shall have flanges in compliance with ANSI 816.1, flange pressure rating shall be suitable for the pressure class of the adjacent mainline pipe to which it is installed. Utility Contractor shall coordinate flange drilling required with appurtenances. G. Valve Coating: External and Internal surfaces of the valve body and bonnet of resilient seated gate valves shall have a fusion bonded epoxy coating, complying with ANSI /AWWA C550, applied before assembly. Gate Valves 15101-2 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 3.00 EXECUTION 3.01 INSTALLATION A. Carefully handle and lower burled valves into position to prevent damage to any part of the valves. Place the valve in the proper position with stem truly vertical and securely hold until connections have been made. Furnish stainless steel flange bolts, nuts, and gaskets. The Utility Contractor shall be responsible for adjusting the valve boxes to the proper length to conform with the ground surface. 3.02 FIELD QUALITY CONTROL A. Upon completion of installation of the equipment, an acceptance test to verify the satisfactory operation of each unit shall be conducted. The test shall be conducted in a manner approved by and in the presence of the Owner. The unit shall be checked for general operation and leakage. The unit must perform in a manner acceptable to the Owner before final acceptance will be made by the Owner. END OF SECTION Gate Valves 15101- 3 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT-49 City of Denton Raw Water THIS PAGE INTENTIONALLY LEFT BLANK Gate Valves 15101-4 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT-49 City of Denton Raw Water 15117 AIR RELEASE AND AIR AND VACUUM VALVES 1.00 GENERAL 1.01 WORK INCLUDED A. Furnish labor, materials, equipment and incidentals necessary to install air release and air and vacuum valves of the sizes and types indicated. Furnish the necessary isolating valves and piping. 1.02 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review. The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Submittals shall include: 1. Shop Drawings. 2. Operations and Maintenance Manuals. 3. Certified Factory Test Results. 4. Copies of approved submittals shall be submitted to the Owner. 1.03 STANDARDS ANSI /NSF Standard 61 AWWA C512 Air Release, Air /Vacuum and Combination Air Valves for Water Works Service 2.00 PRODUCTS 2.01 MANUFACTURED PRODUCTS A. General 1. Each air valve shall have a cast iron body, bronze, or stainless steel trim and stainless steel float. Float shall be baffled to prevent air from blowing valve closed until air Is exhausted. 2. Valve body, float, etc., shall be designed for a working pressure and shall seat at a minimum pressure shown in the valve schedule, section 3.03 of this specification. The minimum operating pressure shown is under Steady State Conditions, and does not include minimum surge pressures. 3. Air valves shall be manufactured by the Valve and Primer Corporation (APCO), Val -Matic Manufacturing Corp., or approved equal. 4. Top of valve assembly shall be fitted to attach discharge pipe as indicated. Valve inlet shall be N.P.T. for 2 -Inch and smaller valves. Valve inlet shall be ANSI flange for 3 -inch and larger valves. Flange rating shall equal or exceed the maximum working pressure. B. Combination Air Valves (CAV) Air Release and Air and Vacuum Valves 15117 - i IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 1. Combination air valves shall be heavy duty air and vacuum valves with air release. 2. Combination air valves shall be designed to release accumulations of air at high points within a pipeline by exhausting large volumes of air as the pipeline is being filled and by releasing accumulated pockets of air while the pipeline is in operation and under pressure. Combination air valves shall also be designed to permit large volumes of air to enter the pipeline during pipeline drainage. 3. Combination air valves 4 inches and larger shall be the custom combination duplex body type with standard air and vacuum valve piped to a separate standard air release valve with a shut -off valve in between. The standard air and vacuum valve shall be tapped and provided with a one (1) inch drain pipe with gate valve and turned -down elbow. Combination Air Valves shall be APCO Model 1800 with Air Release Valve Model 200, or approved equal. Air Release Valve orifice shall be sized by the manufacturer for the appropriate working pressures. 3.00 EXECUTION 3.01 INSTALLATION A. Carefully handle and install valves vertically in such a manner as to prevent damage to any part of the valves. Installation shall be in accordance with the Manufacturer's instructions. Provide nuts, bolts, and gaskets where applicable. 3.02 TAGGING A. Valves shall be permanently tagged with a brass tag indicating the model number, working pressure rating, and station location. 3.03 SCHEDULE A. The following schedule is intended to show valve performance requirements and may not show all valves, which is the responsibility of the Utility Contractor. Pressure Station Location �. .....�...........m ...._ m. . Worki � g ... _ Size Type ng Pressure Minimum Pressure ... ...Psi) 19 +63 4" CAV 150 40 END OF SECTION Air Release and Air and Vacuum Valves 15117-2 IH 35 E Segment 3 Utilities Dallas /Denton County January 2015 UT -20 & UT -49 City of Denton Raw Water 16061 JOINT BONDING AND ELECTRICAL ISOLATION PART 1- GENERAL 1.1 SECTION INCLUDES A. Joint bonding requirements for electrical continuity of the City of Denton raw water lines. B. Electrical isolation devices for installation at connections to existing piping, at selected below grade to above ground piping transitions, as cased crossings, and at tunnels. 1.2 REFERENCES A. ASTM D 1248 — Polyethylene Plastics - Molding and Extrusion Material. B. AWWA C207 — Steel Pipe Flange for Waterworks Service. C. AWWA M9 Manual — Concrete Pressure Pipe. D. ANSI B16.5 — Pipe Flange and Flanged Fittings. 1.3 SUBMITTALS All submittals shall be directed by the Utility Contractor to the Owner and Consultant for review. The Consultant will incorporate Owner comments and direct correction (furnish as noted) or resubmittal. A. Design Drawings and Computations: Prepare all computations and drawings by or under the direct supervision of a Professional Engineer, registered in the State of Texas with a minimum of ten (10) years of corrosion control experience. B. Catalog Cuts: Submit manufacturer's catalog cuts for each item. Include the manufacturer's name in the catalog cuts and provide sufficient information to show that the materials meet the requirements of the drawings and specifications. Where more than one item or catalog number appears on a catalog cut, clearly identify the item proposed. C. Test Results: Submit electrical continuity and flange isolation test results to the Consultant D. Copies of all approved submittals shall be submitted to the Owner. 1.4 QUALITY ASSURANCE A. Provide manufacture's certification that all electrical continuity bonding meets the requirements of the drawings and specifications. Reference certification to applicable section of specifications and applicable standard detail. B. Provide manufacturer's certification that all isolation devices meet the published material specifications. C. All materials, fabrication, and installations are subject to inspection and testing by the Owner. Joint Bonding and Electrical Isolation 16060 -1 IH 35 E Segment 3 Utilities Dallas/ Denton County January 2015 UT -20 & UT -49 City OF Denton Raw Water PART 2 - PRODUCTS 2.1 DESCRIPTION OF MATERIALS A. Joint bonding and electrical isolation materials to be incorporated into the project include, but are not limited to, the following: 1. Electrical continuity bonds. 2. Flange isolation bonds. 3. End seals. 2.2 ELECTRICAL CONTINUITY BONDS A. Applications: Applications for electrical continuity bonding include the following: 1. Bonding across bolted joint assemblies. 2. Bonding across gasketed joint assemblies. B. Preparation of Bar Wrapped Concrete Cylinder Pipe for Bonding: 1. General: a. Fabrication: Use bar wrapped concrete cylinder pipe for this project that has been fabricated in such a manner as to establish electrical continuity between metallic components of pipe and joints b. Acceptable Methods: Establish electrical continuity as indicated in drawings and specifications. 2. Criteria for Electric Continuity: a. Steel bars: Pipe manufacturer to obtain a resistance no greater than 0.03 ohms between any bar and steel joint ring at end of pipe farthest from that bar. Manufacturer to report values obtained and method of measurement. b. Internal Pipe Joint Components: Pipe manufacturer to obtain resistance of less than 0.03 ohms between any component and steel pipe cylinder. Bar Continuity: a. Establish continuity between bars and steel cylinder on embedded cylinder type bar wrapped pipe by tightly wrapping bars over longitudinal mild steel straps during pipe manufacture. 1) Use and Install two continuous straps 180° apart longitudinally along the pipe. These straps must maintain electrical continuity between metallic components. 2) Use steel straps made of mild steel and free of grease, mill scale, or other high resistance deposits. 3) Make longitudinal straps electrically continuous with pipe cylinder by steel fasteners of suitable dimensions placed between steel cylinder and longitudinal straps. Connect fasteners so as to remain intact during pipe fabrication process. 4. Steel Cylinder Continuity: a. Establish continuity of all joint components and steel cylinder. These components include the following: Joint Bonding and Electrical Isolation 16060 -2 IH 35 E Segment 3 Utilities Dallas/ Denton County January 2015 UT -20 & UT -49 City OF Denton Raw Water 1) Anchor socket brackets. 2) Anchor socket. 3) Spigot ring. 4) Bell ring. If mechanical contact does not provide a resistance of less than 0.03 ohms between components, tack weld component to provide electrical continuity. C. Electrical Bond Clip: Weld three (3) ASTM 366 steel bonding clips, each approximately 0.13 inches thick, 2.5 inches long, and 1.25 inches wide, with 1/8 inch fillet welds to the bell and spigot of adjacent prestressed concrete cylinder pipe or steel pipe with rubber gasketed joints. Manufacture clips to maintain continuity regardless of small deflections of finished -joints. 2.3 FLANGE ISOLATION A. Applications: Required applications of dielectric flange isolation assemblies include but are not limited to the following: 1. At selected locations where new piping is mechanically connected to existing piping. 2. At selected below -grade to aboveground piping transitions. 3. At locations shown on the drawings. B. For concrete cylinder pipe, provide electrical isolation through the installation of the following materials: 1. Flange connection to Lock Joint bell adapter. 2. Flange connection to Lock Joint spigot adapter. 3. Insulating Gasket: a. For piping 30 inches diameter and greater, provide Pyrex G -10 with nitrile seal, Type "E" LineBacker gasket as manufactured by Pipeline Seal and Insulator, Inc., or approved equal. b. For piping between 12 Inches and 24 inches diameter, provide Phenolic PSI with nitrile seal, Type "E" LineBacker gasket as manufactured by Pipeline Seal and Insulator, Inc., or approved equal. C. Alternately, provide plain -faced phenolic gasket, as manufactured by Pipeline Seal and Insulator, Inc., or approved equal. Place phenolic gasket between two full -faced gaskets. Provide cloth- inserted rubber gasket material, 1/8 Inch thick in accordance with AWWA C207. Use factory cut gaskets of proper dimensions. 4. Sleeves and Washers: a. For piping 30 inches diameter and greater, provide full length mylar sleeves with Pyrex G -10 washers, double washer sets as manufactured by Pipeline Seal and Insulator, Inc., or approved equal. C. Coatings for buried isolation flanges shall be Densyl Tape system manufactured by Carboline, consisting of Densyl Mastic, Densyl Paste, and Densyl Tape, or approved equal. 2.4 CASING END SEALS A. For all piping 24 Inch diameter and greater, use pull -on, 1/8 Inch thick, synthetic rubber end seals, Model C, as manufactured by Pipeline Seal and Insulator, Inc. or approved equal. Joint Bonding and Electrical Isolation 16060 -3 IH 35 E Segment 3 Utilities Dallas/ Denton County January 2015 UT -20 & UT -49 City OF Denton Raw Water PART 3 - EXECUTION 3.1 INSTALLATION OF ELECTRICAL CONTINUITY BOND WIRES A. Inspection: Use continuous bond wires with no cuts or tears in the insulation covering the conductor. B. General: Attach bond wires at required locations by thermite welding. C. Thermite Welding: Perform thermite welding of bond wires to piping in the following manner: 1. Clean and dry pipe to which wires are to be attached. 2. Use grinding wheel to remove all coating, mill scale, oxide, grease, and dirt from an area approximately 3 inches square. Grind surface to bright metal. 3. Remove approximately 1 inch of insulation from each end of wire to be thermite welded to pipe, exposing clean, oxide -free copper for welding. 4. Select proper size thermite weld mold as recommended by manufacturer. Place wire between graphite mold and the prepared metal surface. Use a copper sleeve crimped over wire for all 12 AWG wires. 5. Place metal disk in bottom of mold. 6. Pour thermite weld charge Into the mold. Squeeze bottom of cartridge to spread ignition powder over charge. 7. Close mold cover and ignite starting powder with flint gun. 8. After exothermic reaction, remove thermite weld mold and gently strike weld with a hammer to remove weld slag. Pull on wire to assure a secure connection. If weld is not secure or the wire breaks, repeat procedure with new wire. 9. If weld is secure, coat all bare metal and weld metal with Kop -Coat. Cover coated weld with plastic weld cap. D. Post - Installation Inspection: Make post - installation inspection of all electrical continuity bonds through a visual examination of each thermite weld connection for strength and suitable coating prior to backfilling. 3.2 INSTALLATION OF END SEALS A. Place pull -on synthetic rubber end seals on the pipe and pull over the end of the casing. Securely fasten stainless steel bands. 3.3 ELECTRICAL CONTINUITY TESTS A. Immediately after the pipe has been installed in the casing, but prior to connecting the line, perform an electrical continuity test to determine whether the casing is in fact insulated from the pipe. Have the continuity check fully documented and approved by the Owner or its designated representative prior to backfilling. B. If the electrical isolation between pipe and casing is not effective, immediately Investigate the cause and remedy the situation. Under no circumstances should a shorted casing be backfilled. END OF SECTION Joint Bonding and Electrical Isolation 16060 -4 IH 35 E Segment 3 Utilities Dallas/ Denton County January 2015 UT -20 & UT -49 City OF Denton Raw Water / If��� ! /r' ✓i %1,��J /r���5 %''� "i� %! „U /u /, r' i,/ ��J/; t�) t�r> ��trr) ik�tU) IrYkw' 1�1` tk, 4iNl, �t( INrri, �” ti��, V, ilPtkt) NI6( paa) VaaN�,r"9(,�h,i�;.c „�..,,,,.... efeivrrre PIJAA 6E- U-0503 A. Nartfr I "exns Mont« rrctrrtg - AGL S b Sea A @ached hrorth faxes Fstirursto AAti"SL 01 t &P M f1 mirkt Civil Subcontract `OH &P - (Overhead and Profit 35) - Spread Factor Incorporating: l) Indirect Coats of Labor+ Burden, Temporary Materials, Equipment, Equipment Operating Expense, and Subcontract 2) Cost Add -ons of Insurances, Labor Escalation, Fuel Escalation, Joint Venture Management/Sponsor Fee, and Bond. 3) Fee and 4) Design (Votes: 1.) Spread factors were provided to TxDOT In the Estimate Recap of the Escrow Documents and are proprietary and conndentlaf to the AGL Joint Venture. PRICING BREAKDOWN - 30" GATE VALVE - 4 EACH AGL - DENTON RAW WATER RELOCATIONS DENTON,TEXAS NORTH TEXAS CONTRACTING LABOR BREAKDOWNS (10 DAYS @ 10 HRS I DAY WITH FOREMAN & 5 MAN CREW) 0,25 DAYS TO EXCAVATE, INSTALL GRAVEL BASE & FORM 0.75 DAYS TO POUR & STRIP CONCRETE CRADLE 0.25 DAYS TO SET, BOLT & ASSEMBLE GATE VALVE 0 DAY^ TO BACKS I! L (A9 1dLADY INd I UDGD IId f9117 _ 1 25�I tAY " 6�Isl� I "ACN 4 CaATI_ VAtl.VIu � 5 "CO f AL 1;1AYS' FOREMAN(1) OPERATOR (2) PIPE LAYER (1 ) PIPE HELPER ( 1 ) PIPE LABORER (1 ) TRUCK DRIVER( 1 ) EQUIPMENT BREAKDOWNS COMPANY PAID TRUCK I VEHICLE HAUL TRUCK (3 HOURS /EACH) LOW BOY TRAILER (3 HOURS / EACH) DUMP TRUCK ( TANDEM) (1.5 HR/ LD ) KOMATSU PC308 TRACK EXCAVATOR KOMATSU WA250 RBBR TIRE LOADER 2YD INGERSOLL RAND SD45 COMPACTOR WATERTRUCK MATERIALS 30" GATE VALVE WITH SPUR GEAR 6" DUCTILE IRON PIPE FOR RISER HANSON FLANGE FOR VALVES 150# FLANGE INSULATION KIT 316 SS BOLT SET VALVE BOX 3000 PSI CONCRETE VALVE PAD 6" GRAVEL BED REBAR FOR SUPPORT CRADLE 4000 PSI CONCRETE SUPPORT CRADLE SUBCONTRACTORS NONE TOTALS & MARK UP SUMMARY TOTAL LABOR AMOUNT TOTAL EQUIPMENT AMOUNT TOTAL MATERIALS AMOUNT TOTAL SUBCONTRACTOR AMOUNT REGULAR REGULAR HOURS HOURS RATES CHARGED LABOR CHARGED 40.0 $ 33.50 80.0 $ 17.00 400 $ 14.00 40.0 $ 12.50 40.0 21.00 10.00 27.0 $ 19.00 OT OVERTIME TOTAL HOURS $ 764.50 RATES LABOR CHARGED 78.25 ADDED AMOUNT 10 $ 50.25 $ 1,842.50 20 $ 25,50 $ 1,870.00 10 $ 21.00 $ 770.00 10 $ 18.75 $ 687.50 10 $ 15.00 $ 550.00 0 $ 28.50 $ 513.00 SUBTOTAL LABOR $ 6,233.00 HR 50 $ 15.29 $ 764.50 HR 0 $ 78.25 $ HR 0 $ 25.40 $ HR 27 $ 86.52 $ 2,336.04 HR 50 $ 125.49 $ 6,274.50 HR 50 $ 51.58 $ 2,579.00 HR 50 $ 36.05 $ 1,802.50 HR 50 $ 40.19 $ 2,009.50 SUBTOTAL EQUIPMENT $ 15,766.04 UNIT QUANTITY UNIT PRICE TOTAL EA 4 $ 36,000.00 $ 144,000.00 LF 40 $ 33.00 1,320.00 EA 4 $ 3,200.00 $ 12,800.00 EA 8 $ 247.50 $ 1,980.00 EA 8 $ 937.50 $ 7,500.40 EA 4 $ 180.00 $ 720.00 CY 1 $ 102.50 $ 102.50 CY 5 $ 40.00 $ 200.00 LBS 760 $ 0.45 $ 342.00 CY 19 $ 110.00 $ 2,090.00 SUBTOTAL MATERIALS $ 171,054.50 UNIT QUANTITY UNIT PRICE TOTAL N/A 0 $ - $ SUBTOTAL SUBCONTRACTORS $ COST BURDEN MARK UP TOTAL AMOUNT @ 55 % % AMOUNT $ 6,233.00 $ 3,428.15 25% $ 12,076.44 $ 15,766.04 15% $ 18,130.95 $ 171,054.50 25% 213,818.13 $ - 5% $ TOTALS $ 193,053.54 $ 3,428.15 $ 244,025.51 TOTAL ROUNDED AMOUNT $ 244,026.00 PRICE / EA $ 61,006.50 UTILITY JOINT USE ACKNOWLEDGEMENT Form ROW -U- JUAA -DA (Rev. 11/12) Page 1 of 2 U -N umber: 36E-U-0503 ROW CSJ: 0196 -01 -097 County: Denton District: Dallas Highway: IH 35E Federal Project No.: IM 0356 (438) From: North End of Lake Lewisville Bridge Projected Highway Letting Date: 11/18/13 To: FM 2181 South in Corinth WHEREAS, the State of Texas, ("State"), acting by and through the Texas Department of Transportation ( "TxDOT "), proposes to make certain highway improvements on that section of the above - indicated highway; and WHEREAS, the City of Denton, ( "Utility "), proposes to adjust or relocate certain of its facilities, if applicable, and retain title to any property rights it may have on, along or across, and within or over such limits of the highway right of way as indicated by the location map attached hereto. NOW, THEREFORE, in consideration of the covenants and acknowledgements herein contained, the parties mutually agree as follows: It is agreed that joint usage for both highway and utility purposes will be Made of the area within the highway right of way limits as such area is defined and to the extent indicated on the aforementioned plans or sketches. Nothing in this Acknowledgement shall serve to modify or extinguish any compensdble property interest vested in the Utility within the above described area. If the facilities shown in the aforementioned plans need to be altered or modified or new facilities constructed to either accommodate the proposed highway Improvements or as part of Utility's future proposed changes to its own facilities, Utility agrees to notify TxDOT at least 30 days prior thereto, and to furnish necessary plans showing location and type of construction, unless an emergency situation occurs and immediate action is required. If an emergency situation occurs and immediate action is required, Utility agrees to notify TxDOT promptly. If such alteration, modification or new construction is In conflict with the current highway or planned future highway improvements, or could endanger the traveling public using said highway, TxDOT shall have the right, after receipt of such notice, to prescribe such regulations as necessary for the protection of the highway, facility and the traveling public using said highway. Such regulations shall not extend, however, to requiring the placement of Intended overhead lines underground or the routing of any lines outside of the area of joint usage above described. If Utility's facilities are located along a controlled access highway, Utility agrees that ingress and egress for servicing its facilities will be limited to frontage roads where provided, nearby or adjacent public roads and streets, or trails along or near the highway right of way lines which only connect to an Intersecting road, 'Entry mazy be made to the outer portion of the highway right of way from any one or all access points. Where supports, manholes or other appurtenances of the Utility's facilities are located in medians or interchange areas, access from the through- traffic roadways or ramps will be allowed by permit issued by the State to the Utility setting forth the conditions for policing and other controls to protect highway users. In an emergency situation, if the means of access or service operations as herein provided will not permit emergency repairs as required for the safety and welfare of the public, the Utility shall have a temporary aright of access to and from the through- traffic roadways and ramps as necessary to accornppish the required repairs, provided TxDOT is notified Immediately when such repairs are initiated and adequate provision is made by Utility for the convenience and safety of highway traffic. Except as expressly provided herein, the Utility's rights of access to the through - traffic roadways land /or ramps shall be subject to the same rules and regulations as apply to the general public. h"itlal Date Utility Form ROW -U- JUAA -DA (Rev. 11112) Page 2 of 2 If Utility's facilities are located along a non - controlled access highway, the Utility's rights of ingress and egress to the through- traffic roadways and/or ramps are subject to the same rules and regulations as apply to the general public. Participation in actual costs incurred by the Utility for any future adjustment, removal or relocation of utility facilities required by highway construction shall be in accordance with applicable laws of the State of Texas. It is expressly understood that Utility conducts the new installation, adjustment, removal, and /or relocation at its own risk, and that TxDOT makes no warranties or representations regarding the existence or location of utilities currently within its right of way. The Utility and the State, by execution of this Acknowledgement , do not waive or relinquish any right that they may have under the law. The signatories to this Acknowledgement warrant that each has the authority to enter into this Acknowledgement on behalf of the party represented. IN WITNESS WHEREOF, the parties hereto have affixed their signatures. Owner: City of Denton Ma 1, of Utility By: �°41r111r�t°rzc1 ","bate Utility The State of Texas Executed and approved for the Texas Transportation Commission for the purpose and effect of activating and /or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By: .. ................. Donald C. Toner, Jr. SR/WA Director — Strategic Projects Right of Way Strategic Projects Division Texas Department of Transportation Date: Irr �lal q Fly 1 b r i Ie I G �k r i s ? o a �1 0 -. t %�%%t�r; � � C R .. h � � � 't� ' °(I'd °, w i �� d` , �. � �� !s g N � i a u t ���o,� �� � � .. � l �'` �� �� .,. � °� l Y �.; , ' � �..� �, � w � � k� 0 I, 0 1�.f i „ � >. ! � '� -' .. , � . fi�i_ -- I�. >s i� I!, P 'A: � � � J J ��1 1 �.,, <_ r 'u; � t �, , ' 1 }} �rvpf�l .. l D 0.1 .: rxa� l., q � r, c x � ;-� �� � r _ � -_. i � �v ',� i)rj ��F� ��� �: 1� a., � � �:� �. i I M1 - �id City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 1'uw ww.cityofdenton.com D EN'FON File #: ID 15 -205, Version: 1 Legislation Text AGENDA INFORMATION SHEET AGENDA DATE: March 3, 2015 DEPARTMENT: Parks and Recreation ACM: John Cabrales, Jr. SUBJECT Consider a request for an exception to the Noise Ordinance from Jagoe - Public to complete reconstruction of U.S. 380 (University Drive), generally between Bonnie Brae and Elm at various times between the hours of 12:00 a.m. and 8:00 a.m., March 2015 through January 2016. The Texas Department of Transportation regulations allow for work to be completed from Sunday through Friday. Staff recommends approval of the request. BACKGROUND Bill Cheek, Jr., Vice President /General Manager of Jagoe - Public Company, requests an exception to the noise ordinance to perform relevant work which will consist of loading and hauling away existing concrete between the hours of 12:00 a.m. and 8:00 a.m., March 2015 through January 2016, to complete reconstruction of U.S. 380 (University Drive), generally between Bonnie Brae and Elm. Per Mr. Cheek, allowing this project to progress during non -peak hours and after -hours is in the best interest of public safety and will reduce the duration of the project from 45 days to 15 days. Texas Department of Transportation regulations allow for work to be completed from Sunday through Friday. This exception is requested in accordance with Ordinance No. 2001 -265, Section 20 -1, #4 General Noise Violations: "The erection, excavation, demolition, alteration, or repair work on any building at anytime other than between the hours of 6:00 a.m. and 8:30 p.m. Monday through Friday from June I to September 30; between 7:00 a.m. and 8:30 p.m. Monday through Friday from October I to May 31; between 8:00 a.m. and 8:30 p.m. on Saturday; and between 1:00 p.m. and 8:30 p.m. on Sunday; provided, however, that the City Council may issue special permits for such work at other hours in case of urgent necessity and in the interest of public safety and convenience. " The area surrounding project construction consists mainly of retail businesses and residential homes. PRIOR ACTION /REVIEW (Council, Boards or Commissions) The City Council considered and granted a similar noise exception request from Jagoe - Public on January 6, 2015, to allow milling of U.S. 380 during the night. That work was scheduled to be completed in three weeks and was completed in one week. FISCAL INFORMATION None EXHIBIT Exhibit 1 - Map Exhibit 2 - Letter of request RESPECTFULLY SUBMITTED: City of Denton Page 1 of 2 Printed on 2/27/2015 File M ID 15 -205, Version: 1 Emerson Vorel, Director Parks and Recreation City of Denton Page 2 of 2 Printed on 2/27/2015 O `V /W/� ML- o W MO W O fj ^CL W U X W N �O Z N O 0) co EXHIBIT 1 _ E Y M O CD CD O N � � O r N O O O O O s L o °' a' _0 T M N O Um ca L EXHIBIT 2 From: Leal, Julie To: Leal, Julie Subject: FW: Request for a Special Exception to the Noise Ordinance Date: Tuesday, February 10, 2015 4:26:20 PM Attachments: irnaae001.ipa irnaae002.iDo -------- Original message -------- From: Billy Cheek Date:02/03/2015 3:00 PM (GMT-06:00) To: "McLeod, Janie T." Cc: "Martin, Howard" "Fortune, Jon E." Subject: Request for a Special Exception to the Noise Ordinance Thank you for the City's willingness to work with us with the special exception to the noise ordinance last month on our US380 project. We had originally estimated the major concrete removal from that phase to take almost three weeks. With the ability to work in the early morning, we completed the removal in one week. Please let contact me with any questions or clarifications. Regards, Bill Cheek, Jr. - Vice President/General Manager Jagoe-Public Company Main 940-382-2581 Fax 940-382-9732 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al5 -0001, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales„ Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH1 of approximately 315 acres located East of H. Lively Road, South side of FM 2449, West side of John Paine Road; providing for severability and an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. Table this item. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al5 -0001, Version: 1 EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \dh -1 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENT FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DH -1 OF APPROXIMATELY 315 ACRES LOCATED EAST OF H . LIVELY ROAD, SOUTH SIDE OF FM 2449, WEST SIDE OF JOHN PAINE ROAD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of DH -1, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \dh -1 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -1, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreement relating to eligible properties within that parcel identified as DH -1, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibit "C -1 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreement contained within Exhibit "C -1" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreement in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as DH -1, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0002, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH2 of approximately 258 acres located on the South Side of University Drive, West and East sides of Thomas J. Egan Road, North of Jim Christal Road, West of Masch Branch Road; providing for severability and an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0002, Version: 1 Table this item. EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \dh -2 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DH -2 OF APPROXIMATELY 258 ACRES LOCATED ON THE SOUTH SIDE OF UNIVERSITY DRIVE, WEST AND EAST SIDES OF THOMAS J. EGAN ROAD, NORTH OF JIM CHRISTAL ROAD, WEST OF MASCH BRANCH ROAD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of DH -2, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \dh -2 accepting non annexation agreements.dOc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -2, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as DH -2, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C -9 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibits "C -1" through "C -9" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as DH -2, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0003, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH3 of approximately 421 acres located on the South side of spring side road, North, South, and West of Corbin Road, West of I -35; providing for severability and providing an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. Table this item. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0003, Version: 1 EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \dh -3 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DH -3 OF APPROXIMATELY 421 ACRES LOCATED ON THE SOUTH SIDE OF SPRING SIDE ROAD, NORTH, SOUTH AND WEST OF CORBIN ROAD, WEST OF I -35, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of DH -3, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \dh -3 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -3, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as DH -3, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C -8 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibits "C -1" through "C -8" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as DH -3, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0004, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH -4 of approximately 347 Acres located on the East side of Bonnie Brae Street, West of Fort Worth Drive, East and West of Vintage Boulevard; providing for severability and providing an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. Table this item. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0004, Version: 1 EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \dh -4 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DH -4 OF APPROXIMATELY 347 ACRES LOCATED ON THE EAST SIDE OF BONNIE BRAE STREET, WEST OF FORT WORTH DRIVE, EAST AND WEST OF VINTAGE BOULEVARD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of DH -4, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \dh -4 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -4, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as DH -4, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C -14 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibits "C -1" through "C -14" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as DH -4, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0005, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified in the 2010 annexation as DH -5, said modified agreement being for approximately 219.127 Acres of land located on the East side of Fort Worth Drive, West side of Country Club Drive, North of Brush Creek Road; providing for severability and an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0005, Version: 1 Table this item. EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \dh -5 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF A MODIFIED NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED IN THE 2010 ANNEXATION AS DH -5, SAID MODIFIED AGREEMENT BEING FOR APPROXIMATELY 219.127 ACRES OF LAND LOCATED ON THE EAST SIDE OF FORT WORTH DRIVE, WEST SIDE OF COUNTRY CLUB DRIVE, NORTH OF BRUSH CREEK ROAD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of DH -5, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties have executed such non - annexation agreements but there remain defects in the legal description of such properties, or otherwise ineligible; and yet others owners to whom notices have been sent have not executed the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions are in the process of correcting defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners; 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. s: \legal \our documents \ordinances \15 \dh -5 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -5, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as DH -5, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C -5 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibits "C -1" through "C -5" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as DH -5, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0006, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH -11 of approximately 388 Acres located Southeast of the intersection of Mayhill Road and McKinney Street; providing for severability and an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. Table this item. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0006, Version: 1 EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \dh -11 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DH -11 OF APPROXIMATELY 388 ACRES LOCATED SOUTHEAST OF THE INTERSECTION OF MAYHILL ROAD AND MCKINNEY STREET, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of DH -11, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \dh -11 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -11, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as DH -11, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C- ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibits "C -1" through "C- " for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as DH- 11, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0007, Version: 1 Legislation Text A15 -0007 Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as DH -14 of approximately 30 Acres located on the South side of Robinson Road, East of Teasley Lane; providing for severability and providing an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0007, Version: 1 Table this item. EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \dh -14 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DH -14 OF APPROXIMATELY 30 ACRES LOCATED ON THE SOUTH SIDE OF ROBINSON ROAD, EAST OF TEASLEY LANE, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of DH -14, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties have executed such non - annexation agreements but there remain defects in the legal description of such properties, or otherwise ineligible; and yet others owners to whom notices have been sent have not executed the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions are in the process of correcting defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners; 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. s: \legal \our documents \ordinances \15 \dh -14 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -14, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as DH -14, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibit "C ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibit "C" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as DH- 14, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0008, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as PAA1 of approximately 1. 171 Acres located on the South side of Jim Christal Road, the North side of Tom Cole Road, West of Masch Branch Road; providing for severability and an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. Table this item. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0008, Version: 1 EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \paal accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS PAA1 OF APPROXIMATELY 1,171 ACRES LOCATED ON THE SOUTH SIDE OF JIM CHRISTAL ROAD, THE NORTH SIDE OF TOM COLE ROAD, WEST OF MASCH BRANCH ROAD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of PAA1, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \paal accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as PAA1, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as PAA1, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C -30 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibits "C -1" through "C -30" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of these attached non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as PAA1, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0009, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as PAA2 South of approximately 1,472 Acres located on the South Side of FM 1173, North W. University Drive, West of I -35; providing for severability and an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. Table this item. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0009, Version: 1 EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \paa2 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS PAA2 SOUTH OF APPROXIMATELY 1,472 ACRES LOCATED ON THE SOUTH SIDE OF FM 1173, NORTH OF W. UNIVERSITY DRIVE, WEST OF I -35, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of PAA2 South, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \paa2 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as PAA2 South, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as PAA2 South, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C -17 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreement contained within Exhibits "C -1" through "C -17" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as PAA2 South, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0010, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as PAA3 of approximately 1,075 Acres located on the South Side of Ganzer Road, North and South of Barthold Road, North of FM 1173, West of I -35; providing for severability and effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. Table this item. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0010, Version: 1 EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \paa3 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS PAA3 OF APPROXIMATELY 1,075 ACRES LOCATED ON THE SOUTH SIDE OF GANZER ROAD, NORTH AND SOUTH OF BARTHOLD ROAD, NORTH OF FM 1173, WEST OF I -35, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of PAA3, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \paa3 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as PAA3, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as PAA3, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C -9 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibits "C -1" through "C -9" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as PAA3, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: Al 5-0011, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as PAA4 of approximately 1,555 Acres located on the South side of Milan Road, North of Loop 288, East of I -35; providing for severability and an effective date. BACKGROUND The Denton Plan, adopted in 1999 called for an aggressive annexation policy. Following this policy the City if Denton instituted a number of annexations. In 2009 Freese and Nichols was hired to perform an annexation study. In 2010, annexation of large portions of the Extraterritorial Jurisdiction was initiated. As part of the aggressive annexation in 2010 the City Council approved several ordinances for Non Annexation Agreements (NAAs) in areas called DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and are set to expire on February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer an one year extension to the original agreement. Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland uses those properties that continued to meet the stated criteria were offered a Non - Annexation Extension Agreement. Each property owner received by certified mailed a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total approximately 130 agreements were signed and notarized for approximately 183 properties. In adopting the initial NAAs in 2010, the subject properties were exempted from annexation for a period of five years. However, this Non - Annexation Extension Agreement will extend the original agreement for one additional year to expire in March of 2016. OPTIONS 1. Accept the Non - Annexation Extension Agreement as prepared. 2. Decline and facilitate the involuntary annexation process. Table this item. City of Denton Page 1 of 2 Printed on 2/27/2015 File M Al 5-0011, Version: 1 EXHIBITS 1. Service Plan for Properties Annexed in 2010 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2010 Annexation L AREA ANNEXED The areas to be annexed include approximately 7,480 acres of land contained in fifteen (15) areas. Four (4) of the 15 areas are primarily located within the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1 and are identified as PAAl, PAA2 South, PAA3 and PAA4. These areas include approximately 5273 acres of land. The remaining eleven (11) areas are unincorporated ETJ pockets and are located within the body of the City of Denton's corporate limits and are identified as DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13 and DH -14. These areas include approximately 2207 acres of land. The proposed annexation contains multiple owners in 15 distinct areas, as shown on the attached location map. A general description of each area is also attached. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. 2 Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities All the proposed annexation areas are within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities PAAl, PAA4, DH -1, DH -2, DH -3, DH -4, DH -5, DH -6, DH -8, DH -10, DH -11, DH -13, and DH -14 annexation areas are within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). PAA2S and PAA3 annexation areas lie within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Bolivar Water Supply Corporation is dually certified in portions of this area under CCN Number 11257. 3 Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. If a sign remains, it will be reviewed and placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools M Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. E s: \legal \our documents \ordinances \15 \paa4 accepting non annexation agreements.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS PAA4 OF APPROXIMATELY 1,555 ACRES LOCATED ON THE SOUTH SIDE OF MILAM ROAD, NORTH OF LOOP 288, EAST OF 1 -35, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of PAA4, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the city has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non - annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; 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. s: \legal \our documents \ordinances \15 \paa4 accepting non annexation agreements.doc SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as PAA4, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control). SECTION 3. Certain non - annexation agreements relating to eligible properties within that parcel identified as PAA4, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibits "C -1" through "C -42 ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreements contained within Exhibits "C -1" through "C -42" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreements in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as PAA4, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -209, Version: 1 DEPARTMENT: CM/ ACM: Date: DME Howard Martin March 3, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager or his designee to execute a Contract of Sale by and between the Joseph and Soraya Fletcher Irrevocable Gift Trust ( "Owner "), and the City of Denton, Texas, as buyer, to acquire a 2.353 acre permanent electric utility easement, a 0.008 acre temporary construction easement, and a 0.122 acre temporary construction easement, all located in the G. Walker Survey, Abstract No. 1330, City of Denton, Denton County, Texas, as more particularly described and depicted in the attachments to Exhibit "1" (the ordinance) and located generally east of I -35E and north of Shady Shores Rd. ( "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; for the purchase price of Two Hundred Seventy Five Thousand Dollars and 00 /100 dollars ($275,000.00), and other consideration, as set forth in the Contract of Sale, also attached to Exhibit "1" (the ordinance); authorizing the expenditure of funds; and providing an effective date. BACKGROUND The City made and initial offer to the property owner on September 30, 2014 The Owner did not accept the City's initial offer as settlement of the matter, but it has made a counteroffer to sell the easements to the City for a total of $275,000.00. OPTIONS 1. Approve the proposed Ordinance 2. Decline to approve the proposed Ordinance RECOMMENDATION DME recommends approval of the Ordinance and purchase of the easement. ESTIMATED SCHEDULE OF PROJECT Completion in the 4h quarter of 2016 PRIOR ACTION/REVIEW (Council, Boards, Commissions) This tract is within the route previously recommended by the PUB and chosen by the City Council in November of 2011. City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID 15 -209, Version: 1 FISCAL INFORMATION The costs for property 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). BID INFORMATION n/a EXHIBITS 1. Ordinance Respectfully submitted: Phil Williams General Manager, DME Prepared by: Smith Day Compliance Manager City of Denton Page 2 of 2 Printed on 2/27/2015 ORDINANCE NO. 2015 - AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A PURCHASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS ( "CITY "), AS BUYER, AND NAHID DINARI, TRUSTEE OF THE JOSEPH AND SORAYA FLETCHER IRREVOCABLE GIFT TRUST ( "OWNER "), AS SELLER, TO ACQUIRE A 2.353 ACRE PERMANENT EASEMENT AND A 0.008 ACRE TEMPORARY CONSTRUCTION EASEMENT AND A 0.122 ACRE TEMPORARY CONSTRUCTION EASEMENT, ALL SITUATED IN THE G. WALKER SURVEY, ABSTRACT NO. 1330, LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" AND LOCATED GENERALLY EAST OF I -35E AND NORTH OF SHADY SHORES ROAD ( "PROPERTY INTEREST ") FOR THE PURCHASE PRICE OF TWO HUNDRED SEVENTY FIVE THOUSAND DOLLARS AND NO CENTS ($275,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT "); AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ( "City ") made a bona fide offer to Nahid Dinari, Trustee of the Joseph and Soraya Fletcher Irrevocable Gift Trust ( "Owner ") to purchase the Property Interest; WHEREAS, the Owner has made a counteroffer to the offer of the City; WHEREAS, the City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is authorized (a) to execute on behalf of the City (i) the Purchase Agreement, between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A ", with a purchase price of $275,000.00 and other consideration, plus costs and expenses, all as prescribed in the Purchase Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Purchase Agreement; and (b) to make expenditures in accordance with the terms of the Purchase Agreement. SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: CHRIS WATTS, MAYOR Easement Purchase Agreement NOTICE YOU, AS OWNER OF THE EASEMENT LANDS (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE EASEMENT WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS EASEMENT PURCHASE AGREEMENT ( "Agreement ") is dated the day of , 2015, between NAHID DINARI As TRUSTEE OF THE JOSEPH AND SORAYA FLETCHER IRREVOCABLE GIFT TRUST (the "Owner "), and the City of Denton, Texas ("city"). WITNESSETH: WHEREAS, THE JOSEPH AND SORAYA FLETCHER IRREVOCABLE GIFT TRUST is the Owner of a tract of land (the "Land ") in the G. Walker Survey, Abstract Number 1330, Denton County, Texas being affected by the public improvement project called the Teasley to Pockrus Transmission Line Project ( "Project "); and WHEREAS, City is in need of certain easements in, along, over, upon, under and across the tract of land described above related to the Project; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary easements for the Project; 1 NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. At Closing, the Owner shall grant, execute, and deliver to the City both permanent and temporary construction easements, the scope, location and duration of which are described and shall be memorialized in an Electric Utility Easement (herein, the "Easement "), the form and content of which is shall be substantially similar to the Attachment 1 which is attached hereto and made a part hereof for all purposes as if set forth herein verbatim. The Easement shall grant, sell and convey a permanent easement in, along, over, upon, under and across the tract of land being described in Exhibit "A -1" and depicted in Exhibits "B -la" and "B -lb ", attached to the Easement, and two temporary construction easements in, along, over, upon, under and across the tract of land, Temporary Construction Easement 1 being described in Exhibit "A -2" and depicted in Exhibit "B -2 ", and Temporary Construction Easement 2 being described in Exhibit "A -3" and depicted in Exhibit "B -2 ", also attached to the Easement. As stated in the Easement, the permanent easement shall be granted for electric utility purposes, and the temporary construction easements shall be granted for construction purposes, the purpose(s), scope and duration of which are further set forth and defined in the Easement. The lands described and depicted in the Exhibits attached to the Easement are collectively referred to herein as the "Easement Lands ". 2. As consideration for the granting of the Easement and other damages (if any) and matters described herein below, the City shall pay to Owner at Closing the collective, aggregate sum of TWO HUNDRED SEVENTY -FIVE THOUSAND and no /100 DOLLARS ($275,000.00) as Total Monetary Compensation. 3. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all compensation due Owner by City related to the Project and purchase of the Easement Lands, z including without limitation, the purchase price of the easements conveyed, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, damage to and/or costs of repair, replacement and/or relocation of any improvements, turf, landscape, vegetation, or any other structure or facility of any kind located within the Easement Lands related to activities conducted pursuant to the Easement, interference with Owner's activities on the Easement Lands or other property interests of Owner caused by or related to the Project and/or activities related to the Easement, whether accruing now or hereafter, and Owner hereby releases for itself, its heirs, devisees, successors and assigns, City, its officers, employees, elected officials, agents and contractors from and against any and all claims they may have now or in the future, related to the herein described matters, events and/or damages. 4. The Closing (herein so called) shall occur in and through the office of Title Resources, 525 South Loop 288, Suite #125, Denton, Texas 76205 ( "Title Company "), with said Title Company acting as escrow agent, on the date which is 60 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ( "Closing Date "). The Owner shall convey the Easement free and clear of all debts, liens and encumbrances. The Owner shall assist and support satisfaction of all closing requirements in relation to solicitation of release or subordination of liens and encumbrances and other curative efforts affecting the Easement, if necessary in the discretion of the City. 5. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. All other typical customary and standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. 3 6. The date on which this Agreement is executed by the City shall be the "Effective Date" of this Agreement. 7. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of such default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance or termination of this Agreement. 8. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 10. From and after the date of execution of this Agreement by Owner to the date of Closing, Owner shall not (i) convey or lease any interest in the Easement Lands; or (ii) enter into any Agreement that will be binding upon the Easement Lands or upon the Owner with respect to the Easement Lands after the date of Closing. 11. Any notices prescribed or allowed hereunder to Owner and /or City shall be in writing and, except as otherwise provided herein, shall be delivered by telephonic facsimile, hand delivery or 4' by United States Mail, as described herein, and shall be deemed delivered upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: Phone Copies to: For Owner: Telecopy: CITY: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas Street Denton, Texas 76209 Telecopy: (940) 349 -8951 For City: Scott W. Hickey, Attorney at Law Kelsey, Kelsey & Hickey, PLLC P.O. Box 918 Denton, Texas 76202 Telecopy: (940) 387 -9553 12. This Agreement constitutes the sole and only Agreement of the parties and supersedes any prior understandings or written or oral Agreements between the parties with respect to the subject matter of this Agreement. 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Easement. 14. Authority to take any actions that are to be, or may be, taken by Buyer under this Agreement, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Phil Williams, General Manager, Electric Administration of Buyer, or his designee. 5 15. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity other than the City that might result in the taking of any portion of the Easement Lands, City may, at its election, terminate this Agreement at any time prior to Closing. 16. If the Closing Date or day of performance of any act required or permitted hereunder falls on a Saturday, Sunday or legal holiday, then the Closing Date or day of performance, as the case may be, shall be the next following regular business day. CITY OF DENTON, TEXAS IIn GEORGE C. CAMPBELL, CITY MANAGER Date: .2015 ATTEST: JENNIFER WALTERS, CITY SECRETARY LOM Date: 2015 2 APPROVED AS TO LEGAL FORM: Kelsey, Kelsey & Hickey, PLLC Richard H. Kelsey John E. Kelsey Scott W. Hickey Attorneys for the City of Denton BY: Date: , 2015 Owner: Nahid Dinari, Trustee of the Joseph and-S—o-r-w-yaYletcher Irrevocable Gift Trust, a Texas irrevocable ing trust Nahid Diun1ari, Trustee Date: a� ( a A 1 l '2015 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement and to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources Attn: Virginia Kubiak 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381 -1006 Telecopy: (940) 898 -0121 In Printed Name: Title: Contract receipt date: , 2015 s ATTACHMENT 1 TO EASEMENT PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: THAT, NAHID DINARI, TRUSTEE OF THE JOSEPH AND SORAYA FLETCHER IRREVOCABLE GIFT TRUST (the "GRANTOR "), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ( "GRANTEE ") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, exclusive and unobstructed easements and rights of way and temporary construction easements (collectively, the "EASEMENT ") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and /or above ground electric transmission and electric distribution power and /or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES "), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 2.353 acres and being more particularly described in Exhibit "A- 1" and illustrated in Exhibits "B -la" and "B -lb ", attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY "). GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, increase or reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant, including access over, across and upon the EASEMENT PROPERTY. GRANTEE shall have the right to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and /or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and /or across the EASEMENT PROPERTY without prior written consent of GRANTEE. For the same consideration GRANTOR does hereby grant, bargain, sell and convey unto GRANTEE temporary workspace or temporary construction easements (the "Temporary Construction Easements ") on, in, upon, under, over, through and across that certain real property situated in Denton County, Texas, Temporary Construction Easement 1 being approximately 0.008 acres, and Temporary Construction Easement 2 being approximately 0. 122 acres, said Temporary Construction Easements being more particularly described in Exhibits "A -2" and "A -3 ", respectively, and illustrated in Exhibit "B -2" (the "TEMPORARY CONSTRUCTION EASEMENT PROPERTY ") for the use by GRANTEE, its agents, employees, contractors, subcontractors, workmen, and representatives only in connection with and during the original construction of the FACILITIES. GRANTEE, its agents, employees, contractors, subcontractors, workmen, and representatives shall: 1) have the right of ingress, egress and regress in, along, upon, under and across said TEMPORARY CONSTRUCTION EASEMENT PROPERTY for the purpose of access, staging of materials and equipment, construction and grading activities or any part thereof, and; 2) without the payment of additional consideration, 2 have the right to clear and remove from the TEMPORARY CONSTRUCTION EASEMENT PROPERTY such fences, signage, buildings, vegetation and trees and other obstructions as may now be found therein. The Temporary Construction Easements shall commence on the date of the "Contractor Notice to Proceed" to begin construction of the FACILITIES and terminate two (2) years from such date of the "Contractor Notice to Proceed ". GRANTOR, for itself, its heirs, devisees, successors and assigns, subject to the terms herein, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and /or the exercise of GRANTEE's rights hereunder. GRANTOR acknowledges the EASEMENT granted herein is exclusive, so as to exclude all other utility providers or any other party's use of the EASEMENT PROPERTY; provided, however, the EASEMENT is nonexclusive as to GRANTOR'S right to use the EASEMENT PROPERTY in accordance with the terms hereof. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove trees as provided herein, together with the right to install gates in existing fences within such EASEMENT PROPERTY. GRANTOR represents and warrants to GRANTEE that as of the execution date hereof, no buildings, structures, signs, obstructions or other facilities or improvements of any kind 3 ( "UNPERMITTED STRUCTURES ") exist on the EASEMENT PROPERTY. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of, UNPERMITTED STRUCTURES on the EASEMENT PROPERTY and if any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and their heirs, devisees, successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the day of GRANTOR: Nahid Dinari, Trustee of the Joseph and Soraya Fletcher Irrevocable Gift Trust, a Texas irrevocable living trust Nahid Dinari, Trustee [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4 , 2015. ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of , 2015, by Nahid Dinari as Trustee of the Joseph and Soraya Fletcher Irrevocable Living Trust, on behalf of said trust and in the capacity therein stated. AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901 -A Texas Street, 2 "d Floor Denton, Texas 76209 Attn: Paul Williamson Notary Public, State of _ My Commission Expires: EXHIBIT "A" — 1 LEGAL DESCRIPTION ELECTRIC EASEMENT BEING a 2.353 acre tract of land situated in the G. Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being part of a called 7.928 acre tract of land described in a Deed to Nahid Dinari, Trustee of the Joseph and Soraya Fletcher Irrevocable Gift Trust, as recorded in Document No. 2006 - 119043 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a TXDOT concrete monument with 3" aluminum disk found in the East line of the above cited 7.928 acre tract and the West line of a called 9.63 acre tract of land described in a Deed to 4984 Partners, Ltd., as recorded in Document No. 2013 -54868 of the Real Property Records of Denton County, Texas, said point being in the Northeasterly line of Interstate Highway No. 35E at the most Easterly Northeast corner of a called 0.969 acre tract of land described in a Deed to the State of Texas, as recorded in Document No. 2012 -9736 of the Real Property Records of Denton County, Texas; THENCE North 03 °14'03" East departing the Northeasterly line of said Interstate Highway No. 35E, and continuing along the common line between said 9.63 acre tract and said 7.928 acre tract, for a distance of 37.15 feet to a point for corner at the POINT OF BEGINNING for the herein described easement: THENCE South 43 °34'02" West departing the common line between said 9.63 acre tract and said 7.928 acre tract, for a distance of 28.06 feet to a point for corner in the Northeasterly line of said Interstate Highway No. 35E; THENCE North 45 °49'33" West along the Northeasterly line of said Interstate Highway No. 35E, for a distance of 118.87 feet to a TXDOT concrete monument with 3" aluminum disk found for corner; THENCE North 53 °52'56" West continuing along the Northeasterly line of said Interstate Highway No. 35E, for a distance of 297.62 feet to a TXDOT concrete monument with 3" aluminum disk found for corner; THENCE North 56 °48'12" West continuing along the Northeasterly line of said Interstate Highway No. 35E, for a distance of 251.65 feet to a TXDOT concrete monument with 3" aluminum disk found for corner; THENCE North 50 °23'51" West continuing along the Northeasterly line of said Interstate Highway No. 35E, for a distance of 505.20 feet to a TXDOT concrete monument with 3" aluminum disk found for corner in the Northwest line of the above cited 7.928 acre tract, said point also being in the Southeast line of Lot 1, Block A per the Final Plat of Lissberger Addition, as recorded in Cabinet H, Page 196 of the Plat Records of Denton County, Texas; THENCE North 42 °29'26" East along the common line between said 7.928 acre tract and said Lot 1, for a distance of 76.40 feet to a point for corner; THENCE South 49 °39'18" East departing the common line between said 7.928 acre tract and said Lot 1, for a distance of 77.23 feet to a point for corner; THENCE South 53 °50'43" East for a distance of 1039.73 feet to a point for corner in the common line between said 7.928 acre tract and said 9.63 acre tract; THENCE South 03 °14'03" West along the common line between said 7.928 acre tract and said 9.63 acre tract, for a distance of 90.84 feet to the POINT OF BEGINNING, and containing 2.353 acres of land, more or less. J. 9' Todd B. Turner, R.P.L.S. No. 4859 60 May 1, 2014 ..... TODD•B.•TURNER••••• March 13, 2014 — Field ••v••••••••••••••••••••v REVISED: February 3, 2015 (Revised Exhibit) '• o 4859 P T.B.P.L.S. 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Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being part of a called 7.928 acre tract of land described in a Deed to Nahid Dinari, Trustee of the Joseph and Soraya Fletcher Irrevocable Gift Trust, as recorded in Document No. 2006 - 119043 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a TXDOT concrete monument with 3" aluminum disk found in the East line of the above cited 7.928 acre tract and the West line of a called 9.63 acre tract of land described in a Deed to 4984 Partners, Ltd., as recorded in Document No. 2013 -54868 of the Real Property Records of Denton County, Texas, said point being in the Northeasterly line of Interstate Highway No. 35E at the most Easterly Northeast corner of a called 0.969 acre tract of land described in a Deed to the State of Texas, as recorded in Document No. 2012 -9736 of the Real Property Records of Denton County, Texas; THENCE North 45 °49'33" West departing the common line between said 9.63 acre tract and said 7.928 acre tract, and along the Northeasterly line of said Interstate Highway No. 35E, for a distance of 24.04 feet to a point for corner; THENCE North 43 °34'02" East departing the Northeasterly line of said Interstate Highway No. 35E, for a distance of 28.06 feet to a point for corner in the common line between said 7.928 acre tract and said 9.63 acre tract; THENCE South 03 °14'03" West along the common line between said 7.928 acre tract and said 9.63 acre tract, for a distance of 37.15 feet to the POINT OF BEGINNING, and containing 0.008 acres of land, more or less. NOTE: An exhibit of even date herewith accompanies this Legal Description. See Sheet 3. SHEET 1 OF 3 DME13222 S ;..0O .E P••GtiSTE+ Oi W Todd B. Turner, R. P.L.S. No. 4859 May 1, 2014 e••••TODD�S.�TURNERfe••• March 13, 2014 — Field ••............................ REVISED: June 12, 2014 •• ° 4859 e T.B.P.L.S. Firm No. 10011601 `.9%o suri yon SHEET 1 OF 3 DME13222 EXHIBIT "A" - LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT No. 2 BEING a 0.122 acre tract of land situated in the G. Walker Survey, Abstract Number 1330, City of Denton, Denton County, Texas, and being part of a called 7.928 acre tract of land described in a Deed to Nahid Dinari, Trustee of the Joseph and Soraya Fletcher Irrevocable Gift Trust, as recorded in Document No. 2006 - 119043 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a TXDOT concrete monument with 3" aluminum disk found in the East line of the above cited 7.928 acre tract and the West line of a called 9.63 acre tract of land described in a Deed to 4984 Partners, Ltd., as recorded in Document No. 2013 -54868 of the Real Property Records of Denton County, Texas, said point being in the Northeasterly line of Interstate Highway No. 35E at the most Easterly Northeast corner of a called 0.969 acre tract of land described in a Deed to the State of Texas, as recorded in Document No. 2012 -9736 of the Real Property Records of Denton County, Texas; THENCE North 03 °14'03" East departing the Northeasterly line of said Interstate Highway No. 35E, and continuing along the common line between said 9.63 acre tract and said 7.928 acre tract, for a distance of 127.99 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 53 °50'43" West departing the common line between said 9.63 acre tract and said 7.928 acre tract, for a distance of 91.98 feet to a point for corner; THENCE North 43 °34'02" East for a distance of 100.84 feet to a point for corner; THENCE South 53 °50'43" East for a distance of 14.22 feet to a point for corner in the common line between said 9.63 acre tract and said 7.928 acre tract; THENCE South 03 °14'03" West along the common line between said 9.63 acre tract and said 7.928 acre tract, for a distance of 119.13 feet to the POINT OF BEGINNING, and containing 0.122 acres of land, more or less. NOTE: An exhibit of even date herewith accompanies this Legal Description. See Sheet 3. SHEET 2 OF 3 DME13222 `• OF.. STrT� RFOe Todd B. Turner, R.P.L. o. 4859 May 1, 2014 . . , .... .............. TODD B. TURNER March 13, 2014— Field ••v••••••••••••••• °. June 12, 2014 — Revision Date :A 4859 T.B.P.L.S. Firm No. 10011601 y'�Ofiess� ° ?' •SURV';;10 SHEET 2 OF 3 DME13222 mW >OP ��p o'm-1 my •n rxOXra t• 0 i 4j Nr m? • N-- _1h m ~ I I I 1 �,- r z � m mn �+ }X o m ` o O� Di��G m7�OD Dr ! 1 I oo�A °Djm o ..i�m nNaz��x I x r PAYz6mom0 m m I r'111k m mm zm�TOZ 1 z�m Div myom I AvAi ypA 1M1 03, r�.0 °n NZS zoz { =m w pm m Ott O m sm0 D m�mz r1i x 'i ( ( y.0y1 y O 13 m z'i ��m.ay ( 1 I C4 R. 111 .i. m mqm �mV,r � I 1 C4 R. :t1<) n m �v�zZZ ( $ tail 1 j nF0-v0 wog C O �O �M O>PM I I I i �Zt1taSZ HMO p i ZlpC7W?"Z, �j a y N O I ( 1 0 1 11 N v r O :D QD rn CD m ,. ,, m o n 1 C7 -00 o ° y� ? 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID15 -213, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider approval of a resolution authorizing the submittal of a letter from the City of Denton Historic Landmark Commission to the National Parks Service endorsing Alternative "B" as described in the National Park Service feasibility study on the Chisholm Trail and declaring an effective date. The Historic Landmark Commission voted to authorize the letter with a vote of 7 -0. BACKGROUND The City of Denton Historic Landmark Commission, at the request of former Denton County Historical Commission Chair Beth Stribling, has written a letter of endorsement for Alternative "B" as shown in the National Park Service (NPS) feasibility study on the Chisholm Trail Alternative "B" (Exhibit 1). The Chisholm Trail will celebrate its 150'h anniversary in 2017. The National Park Service is proposing to designate a Chisholm and Great Western National Historic Trail intended to commemorate the routes used by cowboys herding cattle north from southern Texas through Kansas to Nebraska and adjacent locations between 1867 and the 1880's (Exhibit 2). If approved, the trail will be included in the National Trails System, a program which was approved by Congress and signed into law in 2009. As part of the review process, a National Historic Trail (NHT) Feasibility Study /Environmental Assessment is required. The study has been made available to the public and a public review comment period began on January 5, 2015, and is scheduled to close on March 5, 2015. The Historic Landmark Commission, during a special called meeting on February 16, 2015, voted to endorse Alternative "B" of the NPS feasibility study and the attached letter of endorsement (Exhibit 3). The Feasibility Study /Environmental Assessment for the Chisholm and Great Western National Historic Trail can be found at the following link: <http: / /parkplanning.Us. gov /document.cfm ?parklD= 456 &prof ectID =30803 &documentID= 63251> With the approval of the resolution and the submittal of this letter, the City of Denton will publicly announce its endorsement of the proposed Chisholm and Great Western National Historic Trail. OPTIONS City of Denton Page 1 of 2 Printed on 2/27/2015 File #: ID15 -213, Version: 1 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table the item. RECOMMENDATION The Historic Landmark Commission recommends approval of the resolution authorizing the submittal of the letter from the City of Denton Historic Landmark Commission to the National Parks Service endorsing Alternative "B" as described in the National Park Service feasibility study on the Chisholm Trail (7 -0). ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) February 16, 2015 - Historic Landmark Commission approved the submittal of the letter to the National Parks Service endorsing Alternative "B" as described in the National Park Service feasibility study on the Chisholm Trail (7 -0). FISCAL INFORMATION N/A BID INFORMATION N/A FYUIRITC 1. Request from Beth Stribling 2. Description of Alternative "B" 3. Letter of Endorsement 4. Resolution Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Cindy Jackson, AICP Senior Planner/ Historic Preservation Officer City of Denton Page 2 of 2 Printed on 2/27/2015 From: Beth Stribling To: "Beth Stribling" Subject: FW: Comment Period Has Begun for Chisholm & Great Western Trail National Historic Trail Designation Date: Sunday, February 08, 2015 12:02:33 PM Importance: High From: Texas Lakes Trail Region [mailto:'ill=texaslakestrail.netPmail74.atl5l.rsgsv.net] On Behalf Of Texas Lakes Trail Region Sent: Friday, January 16, 2015 11:05 AM To: Kim Phillips Subject: Comment Period Has Begun for Chisholm & Great Western Trail National Historic Trail Designation Use this area to offer a short preview of your View this ernaii in your ernak's content. browser Show Your Support For The National Historic Trail Designation For The Chisholm and Great Western Trails January 5, 20,15 rhirough Mairch 6, 20,15 The Time !is III ow -to Show Yot,iiir St.,qlapoirt for the Natioinall I fistorlic Tiralill !!in Texas The National IPar k. Service has completed its comprehensive i.170 page) study of designating the Chisholm Trail avid the Great Western Trail as National I listoric Trails under the National I listoric Trails Program.The entire study avid invitation for comment is on available on line under "National IPar k. Service Chisholm avid Great Western III `easibility Study". Follow the lin k. below to read the study. You do not have to read' the study in it's eerr ret y to vnalce a covmvnent. ",J o ri, u ,t I f I �:f i k S0 0 - f I V. f h, i S h, o I n, 1, a ,t r-1, d vi 0 W0 S0r or_ ,,J ",I I l F er ,t;rlrrIr'[ V Sl j(iV F�rr ori,Ir1, n,Ir ,t A, ;S,,SS 1,0nt Mwn, Vou u,u0 �OD(ib to scibm,Jt u,t cise'I-rrn; lrirlt. You will find a ,eCotritri nt ]"how" button on the page that will tale you to the cotrrrient 1ortrn. IPlease read IYflIortrnation below for suggestions for crafting your- ccDrrirrients. Continue to reed for talking paints to include in your comments. We are now in a 60 ;lay cctritri nt period before the study goes to Congress for possible action.:Ilt is critical that we give strong; support for the proposal to rya e these two trails National Historic Trails during this official ccDrrirrient period. Ilt is Dear hope that all organizations avid person interested in our- cattle western history avid heritage touristri respond to the the invitation for cctritri nt by saying the following- I . II support Alternative IB of the study. 2. ...p...hat YOU and y Ur organllzafion (id appHcatfle) see great Iheriit ge and econom�lc beneilit s to INN i n l ..p..r lil r:peslign tli ns. 3. Il lentli n that YOU and y Ur area have strong nne tli ns to one of the trains tlhr Uglh rr UseuIMS, lfestliv �s, events, edUca li n pr gr ants, Nst&lc markers, and Nst ry. 4, 1 hank Congress for Utlh&lzing the stUdy, and commend the INN i n l Il:::I rk Servli e for lIt's ex eHent as weH as tlh r Uglh stUdy. . YOU hook f rw rd to hauling Congress irmtlp�ermtent the INN i n l ..p..r lfl I[Deslign tli ns, varNch rmtliglht be In tlirmte for the 150th nnlivers ry of the CIflisho� mt ..p..r lil In 2017. �...Ns desllgrn Ali lrn w !H bene- fit towns both on and off of the traHs. We appreblate Ur SuwIpport. CopyrLght Q) 2014 Texas f..akes Trail, All drLqhts reserved. Ouuir mailing addiress its I eras V....alkes l mill Region 116 West 1 :3 ridge St Giminlbuiy 1 X 76048 winsu lb's irlitm. Uo011nr 1:11"His Illi I , inu "'JaIe Sut;ScIIuli�))I:J In li� ))um fereincesu U his ernM was sent to cvb(oMiscoverdenton.com why did 1 aet this? unsubscribe from this list update subscription preferences U.exas U...alkes � rM FRegion Inc. '116 West IE ridge Granbu.ery, ..U.X I6048 USA IMMUREM administration either within or outside of Texas, Oklahoma, Kansas, and Nebraska. National recognition of the events associated with the Chisholm and Western Trails would continue to occur in a piecemeal fashion. Existing preservation mechanisms would remain in place, but no new federal actions would be taken to protect other significant resources. Existing trends in development would continue, potentially compromising the integrity of the trail and its associated resources. State, county, and tribal laws for historic preservation and property rights would continue to apply. Public access would be provided by those sites now in public ownership. County and tribal-level planning would continue to balance preservation of historic and cultural resources with the realities of incremental development. If no national historic trail is established, recognition of the national significance and contributions of these traits to broad patterns of United States history, and their role in developing American economy, commerce, and population would occur sporadically and in an uncoordinated fashion. There would be no additional federal funding for this alternative. ALTERNATIVE B—DESIGNATE TWO NATIONAL HISTORIC TRAILS AS ONE ADMINISTRATIVE UNIT Under alternative B, Congress would designate two national historic trails as one administrative entity that would include the route of both the Chisholm and Western Trails as described in Public Law 111 -11, Section 5303, The designated national historic trails would be known separately as two distinct trails, specifically the Chisholm National Historic Trail and Western National Historic Trail. Each national historic trail would include the primary im cattle drive routes that are nationally significant. Nationally significant portions of the Chisholm Trail from the vicinity of Cuero and San Antonio, Texas, northward to Abilene, Kansas and the Western Trait from the vicinity of San Antonio, Texas, northward through Oklahoma and Dodge City, Kansas, and continuing north to Ogallala, Nebraska, would be included in the designated national historic trails. In addition, the designated trail would include the length of the Ellsworth Trail (Cox's Cutoff) from Pond Creek, Oklahoma to Ellsworth, Kansas as well as a series of nationally significant routes in central and southern Texas that historically were thematically related to both the Chisholm and Western Traits. Where the route relates to both traits, any future signing of the route would indicate both national historic traits. These national historic trails would be administered by the Secretary of the Interior through formal and informal partnerships with private and federal landowners, state and local governments, and others on a strictly voluntary basis for resource protection, visitor experience, and interpretation/education. If Congress designates these routes as national historic trails, a comprehensive plan covering administration of the traits would be developed, a process that would involve federally recognized American Indian tribes, federal, state and local agencies, landowners, and site managers. The plan would outline resource protection and interpretation of the trails. Cooperative agreements would outline strategies for partners to accomplish national historic trail goals. New visitor experience opportunities would be developed and/or initiated through coordinated partnerships between the Secretary of the Interior and interested entities. Interpretation and education programs would emphasize the Chisholm and Western trails history and heritage. While they would be administered as a single unit, the distinctiveness of each trail would be recognized and interpreted with trail specific focused interpretive exhibits, published materials, social media, and development opportunities such as retracement trails. Existing visitor experience opportunities could be enhanced through new partnerships and the available technical expertise from trail administration related to development and interpretation. A comprehensive plan for administration would build on the nationally significant themes related to the contributions of these trails to broad patterns of United States history and their role in developing the American economy, commerce, and population. A program of coordinated interpretation would further enhance public understanding and appreciation of these historic routes. The trails and their resources would continue to be owned and managed by the current owners. Tables 5, 7, and 8 in Section 4, provide lists of current visitor use opportunities in proximity to the proposed national historic trails. These opportunities are presently provided by private and public landowners who would be potential partners for trail administrators to work with regarding providing and developing greater access to various trail sites. To the north and south of the main trails the feeder and connecting routes that are not nationally significant would have the potential for development as side traits and connecting trails in accordance with the National Trails System Act. There would be challenges for trail administrators to work with private entities to provide visitor access to privately owned trail sites. Trail administrators would work with private landowners to protect and preserve their historic trail properties, and share them with others at their discretion 41 The Alternatives through a certification process. Certification is a partnership that would be available to landowners and allow them to choose how and when visitors might access private property under limited and controlled circumstances. The certification process is optional and landowners would participate on voluntary basis. Participation in national historic trait interpretation, preservation, and allowance of public access would continue to be done at the discretion of the private landowner. These routes represent an opportunity for recreation that would not be a traditional through-hiking trail. While some opportunities would be available for short hiking and recreational experiences, these cattle trait routes better lend themselves to interpretation and recreation at sites along the routes. A large percentage of these routes are in private ownership which could be a hindrance to trail development. Existing federal and state laws and regulations would be enforced. American Indian tribes associated with the traits and state historic preservation offices would be consulted prior to any actions to develop or interpret the trail. Any existing organizations such as the Great Western Cattle Trail Association and the International Chisholm Trail Association could play a future role as potential trail partners. The establishment of the two trails would not have any impact on existing state and federal regulatory processes, nor place any additional requirements on property owners, regarding use or continued ownership. This study has determined there will not be an impact on private properties as a result of establishing the Chisholm National Historic Trail or the Western National Historic Trail. TABLE 2. COMPARISON OF ALTERNATIVES Alternative A Alternative B No Action Designate Two National Historic Trails as One Administrative Unit Concept National historic trails would not be designated. Two national historic trails would be designated No federal government action would occur and to commemorate the movement of cattle from extant resource protection, interpretation, and Texas through Oklahoma to railheads in Kansas education programs would continue. and Nebraska. Route Description Routes would not be identified or interpreted The main cattle drive routes would be by the federal government. designated: included would be the Chisholm Trail from southern Texas to railheads in Kansas; and the Western trail from southern Texas to Nebraska. Administration No federal administration would occur. The national historic trails would be administered by the Secretary of the Interior through formal and informal partnerships. A comprehensive management plan would be developed. Visitor Use and Visitor experience would continue to be New visitor experience opportunities would be Experience provided by existing private and public local and developed and/or initiated through coordinated state facilities. partnerships between the Secretary of the Interior and interested entities. Interpretive Emphasis Existing interpretation and education programs Interpretation and education programs would and Programming at museums and visitor centers would continue. emphasize cattle trail history and heritage. The distinctiveness of each trail would be recognized and interpreted. A comprehensive plan for administration and management would identify themes and provide for coordinated interpretation. Resource Protection — Existing federal and state laws and regulations Existing federal and state laws and regulations Cultural and Natural would be enforced. would be enforced. Associated tribes would be Resources consulted. 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I -------- 0 E >1 271 tia 0 r Sri 0 0 0 LA 0 at cc LL 72 Lon ca m m U ............... --------- ------------------------------ -------- .............. ....... - - ZZ E ca rx." 0 0 u ---------- ....... v c s :n U. 0 0 0 0 LA 0 at cc LL To: The National Park Service Park: National Trails System Project: Chisholm and Great Western NT Feasibility Study/Environmental Assessment Document., Chisholm and Great Western Feasibility Study and Environmental Assessment From: Deb Conte Address: 215 E. McKinney St. City: Denton State: TX Postal Code: 76201 F_M"; ' I Address., drdconte@gmail.com Organization: City of Denton Historic Landmark Commission Keep My: Info Private: No Comments: NPS-Chisholm Trail by Deb Conte, Chair, City of Denton Historic Landmark Commission As chair of the City of Denton (Texas) Historic Landmark Commission and on behalf of the Commissioners, I strongly support alternative "B" as described in the National Park Service feasibility study on the Chisholm Trail. The Denton County Trail Marking Committee, formed in April 2014 per direction of the Denton County Historical Commission, has undertaken significant and detailed research into the path of the Chisholm Trail through Denton County. Trail Marking Committee members conducted interviews, traveled to relevant sites, and mined books, journals, newspapers, brochures, maps and other historical documents in their quest for knowledge about the route of the Chisholm Trail through Denton County. After intensive study, the committee released a preliminary report on November 6, 2014. The findings concluded that the Trail entered the southwestern area of Denton County at Elizabethtown, Texas, a community that no longer exists, continued northward to a point just west of Bolivar, Texas, and exited Denton County at its northwest corner to continue its northwesterly heading. This path is described in alternative "B" in the NPS feasibility study. Beginning in 1867, more than 6 million head of cattle were herded for approximately 20 years on the Chisholm Trail from multiple points in Texas to Abilene, Kansas. The Trail provided significant support to Texas, Oklahoma and Kansas during the grim, poverty- ridden post-Civil War era, and the hooves and horns that trod the Trail laid the foundation Fnr trulmi'Q flirivincy oqtth- indimtry Tbf- Trail remains a significant testament to our Western heritage and is integral to the fabric of the American identity. On behalf of the City of Denton Historic Landmark Commission, I encourage designation of the Chisholm Trail as a National Historic Trail and thank the National Park Service for its interest in historic trails. Please note the Chisholm Trail celebrates its 150th anniversary in 2017. This provides a special opportunity for celebration, were Congress to implement a national designation for the Trail prior to its sesquicentennial. sAlegal \our documents \resolu0011s\15 \chishohn trail resolution.docx Exhibit 4 RESOLUTION NO. A RESOLUTION AUTHORIZING THE SUBMITTAL OF LETTER FROM THE CITY OF DENTON HISTORIC COMMISSION TO THE NATIONAL PARKS SERVICE ENDORSING ALTERNATIVE "B" AS DESCRIBED IN THE NATIONAL PARK SERVICE FEASIBILITY STUDY ON THE CHISHOLM TRAIL AND DECLARING AN EFFECTIVE DATE. WHEREAS, The Chisholm Trail will celebrate its 150th anniversary in 2017 and the National Parks Service is proposing to designate a Chisholm and Great Western National Historic Trail intended to commemorate the routes used by cowboys herding cattle north from southern Texas through Kansas to Nebraska and adjacent locations between 1867 and the 1880's; and WHEREAS, the National Parks Service has completed a National Historic Trail (NHT) Feasibility Study /Environmental Assessment which has been made available to the public for public review and comment; and WHEREAS, the City of Denton Historic Landmark Commission voted to endorse Alternative "B" of the National Parks Service feasibility study during their special called meeting on February 16, 2015; and WHEREAS, the City of Denton wishes to recognize the important role that the Chisholm Trail has had in the history of Texas and the nation; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council of the City of Denton does hereby authorize and support the Historic Landmark Commissions letter of endorsement for Alternative "B" of the National Parks Service feasibility study. SECTION 2. This resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -217, Version: 1 Agenda Information Sheet DEPARTMENT: CMO CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of a resolution of the City of Denton, Texas, in opposition to a revenue cap and legislative interference with local services; and providing for an effective date. BACKGROUND Mayor Watts requested the attached resolution be placed before the City Council for consideration. Legislation has been filed in the State Legislature, SB 182 and HB 365, that would reduce the rollback rate from 8 to 4 %, limiting the City's ability to adequately fund core services. The attached resolution identifies how the revenue cap would be detrimental to the City's budget and why it is critical that Denton and other cities oppose such legislation. The Chamber of Commerce and the school district may consider similar resolutions to oppose revenue caps. RECOMMENDATION Staff recommends approval of Resolution. EXHIBITS 1. Resolution 2. Senate Bill 182 3. House Bill 365 (identical to SB 182) Respectfully submitted: Lindsey N. Baker Intergovernmental Relations/ Public Information Officer City of Denton Page 1 of 1 Printed on 2/27/2015 sAlegakour dociiiiients\resolLitiOIIS\15\rev cap resolution (2).docx RESOLUTION NO. A RESOLUTION OF THE CITY OFDENTON, TEXAS, IN OPPOSITION TO A REVENUE CAP AND LEGISLATIVE INTERFEI?,ENCE WITH LOCAL SERVICES; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, bills have been introduced to cap the amount of property tax revenue cities can collect each year in a misguided effort to reduce the property tax burden on homeowners and businesses; and WHEREAS, currently, if a Texas city increases property tax collections by more than eight percent over the previous year, voters can petition for an election to rollback the increase; and WHEREAS, bills have been introduced to replace that eight percent "rollback rate" with a hard cap of four percent and require mandatory elections on an increase over four percent — all with the false claim that this would provide property tax relief; and WHEREAS, according to the state comptroller's latest survey of property tax rates in 1,002 cities in Texas, 67 percent of cities raised their property taxes by less than four percent from 2012 to 2013 and 37 percent of cities actually reduced their property taxes; and WHEREAS, that means property owners in at least 669 'Texas cities would have seen no reduction in their city property taxes if the four percent cap had been in effect; and WHEREAS, while the savings to individual taxpayers in Denton for FY 2014-15 would only represent $2.14 per month, it would cost the City of Denton $1.2 million if a four percent cap were in place resulting in a loss of vital city services; and WHEREAS, if this calculation were computed for the previous ten years, the cumulative impact would have been a loss of $48 million to the City of Denton; and WHEREAS, this legislation will force local governments to defer critical maintenance expenses for infrastructure assets such as facilities and streets, which will decline more quickly, needing to be replaced when they completely deteriorate; and WHEREAS, property taxes will not be reduced through revenue caps. Instead, costs, and the property taxes that pay for them, will be shifted to support additional debt that will have to be issued to rebuild this infrastructure. Shifting taxes to pay debt is not a tax cut and will cost taxpayers more in the future since communities will now be required to pay the interest on these costs, as well; and WHEREAS, in addition to the interest costs, taxpayers will have to pay exponentially higher costs associated with rebuilding our streets and other infrastructure. In other words, deferring maintenance expenses will cost our taxpayers much more in the future; and sAlegakour documentS\rCS01L1ti011S\1 5\rev cap resolution (2),docx WHEREAS, the Texas Miracle has relied on local governments' use of economic development incentives. Revenue caps will only serve to eradicate the use of incentives driving away thejob growth and businesses that have made Texas the economic development leader in the nation; and WHEREAS, cities collect just 16 percent of the property taxes levied in Texas, and most of the property taxes paid by Texans (55 percent) go to school districts, which are inadequately funded by the State; and WHEREAS, according to the comptroller's report, the total amount of property taxes collected by cities rose by 3.61 percent between 2012 and 2013, while school district tax collections rose by more than twice that rate or 7.72 percent; and WHEREAS, school property taxes have been rising, because the legislature continues to reduce the state's share of funding for schools, which forces districts to get more revenue from property taxes; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings set forth in the preamble of this Resolution are incorporated by reference into the body of this Resolution as if fully set forth herein. SECTION 2. The City Council of the City of Denton, Texas, is OPPOSED to the legislative imposition of a revenue cap and legislative interference with local services. SECTION 3. Imposing a revenue cap on cities: (a) does not provide meaningful tax relief; (b) robs cities of the ability to meet local needs; and (c) diverts attention from the real cause of higher property taxes, which is the legislature's failure to address the problem of school funding. SECTION 4. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY Me Page 2 CHRIS WATTS, MAYOR s:\Iegal\otjr documentsVesolutions\1 5\rev cap resolution (2),docx APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 3 By: Bettencourt S.B. No. 182 A BILL TO BE ENTITLED 1 AN ACT 2 relating to the calculation of the ad valorem rollback tax rates of 3 certain taxing units. 4 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: 5 SECTION 1. Section 26.04, Tax Code, is amended by amending 6 Subsection (c) and adding Subsections (c -1) and (c -2) to read as 7 follows: 8 (c) An officer or employee designated by the governing body 9 shall calculate the effective tax rate and the rollback tax rate for 10 the unit, where: 11 (1) "Effective tax rate" means a rate expressed in 12 dollars per $100 of taxable value calculated according to the 13 following formula: 14 EFFECTIVE TAX RATE _ (LAST YEAR'S LEVY - LOST PROPERTY 15 LEVY) / (CURRENT TOTAL VALUE - NEW PROPERTY VALUE) 16 ; and 17 (2) "Rollback tax rate" means a rate expressed in 18 dollars per $100 of taxable value calculated according to the 19 following formula: 20 ROLLBACK TAX RATE _ (EFFECTIVE MAINTENANCE AND 21 OPERATIONS RATE x 1.04 [1. 98] ) + CURRENT DEBT RATE 22 (c -1) Notwithstanding any other provision of this section, 23 the designated officer or employee may substitute "1.08" for "1.04" 24 in the calculation of the rollback tax rate if: 1 S.B. No. 182 1 (1) any part of the taxing unit is located in an area 2 declared a disaster area by the governor or the president of the 3 United States during the current tax year. 4 SECTION 2. Section 26.041, Tax Code, is amended by amending 5 Subsections (a), (b), and (c) and adding Subsections (c -1) and 6 (c -2) to read as follows: 7 (a) In the first year in which an additional sales and use 8 tax is required to be collected, the effective tax rate and rollback 9 tax rate for the unit are calculated according to the following 10 formulas: 11 EFFECTIVE TAX RATE _ [ (LAST YEAR'S LEVY - LOST PROPERTY 12 LEVY) / (CURRENT TOTAL VALUE - NEW PROPERTY VALUE)] - 13 SALES TAX GAIN RATE 14 and 15 ROLLBACK TAX RATE _ (EFFECTIVE MAINTENANCE AND 16 OPERATIONS RATE x 1.04 [� QR]) + CURRENT DEBT RATE - 17 SALES TAX GAIN RATE 18 where "sales tax gain rate" means a number expressed in dollars per 19 $100 of taxable value, calculated by dividing the revenue that will 20 be generated by the additional sales and use tax in the following 21 year as calculated under Subsection (d) [mss ses #ien] by the 22 current total value. 23 (b) Except as provided by Subsections (a) and (c) [R4E 44is 24 pin], in a year in which a taxing unit imposes an additional 25 sales and use tax the rollback tax rate for the unit is calculated 26 according to the following formula, regardless of whether the unit 27 levied a property tax in the preceding year: oil 6 amount spent for maintenance and operations from property tax and 7 additional sales and use tax revenues in the preceding year, and 8 "sales tax revenue rate" means a number expressed in dollars per 9 $100 of taxable value, calculated by dividing the revenue that will 10 be generated by the additional sales and use tax in the current year 11 as calculated under Subsection (d) [e;—E -;cae#4:en1 by the current 12 total value. 13 (c) In a year in which a taxing unit that has been imposing 14 an additional sales and use tax ceases to impose an additional sales 15 and use tax the effective tax rate and rollback tax rate for the 16 unit are calculated according to the following formulas: 17 EFFECTIVE TAX RATE _ [ (LAST YEAR'S LEVY - LOST PROPERTY 18 LEVY) / (CURRENT TOTAL VALUE - NEW PROPERTY VALUE)] + 19 SALES TAX LOSS RATE 20 and 21 ROLLBACK TAX RATE _ [(LAST YEAR'S MAINTENANCE AND 22 OPERATIONS EXPENSE x 1.04 [1.981) / ([TGTAU] CURRENT 23 TOTAL VALUE - NEW PROPERTY VALUE) ] + CURRENT DEBT RATE 24 where "sales tax loss rate" means a number expressed in dollars per 25 $100 of taxable value, calculated by dividing the amount of sales 26 and use tax revenue generated in the last four quarters for which 27 the information is available by the current total value and "last 3 S.B. No. 182 1 ROLLBACK TAX RATE _ [(LAST YEAR'S MAINTENANCE AND 2 OPERATIONS EXPENSE x 1.04 [1.981) / ([TGTAU] CURRENT 3 TOTAL VALUE - NEW PROPERTY VALUE)] + (CURRENT DEBT 4 RATE - SALES TAX REVENUE RATE) 5 where "last year's maintenance and operations expense" means the 6 amount spent for maintenance and operations from property tax and 7 additional sales and use tax revenues in the preceding year, and 8 "sales tax revenue rate" means a number expressed in dollars per 9 $100 of taxable value, calculated by dividing the revenue that will 10 be generated by the additional sales and use tax in the current year 11 as calculated under Subsection (d) [e;—E -;cae#4:en1 by the current 12 total value. 13 (c) In a year in which a taxing unit that has been imposing 14 an additional sales and use tax ceases to impose an additional sales 15 and use tax the effective tax rate and rollback tax rate for the 16 unit are calculated according to the following formulas: 17 EFFECTIVE TAX RATE _ [ (LAST YEAR'S LEVY - LOST PROPERTY 18 LEVY) / (CURRENT TOTAL VALUE - NEW PROPERTY VALUE)] + 19 SALES TAX LOSS RATE 20 and 21 ROLLBACK TAX RATE _ [(LAST YEAR'S MAINTENANCE AND 22 OPERATIONS EXPENSE x 1.04 [1.981) / ([TGTAU] CURRENT 23 TOTAL VALUE - NEW PROPERTY VALUE) ] + CURRENT DEBT RATE 24 where "sales tax loss rate" means a number expressed in dollars per 25 $100 of taxable value, calculated by dividing the amount of sales 26 and use tax revenue generated in the last four quarters for which 27 the information is available by the current total value and "last 3 S.B. No. 182 1 year's maintenance and operations expense" means the amount spent 2 for maintenance and operations from property tax and additional 3 sales and use tax revenues in the preceding year. 4 (c -1) Notwithstanding any other provision of this section, 5 the designated officer or employee may substitute "1.08" for "1.04" 6 in the calculation of the rollback tax rate if: 7 (1) any part of the taxing unit is located in an area 8 declared a disaster area by the governor or the president of the 9 United States during the current tax year. 10 SECTION 3. Section 26.08, Tax Code, is amended by amending 11 Subsections (a) , (b) , (d) , (d -1) and (d -2) to read as follows: 12 Sec. 26.08. ELECTION TO RATIFY [PC-;4QQa] TAXES. (a) If the 13 governing body of a taxing unit [ ^^ ^ ^' a; ^' ~ ^' ] adopts a tax rate 14 that exceeds the taxing unit's rollback tax rate, the 15 registered voters of the taxing unit [a'z] at an election held 16 for that purpose must determine whether to approve the adopted tax 17 rate. When increased expenditure of money by a taxing unit [ ^� 18 a;z] is necessary to respond to a disaster, including a 19 tornado, hurricane, flood, or other calamity, but not including a 20 drought, that has impacted a taxing unit [^^';^^' a; ^' ~ ^' ] and the 21 governor has requested federal disaster assistance for the area in 22 which the taxing unit [^^4R -R- 4- 484 *4P4] is located, an election is 23 not required under this section to approve the tax rate adopted by 24 the governing body for the year following the year in which the 25 disaster occurs. 26 (b) The governing body shall order that the election be held 27 in the taxing unit [Se4ee' a; ^' ~ ^' ] on a date not less than 30 or M S.B. No. 182 1 more than 90 days after the day on which it adopted the tax rate. 2 Section 41.001, Election Code, does not apply to the election 3 unless a date specified by that section falls within the time 4 permitted by this section. At the election, the ballots shall be 5 prepared to permit voting for or against the proposition: 6 "Approving the ad valorem tax rate of $ per $100 valuation in 7 (name of taxing unit ) for the current year, a rate 8 that is $ higher per $100 valuation than the school district 9 rollback tax rate." The ballot proposition must include the 10 adopted tax rate and the difference between that rate and the 11 rollback tax rate in the appropriate places. 12 (d) If the proposition is not approved as provided by 13 Subsection (c) , the governing body may not adopt a tax rate for the 14 taxing unit for the current year that exceeds the 15 taxing unit's rollback tax rate. 16 (d -1) If, after tax bills for the taxing unit [ ^_ 17 a;z] have been mailed, a proposition to approve the taxinq 18 unit's [ee';eel s rrs 's] adopted tax rate is not approved by the 19 voters of the taxing unit [a'z] at an election held under this 20 section, on subsequent adoption of a new tax rate by the governing 21 body of the taxing unit [a'z] , the assessor for the taxing unit 22 [sal] shall prepare and mail corrected tax bills. The assessor 23 shall include with each bill a brief explanation of the reason for 24 and effect of the corrected bill. The date on which the taxes 25 become delinquent for the year is extended by a number of days equal 26 to the number of days between the date the first tax bills were sent 27 and the date the corrected tax bills were sent. 5 S.B. No. 182 1 (d-2) If a property owner pays taxes calculated using the 2 originally adopted tax rate of the taxing unit C-4-484*4p,4] 3 and the proposition to approve the adopted tax rate is not approved 4 by voters, the taxing unit t-4-is;L=34etz] shall refund the 5 difference between the amount of taxes paid and the amount due under 6 the subsequently adopted rate if the difference between the amount 7 of taxes paid and the amount due under the subsequent rate is $1 or 8 more. If the difference between the amount of taxes paid and the 9 amount due under the subsequent rate is less than $1, the taxing 10 unit [Se4eel shall refund the difference on request of 11 the taxpayer. An application for a refund of less than $1 must be 12 made within 90 days after the date the refund becomes due or the 13 taxpayer forfeits the right to the refund. 14 SECTION 4. Section 49.236, Water Code, as added by Chapters 15 248 (H.B. 1541) and 335 (S.B. 392), Acts of the 78th Legislature, 16 Regular Session, 2003, is reenacted and amended to read as follows: 17 Sec. 49.236. NOTICE OF TAX HEARING. (a) Before the board 18 adopts an ad valorem tax rate for the district for debt service, 19 operation and maintenance purposes, or contract purposes, the board 20 shall give notice of each meeting of the board at which the adoption 21 of a tax rate will be considered. The notice must: 22 (1) contain a statement in substantially the following 23 form: 24 "NOTICE OF PUBLIC HEARING ON TAX RATE 25 "The (name of the district) will hold a public hearing on a 26 proposed tax rate for the tax year (year of tax levy) on (date and 27 time) at (meeting place). Your individual taxes may increase or 0 S.B. No. 182 1 decrease, depending on the change in the taxable value of your 2 property in relation to the change in taxable value of all other 3 property and the tax rate that is adopted. 4 "(Names of all board members and, if a vote was taken, an 5 indication of how each voted on the proposed tax rate and an 6 indication of any absences.) "; 7 (2) contain the following information: 8 (A) the district's total adopted tax rate for the 9 preceding year and the proposed tax rate, expressed as an amount per 10 $100; 11 (B) the difference, expressed as an amount per 12 $100 and as a percent increase or decrease, as applicable, in the 13 proposed tax rate compared to the adopted tax rate for the preceding 14 year; 15 (C) the average appraised value of a residence 16 homestead in the district in the preceding year and in the current 17 year; the district's total homestead exemption, other than an 18 exemption available only to disabled persons or persons 65 years of 19 age or older, applicable to that appraised value in each of those 20 years; and the average taxable value of a residence homestead in the 21 district in each of those years, disregarding any homestead 22 exemption available only to disabled persons or persons 65 years of 23 age or older; 24 (D) the amount of tax that would have been 25 imposed by the district in the preceding year on a residence 26 homestead appraised at the average appraised value of a residence 27 homestead in that year, disregarding any homestead exemption 7 S.B. No. 182 1 available only to disabled persons or persons 65 years of age or 2 older; 3 (E) the amount of tax that would be imposed by the 4 district in the current year on a residence homestead appraised at 5 the average appraised value of a residence homestead in that year, 6 disregarding any homestead exemption available only to disabled 7 persons or persons 65 years of age or older, if the proposed tax 8 rate is adopted; and 9 (F) the difference between the amounts of tax 10 calculated under Paragraphs (D) and (E), expressed in dollars and 11 cents and described as the annual percentage increase or decrease, 12 as applicable, in the tax to be imposed by the district on the 13 average residence homestead in the district in the current year if 14 the proposed tax rate is adopted; and 15 (3) contain a statement in substantially the following 16 form: 17 "NOTICE OF TAXPAYERS' RIGHT TO ROLLBACK ELECTION 18 "If taxes on the average residence homestead increase by more 19 than four [] percent, the qualified voters of the district by 20 petition may require that an election be held to determine whether 21 to reduce the operation and maintenance tax rate to the rollback tax 22 rate under Section 49.236(d) , Water Code." 23 (b) Notice of the hearing shall be: 24 (1) published at least once in a newspaper having 25 general circulation in the district at least seven days before the 26 date of the hearing; or 27 (2) mailed to each owner of taxable property in the S S.B. No. 182 1 district, at the address for notice shown on the most recently 2 certified tax roll of the district, at least 10 days before the date 3 of the hearing. 4 (c) The notice provided under this section may not be 5 smaller than one - quarter page of a standard -size or tabloid -size 6 newspaper of general circulation, and the headline on the notice 7 must be in 18 -point or larger type. 8 (d) If the governing body of a district adopts a combined 9 debt service, operation and maintenance, and contract tax rate that 10 would impose more than 1.04 [3QR] times the amount of tax imposed 11 by the district in the preceding year on a residence homestead 12 appraised at the average appraised value of a residence homestead 13 in the district in that year, disregarding any homestead exemption 14 available only to disabled persons or persons 65 years of age or 15 older, the qualified voters of the district by petition may require 16 that an election be held to determine whether [e;a ;;e#] to reduce the 17 tax rate adopted for the current year to the rollback tax rate in 18 accordance with the procedures provided by Sections 26.07(b) -(g) 19 and 26.081, Tax Code. For purposes of Sections 26.07(b) -(g) and 20 this subsection, the rollback tax rate is the current year's debt 21 service and contract tax rates plus the operation and maintenance 22 tax rate that would impose 1.04 [1.98] times the amount of the 23 operation and maintenance tax imposed by the district in the 24 preceding year on a residence homestead appraised at the average 25 appraised value of a residence homestead in the district in that 26 year, disregarding any homestead exemption available only to 27 disabled persons or persons 65 years of age or older. a S.B. No. 182 1 (e) Notwithstanding any other provision of this section, 2 the board may substitute "eight percent" for "four percent" in 3 Subsection (a) and "1.08" for "1.04" in Subsection (d) if: 4 (1) any part of the district is located in an area 5 declared a disaster area by the governor or the president of the 6 United States during the current tax year. 7 SECTION 5. Section 26.07, Tax Code is repealed. 8 SECTION 6. (a) The change in law made by this Act applies 9 to the ad valorem tax rate of a taxing unit beginning with the 2015 10 tax year, except as provided by Subsection (b) of this section. 11 (b) If the governing body of a taxing unit adopted an ad 12 valorem tax rate for the taxing unit for the 2015 tax year before 13 the effective date of this Act, the change in law made by this Act 14 applies to the ad valorem tax rate of that taxing unit beginning 15 with the 2016 tax year, and the law in effect when the tax rate was 16 adopted applies to the 2015 tax year with respect to that taxing 17 unit. 18 SECTION 7. This Act takes effect immediately if it receives 19 a vote of two- thirds of all the members elected to each house, as 20 provided by Section 39, Article III, Texas Constitution. If this 21 Act does not receive the vote necessary for immediate effect, this 22 Act takes effect on the 91st day after the last day of the 23 legislative session. 10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 By: Elkins A BILL TO BE ENTITLED AN ACT H.B. No. 365 relating to the calculation of the ad valorem rollback tax rates of certain taxing units. BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: SECTION 1. Section 26.04, Tax Code, is amended by amending Subsection (c) and adding Subsections (c -1) and (c -2) to read as follows: (c) An officer or employee designated by the governing body shall calculate the effective tax rate and the rollback tax rate for the unit, where: (1) "Effective tax rate" means a rate expressed in dollars per $100 of taxable value calculated according to the following formula: EFFECTIVE TAX RATE _ (LAST YEAR'S LEVY - LOST PROPERTY LEVY) / (CURRENT TOTAL VALUE - NEW PROPERTY VALUE) ; and (2) "Rollback tax rate" means a rate expressed in dollars per $100 of taxable value calculated according to the following formula: ROLLBACK TAX RATE _ (EFFECTIVE MAINTENANCE AND OPERATIONS RATE x 1.04 [3.08] ) + CURRENT DEBT RATE (c -1) Notwithstanding any other provision of this section, the designated officer or employee may substitute "1.08" for "1.04" in the calculation of the rollback tax rate if: 1 H.B. No. 365 1 (1) any part of the taxing unit is located in an area 2 declared a disaster area by the governor or the president of the 3 United States during the current tax year. 4 SECTION 2. Section 26.041, Tax Code, is amended by amending 5 Subsections (a), (b), and (c) and adding Subsections (c-1) and 6 (c-2) to read as follows: 7 (a) In the first year in which an additional sales and use 8 tax is required to be collected, the effective tax rate and rollback 9 tax rate for the unit are calculated according to the following 10 formulas: 11 EFFECTIVE TAX RATE (LAST YEAR'S LEVY - LOST PROPERTY 12 LEVY) / (CURRENT TOTAL VALUE - NEW PROPERTY VALUE)] - 13 SALES TAX GAIN RATE 14 and 15 ROLLBACK TAX RATE (EFFECTIVE MAINTENANCE AND 16 OPERATIONS RATE x 1.04 [�R]) + CURRENT DEBT RATE - 17 SALES TAX GAIN RATE 18 where "sales tax gain rate" means a number expressed in dollars per 19 $100 of taxable value, calculated by dividing the revenue that will 20 be generated by the additional sales and use tax in the following 21 year as calculated under Subsection (d) [R-4-E 44-i-s -Ree-t4men] by the 22 current total value. 23 (b) Except as provided by Subsections (a) and (c) [R4E 44is 24 in a year in which a taxing unit imposes an additional 25 sales and use tax the rollback tax rate for the unit is calculated 26 according to the following formula, regardless of whether the unit 27 levied a property tax in the preceding year: 2 H.B. No. 365 1 ROLLBACK TAX RATE _ [(LAST YEAR'S MAINTENANCE AND 2 OPERATIONS EXPENSE x 1.04 [1.981) / ([TOTAL] CURRENT 3 TOTAL VALUE - NEW PROPERTY VALUE)] + (CURRENT DEBT 4 RATE - SALES TAX REVENUE RATE) 5 where "last year's maintenance and operations expense" means the 6 amount spent for maintenance and operations from property tax and 7 additional sales and use tax revenues in the preceding year, and 8 "sales tax revenue rate" means a number expressed in dollars per 9 $100 of taxable value, calculated by dividing the revenue that will 10 be generated by the additional sales and use tax in the current year 11 as calculated under Subsection (d) [e;—E -;cae#4:en1 by the current 12 total value. 13 (c) In a year in which a taxing unit that has been imposing 14 an additional sales and use tax ceases to impose an additional sales 15 and use tax the effective tax rate and rollback tax rate for the 16 unit are calculated according to the following formulas: 17 EFFECTIVE TAX RATE _ [ (LAST YEAR'S LEVY - LOST PROPERTY 18 LEVY) / (CURRENT TOTAL VALUE - NEW PROPERTY VALUE)] + 19 SALES TAX LOSS RATE 20 and 21 ROLLBACK TAX RATE _ [(LAST YEAR'S MAINTENANCE AND 22 OPERATIONS EXPENSE x 1.04 [1.981) / ([TGTAU] CURRENT 23 TOTAL VALUE - NEW PROPERTY VALUE) ] + CURRENT DEBT RATE 24 where "sales tax loss rate" means a number expressed in dollars per 25 $100 of taxable value, calculated by dividing the amount of sales 26 and use tax revenue generated in the last four quarters for which 27 the information is available by the current total value and "last 3 H.B. No. 365 1 year's maintenance and operations expense" means the amount spent 2 for maintenance and operations from property tax and additional 3 sales and use tax revenues in the preceding year. 4 (c -1) Notwithstanding any other provision of this section, 5 the designated officer or employee may substitute "1.08" for "1.04" 6 in the calculation of the rollback tax rate if: 7 (1) any part of the taxing unit is located in an area 8 declared a disaster area by the governor or the president of the 9 United States during the current tax year. 10 SECTION 3. Section 26.08, Tax Code, is amended by amending 11 Subsections (a) , (b) , (d) , (d -1) and (d -2) to read as follows: 12 Sec. 26.08. ELECTION TO RATIFY [°tea] TAXES. (a) If the 13 governing body of a taxing unit [ ^^ ^ ^' a; ^' ~ ^' ] adopts a tax rate 14 that exceeds the taxing unit's rollback tax rate, the 15 registered voters of the taxing unit [a'z] at an election held 16 for that purpose must determine whether to approve the adopted tax 17 rate. When increased expenditure of money by a taxing unit [ ^� 18 a;z] is necessary to respond to a disaster, including a 19 tornado, hurricane, flood, or other calamity, but not including a 20 drought, that has impacted a taxing unit [^^';^^' a; ^' ~ ^' ] and the 21 governor has requested federal disaster assistance for the area in 22 which the taxing unit [^^4R -R- 4- 484 *4P4] is located, an election is 23 not required under this section to approve the tax rate adopted by 24 the governing body for the year following the year in which the 25 disaster occurs. 26 (b) The governing body shall order that the election be held 27 in the taxing unit [Se4ee' a; ^' ~ ^' ] on a date not less than 30 or 0 H.B. No. 365 1 more than 90 days after the day on which it adopted the tax rate. 2 Section 41.001, Election Code, does not apply to the election 3 unless a date specified by that section falls within the time 4 permitted by this section. At the election, the ballots shall be 5 prepared to permit voting for or against the proposition: 6 "Approving the ad valorem tax rate of $ per $100 valuation in 7 (name of taxing unit ) for the current year, a rate 8 that is $ higher per $100 valuation than the school district 9 rollback tax rate." The ballot proposition must include the 10 adopted tax rate and the difference between that rate and the 11 rollback tax rate in the appropriate places. 12 (d) If the proposition is not approved as provided by 13 Subsection (c) , the governing body may not adopt a tax rate for the 14 taxing unit for the current year that exceeds the 15 taxing unit's rollback tax rate. 16 (d -1) If, after tax bills for the taxing unit [ ^_ 17 a;z] have been mailed, a proposition to approve the taxing 18 unit's [ee';eel s rrs 's] adopted tax rate is not approved by the 19 voters of the taxing unit [a'z] at an election held under this 20 section, on subsequent adoption of a new tax rate by the governing 21 body of the taxing unit [ai�T] , the assessor for the taxing unit 22 [sal] shall prepare and mail corrected tax bills. The assessor 23 shall include with each bill a brief explanation of the reason for 24 and effect of the corrected bill. The date on which the taxes 25 become delinquent for the year is extended by a number of days equal 26 to the number of days between the date the first tax bills were sent 27 and the date the corrected tax bills were sent. 9 H.B. No. 365 1 (d-2) If a property owner pays taxes calculated using the 2 originally adopted tax rate of the taxing unit 3 and the proposition to approve the adopted tax rate is not approved 4 by voters, the taxing unit t-4-is;L=34etz] shall refund the 5 difference between the amount of taxes paid and the amount due under 6 the subsequently adopted rate if the difference between the amount 7 of taxes paid and the amount due under the subsequent rate is $1 or 8 more. If the difference between the amount of taxes paid and the 9 amount due under the subsequent rate is less than $1, the taxing 10 unit [Se�;eel shall refund the difference on request of 11 the taxpayer. An application for a refund of less than $1 must be 12 made within 90 days after the date the refund becomes due or the 13 taxpayer forfeits the right to the refund. 14 SECTION 4. Section 49.236, Water Code, as added by Chapters 15 248 (H.B. 1541) and 335 (S.B. 392), Acts of the 78th Legislature, 16 Regular Session, 2003, is reenacted and amended to read as follows: 17 Sec. 49.236. NOTICE OF TAX HEARING. (a) Before the board 18 adopts an ad valorem tax rate for the district for debt service, 19 operation and maintenance purposes, or contract purposes, the board 20 shall give notice of each meeting of the board at which the adoption 21 of a tax rate will be considered. The notice must: 22 (1) contain a statement in substantially the following 23 form: 24 "NOTICE OF PUBLIC HEARING ON TAX RATE 25 "The (name of the district) will hold a public hearing on a 26 proposed tax rate for the tax year (year of tax levy) on (date and 27 time) at (meeting place). Your individual taxes may increase or I H.B. No. 365 1 decrease, depending on the change in the taxable value of your 2 property in relation to the change in taxable value of all other 3 property and the tax rate that is adopted. 4 "(Names of all board members and, if a vote was taken, an 5 indication of how each voted on the proposed tax rate and an 6 indication of any absences.) "; 7 (2) contain the following information: 8 (A) the district's total adopted tax rate for the 9 preceding year and the proposed tax rate, expressed as an amount per 10 $100; 11 (B) the difference, expressed as an amount per 12 $100 and as a percent increase or decrease, as applicable, in the 13 proposed tax rate compared to the adopted tax rate for the preceding 14 year; 15 (C) the average appraised value of a residence 16 homestead in the district in the preceding year and in the current 17 year; the district's total homestead exemption, other than an 18 exemption available only to disabled persons or persons 65 years of 19 age or older, applicable to that appraised value in each of those 20 years; and the average taxable value of a residence homestead in the 21 district in each of those years, disregarding any homestead 22 exemption available only to disabled persons or persons 65 years of 23 age or older; 24 (D) the amount of tax that would have been 25 imposed by the district in the preceding year on a residence 26 homestead appraised at the average appraised value of a residence 27 homestead in that year, disregarding any homestead exemption 7 H.B. No. 365 1 available only to disabled persons or persons 65 years of age or 2 older; 3 (E) the amount of tax that would be imposed by the 4 district in the current year on a residence homestead appraised at 5 the average appraised value of a residence homestead in that year, 6 disregarding any homestead exemption available only to disabled 7 persons or persons 65 years of age or older, if the proposed tax 8 rate is adopted; and 9 (F) the difference between the amounts of tax 10 calculated under Paragraphs (D) and (E), expressed in dollars and 11 cents and described as the annual percentage increase or decrease, 12 as applicable, in the tax to be imposed by the district on the 13 average residence homestead in the district in the current year if 14 the proposed tax rate is adopted; and 15 (3) contain a statement in substantially the following 16 form: 17 "NOTICE OF TAXPAYERS' RIGHT TO ROLLBACK ELECTION 18 If taxes on the average residence homestead increase by more 19 than four [e4:9144] percent, the qualified voters of the district by 20 petition may require that an election be held to determine whether 21 to reduce the operation and maintenance tax rate to the rollback tax 22 rate under Section 49.236(d) , Water Code." 23 (b) Notice of the hearing shall be: 24 (1) published at least once in a newspaper having 25 general circulation in the district at least seven days before the 26 date of the hearing; or 27 (2) mailed to each owner of taxable property in the 113 H.B. No. 365 1 district, at the address for notice shown on the most recently 2 certified tax roll of the district, at least 10 days before the date 3 of the hearing. 4 (c) The notice provided under this section may not be 5 smaller than one - quarter page of a standard -size or tabloid -size 6 newspaper of general circulation, and the headline on the notice 7 must be in 18 -point or larger type. 8 (d) If the governing body of a district adopts a combined 9 debt service, operation and maintenance, and contract tax rate that 10 would impose more than 1.04 [3QR] times the amount of tax imposed 11 by the district in the preceding year on a residence homestead 12 appraised at the average appraised value of a residence homestead 13 in the district in that year, disregarding any homestead exemption 14 available only to disabled persons or persons 65 years of age or 15 older, the qualified voters of the district by petition may require 16 that an election be held to determine whether [e;a ;;e#] to reduce the 17 tax rate adopted for the current year to the rollback tax rate in 18 accordance with the procedures provided by Sections 26.07(b) -(g) 19 and 26.081, Tax Code. For purposes of Sections 26.07(b) -(g) and 20 this subsection, the rollback tax rate is the current year's debt 21 service and contract tax rates plus the operation and maintenance 22 tax rate that would impose 1.04 [1.98] times the amount of the 23 operation and maintenance tax imposed by the district in the 24 preceding year on a residence homestead appraised at the average 25 appraised value of a residence homestead in the district in that 26 year, disregarding any homestead exemption available only to 27 disabled persons or persons 65 years of age or older. I H.B. No. 365 1 (e) Notwithstanding any other provision of this section, 2 the board may substitute "eight percent" for "four percent" in 3 Subsection (a) and "1.08" for "1.04" in Subsection (d) if: 4 (1) any part of the district is located in an area 5 declared a disaster area by the governor or the president of the 6 United States during the current tax year. 7 SECTION 5. Section 26.07, Tax Code is repealed. 8 SECTION 6. (a) The change in law made by this Act applies 9 to the ad valorem tax rate of a taxing unit beginning with the 2015 10 tax year, except as provided by Subsection (b) of this section. 11 (b) If the governing body of a taxing unit adopted an ad 12 valorem tax rate for the taxing unit for the 2015 tax year before 13 the effective date of this Act, the change in law made by this Act 14 applies to the ad valorem tax rate of that taxing unit beginning 15 with the 2016 tax year, and the law in effect when the tax rate was 16 adopted applies to the 2015 tax year with respect to that taxing 17 unit. 18 SECTION 7. This Act takes effect immediately if it receives 19 a vote of two- thirds of all the members elected to each house, as 20 provided by Section 39, Article III, Texas Constitution. If this 21 Act does not receive the vote necessary for immediate effect, this 22 Act takes effect on the 91st day after the last day of the 23 legislative session. 10 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: A14- 0002a, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for acceptance of eligible non - annexation agreement for agricultural, wildlife management, or timberland use properties within an area of land adjacent to and abutting the existing city limits of the City of Denton, Texas generally identified as Ryan Road of approximately 85 approximately 85.6 Acres of land generally located on the north and south sides of Ryan Road. Tract 1 is approximately 175 ft east of Andrew Street and adjacent to Ryan Road on the south side and measures approximately 80.9 Acres. Tract 2 is approximately 1,093 ft east of Andrew Street and adjacent to Ryan Road on the north side and measures approximately 4.7 Acres; providing for severability and an effective date. BACKGROUND In 2014, per City Council's direction, staff initiated an involuntary annexation of the Ryan Road Annexation Area, which consists of approximately 85.6 acres in Tract 1 and 2. The subject tracts are generally located on the north and south sides of Ryan Road. The property owner was proposing to develop both tracts as single - family residential and elderly housing. The Denton Plan calls for proactive annexation of land in the southern ETJ and other urbanizing areas that become attractive for urban development, due to the close proximity to areas being developed or subdivided. The subject tracts are located in Denton's ETJ Division 1, surrounded by the city limits on all four sides, and is considered an urbanizing area per The Denton Plan, Pursuant to the Texas Local Government Code Subchapter B Section 43.035, properties with agricultural, wildlife management or timberland, the property owner was offered a Non - Annexation Agreement. The Planning Division received a notarized and signed agreement on February 13, 2015. The subject properties are not a part of the initial 2010 NAAs. However, the Ryan Road Annexation Area Non - Annexation Agreement has the same one year cessation date as described in the 2010 NAAs. Therefore, the agreement will expire in March of 2016, at which point, the city may initiate voluntary annexation proceedings. OPTIONS City of Denton Page 1 of 2 Printed on 2/27/2015 File M A14- 0002a, Version: 1 1. Accept the Non - Annexation Agreement as prepared. 2. Decline Non - Annexation Agreement and initiate the involuntary annexation process. 3. Table this item. EXHIBITS 1. Ryan Road Annexation Area Service Plan 2. Ordinance Respectfully submitted: Brian Lockley, AICP, CPM Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 2/27/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2014 Annexation A14 -0002 L AREA ANNEXED The area to be annexed includes approximately 85.6 acres of land contained within the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1. The proposed annexation contains one owner and no residents. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: L Fire suppression and rescue; 1 2. Pre - hospital medical services including triage, treatment and transport by Advanced Life Support (ALS) fire engines, trucks and ambulances; 3. Hazardous materials response and mitigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and required inspections. Fire protection from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other similarly situated areas within the city limits. C. Emmency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation areas. These services include: 1. Emergency medical dispatch and pre - arrival First Aid instructions; 2. Pre - hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergency Medical Services (EMS) from the City of Denton shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficient EMS, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. 2 D. Solid Waste Solid Waste and Recycling Collection Services will be provided to the newly annexed property immediately upon the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affected area immediately prior to annexation and currently providing customers with service, may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. E. Wastewater Facilities The proposed annexation area is within the City of Denton Sewer Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mains will be extended in accordance with the provisions of the City's codes, ordinances and regulations. City participation in the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with the characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easement, rights -of- way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities The proposed annexation area is within the City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existing City ordinances and policies. Upon connection to existing distribution mains, water service will be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be extended in accordance with Denton's Codes, ordinances and utility service policies. City participation in the costs of these extensions shall be in accordance with Denton's codes and ordinances. Water service capacity shall be provided 3 consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area that are within the service area of another water utility will be the responsibility of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systems until a request for water service is made to the City. These requests for service will be handled in accordance with the applicable utility service line extension and connection policies currently in place at the time the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided within the annexation areas on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the annexation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures defined by the ordinance and /or as established by the City Council. Any construction or reconstruction will be considered within the annexation areas on a City wide basis and within the context of the City's CIP and /or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then informational signs and in conformance with fiscal allotments by the City Council. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road /street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Playgrounds, Swimming Pools Residents within the areas annexed may utilize all existing park and recreation facilities, on the effective date of this ordinance. Fees for such usage shall be in accordance with current fees established by ordinance. As development commences in these areas, additional park and recreation facilities shall be constructed based on park policies defined in the Park Master Plan and as specified in the Park Dedication and Development Ordinance. The general planned locations and classifications of parks will ultimately serve residents from the current City limits and residents from areas being considered for annexation. 11 I. Publicly Owned Facilities Any publicly owned facility, building, or service located within the annexed area, and not otherwise owned or maintained by another governmental entity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and infrastructure maintenance that is comparable to the level of services, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with topography, land use, and population density similar to those reasonably contemplated or projected in the area. III. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing in this plan shall require the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a sufficient basis for providing different levels of service. IV. TERM This service plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. V. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. 5 sAlegal\our documents \ordinances\] 5 \ryan road accepting naa ordinance.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE PROVIDING FOR ACCEPTANCE OF ELIGIBLE NON - ANNEXATION AGREEMENT FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE PROPERTIES WITHIN AN AREA OF LAND ADJACENT TO AND ABUTTING THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS RYAN ROAD ANNEXATION AREA OF APPROXIMATELY 85.6 ACRES GENERALLY LOCATED ON THE NORTH AND SOUTH SIDES OF RYAN ROAD, TRACT 1 BEING APPROXIMATELY 175 FEET EAST OF ANDREW STREET AND ADJACENT TO RYAN ROAD ON THE SOUTH SIDE AND MEASURES APPROXIMATELY 80.9 ACRES. TRACT 2 IS APPROXIMATELY 1,093 FEET EAST OF ANDREW STREET AND ADJACENT TO RYAN ROAD ON THE NORTH SIDE AND MEASURES APPROXIMATELY 4.7 ACRES SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan, and the City desires to pursue annexation of the Ryan Road Annexation Area, as hereinafter described; and WHEREAS, Section 43.035, Subchapter B, Local Government Code requires the City to make offers of non - annexation development agreements to the owners of all properties which have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland within the area to be annexed; and WHEREAS, under a non - annexation agreement between an eligible property owner and the City, the land subject to the agreement retains its extraterritorial status and the owners of such land must abide by the City's development regulations as if such land were within the City limits, as provided further in such agreement; and WHEREAS, the City has offered said non - annexation agreements for a one year term in light of the rapid growth of the Denton area, the need to assure orderly growth, and the inadequate land area currently within the Denton city limits; and WHEREAS, the owners of some eligible properties have executed such non- annexation agreements; the owners of other properties executed such non - annexation agreements but there were defects in the legal description of such properties, or otherwise ineligible; and yet other owners to whom notices were sent did not execute the agreements within the allotted period of time, thereby declining the City's offer; and WHEREAS, the City and the owners of eligible properties with insufficient legal descriptions have corrected defects therein; and WHEREAS, the Denton City Council deems it to be in the best interests of the citizens of the City of Denton to enter into such non - annexation agreements with eligible property owners who timely submitted non - annexation agreements and have now corrected any legal defects therein; NOW, THEREFORE, sAlegal \our documents \ordinances \15\ryan road accepting naa ordinance.doc 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as Ryan Road Annexation Area, is described in Exhibit "A ", attached hereto and incorporated herein, and depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" and "B" shall control). SECTION 3. Certain non - annexation agreement relating to eligible properties within that parcel identified as Ryan Road Annexation Area, as described and depicted in Exhibits A and B, which have been properly executed by the owners of those properties and which have legally sufficient property descriptions, are hereby approved by the City of Denton and are attached hereto and incorporated herein by reference as Exhibit "C ". SECTION 4. The City Manager is authorized and directed to sign the non - annexation agreement contained within Exhibit "C" for and on behalf of the City of Denton as a ministerial act, but with an effective date of this Council's action on same. The City Manager shall further arrange forthwith for the recordation of non - annexation agreement in the real property records of Denton County, Texas. SECTION 5. In the event the City Council does not annex that parcel identified as Ryan Road Annexation Area, the City Manager is authorized to rescind the City's action accepting said non - annexation agreements within six months of the effective date of this Ordinance should any property owners subject to the agreements so desire. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. This Ordinance shall take effect immediately on its passage. AND IT IS SO ORDERED. Passed by the City Council reading this day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY ., Page 2 CHRIS WATTS, MAYOR sAlegal\our documents \ordinances \15 \ryas road accepting naa ordinance.doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 3 Exhibit A RYAN ROAD 80.9 ACRE TRACT 1 All that certain lot, tract or parcel of land lying and being situated in the County of Denton, State of Texas, and presently being embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 2001 -090, Ordinance 1977 -005, Ordinance 1999 -089 and Ordinance 1999 -176; and being situated in the T. Labor Survey, Abstract Number 779 and the N. Britton Survey, Abstract Number 51 and being all of the 65.504 acre tract of land and all of 15.435 acres of land as described in the deed as recorded in Volume 2522 Page 898, Deed Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a northwest corner of the existing Denton city limits as established by Ordinance No. 1975 -005 and being a corner of the existing Denton city limits as established by Ordinance No. 2001 -090; THENCE South, along a west line of said existing Denton city limits established by Ordinance No. 1977 -005 and along a east line of said existing Denton city limits established by Ordinance No. 2001 -090 to a distance of 30 feet to the point of beginning of the herein described tract; THENCE South, along the existing Denton city limits established by Ordinance No. 1977 -005, a distance of 1,306.6 feet to a point for a corner; THENCE South 89 degrees 01 minutes West, along the existing Denton city limits established by Ordinance No. 1977 -005, a distance of 605.5 feet to a point for a corner; THENCE South 01 degrees 50' minutes East, along the existing Denton city limits established by Ordinance No. 1977 -005, a distance of 674.62 feet to a point for a corner and being a northerly northeast corner of existing Denton city limits established by Ordinance No. 1999 -089 and being the northeast corner of Lot 39, Block J, of Ryan Ranch Estate Phase I, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof, recorded in Cabinet S, Page 122, of the Plat Records of Denton County, Texas; THENCE South 88 degrees 35 minutes 22 seconds West, along the existing Denton city limits established by Ordinance No. 1999 -089, at a distance of 144.51 feet passing the northwest corner of said Lot 39 and being the northeast corner of Ryan Ranch Estates Phase II, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof, recorded in Cabinet T, Page 333, of the Plat Records of Denton County, Texas, and along the north line of said Ryan Ranch Phase Il, a total distance of 1339.57 feet to a point for a corner and being the northwest corner of said Ryan Ranch Estate Phase II addition and being a corner of the existing Denton city limits established by Ordinance No. 1999 -089; THENCE South 00 degrees 35 minutes 59 seconds East, along the existing Denton city limits established by Ordinance No. 1999 -089 and along the west line of said Ryan Ranch Estates Phase II addition, a distance of 665.43 feet to a point for a corner and being the southeast corner of the 0.08 acre tract of land as described in the deed to the City of Denton from Melbagene Ryan as recorded by County Clerk file number 2003 - 196087, Real Property Records, Denton County, Texas; Page 1 of 2 September 30, 2014 THENCE North 88 degrees 17 minutes 03 seconds West, along the south line of said 0.08 acre tract a distance of 80.20 feet to a point for a corner and being the southwest corner of said 0.08 acre tract and being the southeast corner of the existing Denton city limits established by Ordinance 1999 -176; THENCE North, along the east line of the existing Denton city limits established by Ordinance 1999 -176 and along the east line of Thistle Hill Estate Phase II, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof, recorded in Cabinet X, Page 147, of the Plat Records of Denton County, Texas, passing at a distance of 1,564.80 the northeast corner of said Thistle Hill Estate Phase II addition and also being the southeast corner of Thistle Hill Estate Phase I, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof, recorded in Cabinet R, Page 122, of the Plat Records of Denton County, Texas a total distance of 2,612.80 to a point for a corner and being on a south line of the existing Denton city limits established by Ordinance 2001 -090 and being the northeast corner of said existing Denton city limits established by Ordinance 1999 -176 and being located on the south line of Ryan Road; THENCE the following six calls being along the south line of said Denton city limits established by Ordinance 2001 -090 and being along the south line of Ryan Road: 1. South 88 degrees 53 minutes 19 seconds East, a distance of 90.00 feet to a point for a 2. corner; South 89 degrees 19 minutes 23 seconds East, a distance of 174.90 feet to a point for 3. a corner; South 87 degrees 50 minutes 17 seconds East, a distance of 311.78 feet to a point for 4. a corner; North 89 degrees 09 minutes 56 seconds East, a distance of 155.43 feet to a point for 5. a corner; North 87 degrees 44 minutes 07 seconds East, a distance of 100.92 feet to a point for 6. a corner; North 88 degrees 21 minutes 07 seconds East, a distance of 645.84 feet to a point for a corner; THENCE East, along the south line of said Denton city limits as established by Ordinance 2001- 090 and along the south line of said Ryan Road, a total distance 580.07 feet more or less to the POINT OF BEGINNING and containing 80.9 acres of land. Page 2 of 2 September 30, 2014 RYAN ROAD 4.7 ACRE TRACT 2 All that certain lot, tract or parcel of land lying and being situated in the County of Denton, State of Texas, and presently being embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 2001 -090 and Ordinance 1973- 017; and being situated in the T. Peacock Survey, Abstract Number 1589 and the C. Poullalier Survey, Abstract Number 1006 and being part of the 5.518 acre tract of land as described in the deed to Jean Ann Baker and James Samuel Tull from Melbagene Tull Ryan as recorded by County Clerk file number 2011 - 119346, Real Property Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a point in the centerline of Ryan Road and being the southwest corner of said C. Poullalier Survey and the southeast corner of said T. Peacock Survey and being a corner of the existing Denton city limits as established by Ordinance No. 2001 -090 and being a corner of the existing Denton city limits as established by Ordinance No. 1973 -017; THENCE North along the existing Denton city limits established by Ordinance No. 2001 -090 and Ordinance No. 1973-017, a distance of 30 feet to a point for a corner and a corner of said Denton city limits established by Ordinance 2001 -090 and being the point of beginning of the herein described tract; THENCE West along the north line of said Ryan Road and a north line of said Denton city limits established by Ordinance 2001 -090, a distance of 805.47 to a point for corner on the west line of said 5.518 acre tract also being a corner of said Denton city limits established by Ordinance 2001 -090; THENCE North along a west line of said existing Denton city limits established by Ordinance 2001 -090 and along the west line of said 5.518 acre tract a distance of 239.41 feet to a point for a corner being the southwest corner of Lot 1, Block E of the Montecito Del Sur, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof, recorded in Volume 9, Page 34, of the Plat Records of Denton County Texas and being the northwest corner of said 5.518 acre tract, also being a corner of said Denton city limits established by Ordinance No. 1973-017; THENCE North 88 degrees 14 minutes 27 seconds east, along a south line of said Montecito Del Sur Addition and along a south line of said Denton city limits established by Ordinance No. 1973 -017 and along the north line of said 5.518 acre tract a distance of 832.73 feet to a point for a corner and being a corner of said existing Denton city limits as established by Ordinance 1973- 017 and being the northeast corner of said 5.518 acre tract; THENCE South 00 degrees 33 minutes 12 seconds east, along the east line of said 5.518 acre tract and along a east line of said Montecito Del Sur Addition and along said Denton city limits as established by Ordinance 1973 -017 a total distance 252 feet more or less to the POINT OF BEGINNING and containing 4.7 acres of land. Page 1 of 1 September 30, 2014 I R112-Ar" MAI Exhibit Exhibit B LOCATION MAP 4.7 acre & 80.9 acre Annexation tracts 590 295 0 590 1,180 1,770 Feet pplvq_�tllf- PRIVATE Exhibit "C" sAp1annin&rojects\2014 cases\a14 -0002 ryan roadUmal documents\non- annexation agreement ryan road a14 -0002 final.doc CHAPTER 212 TEXAS LOCAL GOVERNMENT CODE NON - ANNEXATION AGREEMENT This Agreement is entered into pursuant to Section 212.172 Tex. Local Gov't Code by and between the City of Denton, Texas (the "City ") and Jean Ann Baker and Ryan Capital Partners, Ltd ( "Owners "), the property owners of the hereinafter described property (the "Property ") in Denton County, Texas, sometimes individually or collectively referred to as "Party" or "Parties ": That property described in Exhibit A and B; and graphically depicted in Exhibit C located on the north and south sides of Ryan Road. Tract 1 is approximately 175 ft east of Andrew Street and adjacent to Ryan Road on the south side and measures approximately 80.9 acres. Tract 2 is approximately 1,093 ft east of Andrew Street and adjacent to Ryan Road on the north side and measures approximately 4.7 acres. WHEREAS, the City has given notice of its intent to institute annexation proceedings for the Property in accordance with Tex. Loc. Gov't Code ch. 43; and WHEREAS, Owners desire that the Property remain in the City's extraterritorial jurisdiction ( "ETJ ") for the term of this Agreement; WHEREAS, Owners and the City acknowledge that this Agreement between them is binding upon the City and the Owners and their respective successors and assigns for the term of the Agreement; WHEREAS, the Denton County Appraisal District records show that the Property currently is appraised for ad valorem tax purposes as land for agricultural or wildlife management use, or timber land pursuant to Tex. Tax Code chapter 23.C, D, or E; and WHEREAS, OWNERS represent that it is their intention not to develop the Property during the term of this Agreement; and WHEREAS, Tex. Loc. Gov't Code section 43.035 authorizes a property owner and a municipality to enter into an agreement pursuant to Tex. Loc. Gov't Code section 212.172 for purposes of retaining land in the municipality's ETJ in exchange for the property owner's covenant not to develop the property and to authorize the municipality to apply development regulations not inconsistent with agricultural use; and WHEREAS, the Parties are desirous of entering into an agreement authorized under Tex. Loc. Gov't Code section 43.035; and WHEREAS, this Agreement is to be recorded in the Real Property Records of Denton County, Texas; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows: sAplanning \projects\2014 cases \al4.0002 ryan road\final documents\non- annexation agreement ryan road a14 -0002 final.doc Section 1. Continuation of ETJ Status. The City guarantees the continuation of the extraterritorial status of the Property and agrees not to annex the Property for the term of this Agreement, as hereinafter defined, and any subsequent renewals as may be agreed upon by the Parties, subject, however, to the provisions of this Agreement. Section 2. Development Plan. The Owners covenant and agree that use of the Property for the term of this Agreement and any extensions agreed to by the Parties shall be limited to farm - related and ranch - related uses and customary accessory uses, and single - family detached farm or ranch dwellings, provided that no single - family dwelling may be located or constructed on a lot smaller than five (5) acres unless the lot was created prior to the date of this Agreement. The property owner may apply to the City for division of the land subject to this Agreement into parcels, each of which is at least five (5) acres in size, for the purposes set forth in this section without being in violation of this Agreement. Such uses and activities constitute the development plan for the Property in satisfaction of Tex. Loc. Gov't Code section 212.172(b). Section 3. Governing, Regulations. The following City regulations shall apply to any development of the Property, as may hereafter be amended from time to time during the term of this Agreement, provided that the application of such regulations does not result in interference with the use of the land for agricultural, wildlife management or forestry purposes and does not prevent the continuation of a use established prior to the effective date of this Agreement and which remains lawful at the time the Agreement is executed: (1) Zoning standards contained in the Denton Development Code ( "DDC "), as amended pursuant to The Denton Plan, 1999 -2020, as amended, including but not limited to the (RD -5) Zoning District regulations, and standards incorporated therein; (2) The subdivision and development regulations contained within the Denton Development Code, as amended, together with applicable Design Criteria Manuals (including construction, drainage, site design, solid waste, transportation, tree protection standards, and water /wastewater), Denton Mobility Plan and other approved Master PIans of the City of Denton, Texas, and the North Central Texas Council of Governments Standard Specifications for Public Works Construction, North Central Texas, October 2004 edition (NCTCOG Manual); (3) Denton building codes, as contained within Denton Code Chapters 17, 28 and 29, and DDC Subchapter 24, adopting: a. International Building Code, 2009 Edition with local amendments; b. International Residential Code, 2009 Edition with Appendix G and local amendments; C. The International Fire Code, 2009 Edition with local amendments; d. International Plumbing Code, 2009 Edition with local amendments; e. International Fuel Gas Code, 2009 Edition with local amendments; f. International Mechanical Code, 2009 Edition with local amendments g. Code of Ordinances Chapter 17, Denton Property Maintenance Code, as amended; 2 sAp1anning \projects\2014 cases\04 -0002 ryan road\final documents\non- annexation agreement ryan road a14 -0002 5nal.doc h. International Energy Conservation Code, 2012 Edition with regional amendments; i. National Electric Code, 2011 Edition with local amendments; j. National Electric Safety Code, 2012 Edition, with regional amendments; k. Minimum housing and building standards, Denton Code § §28 -383 — 437 and § §17 -141 —210, as amended and as applicable; and 1. Irrigation Standards, Denton Code § §28 -441 —457; (4) Sign regulations, as contained within Subchapter 15 of the DDC, as amended; (5) Applicable water and wastewater connection, construction and on -site operation requirements, contained within Chapter 26 of the Denton Code of Ordinances, as amended, and Subchapters 16 and 21 of the DDC, as amended, the Denton Water and Wastewater Criteria Manual, as amended, and as supplemented by the Texas Water Code, as amended, Texas Natural Resources Code, as amended, Texas Utilities Code, as amended, and applicable administrative standards of the Texas Commission on Environmental Quality, as amended; (6) Applicable Flood Protection, Drainage and related standards, as contained within Chapter 30 of the Denton Code, as amended, subchapters 17 through 19 of the DDC, as amended, the Denton Drainage Criteria Manual, as amended, and as supplemented by requirements of the Texas Water Code, as amended, Texas Natural Resources Code, as amended, applicable administrative standards of the Texas Commission on Environmental Quality, as amended, and applicable administrative standards of the Federal Emergency Management Administration, as amended; and (7) Gas Well platting, drilling and production standards, as contained in §35.16.19 and subchapter 22 of the Denton Development Code, as amended and as applicable, and as supplemented by requirements of the Texas Utilities Code, the Texas Natural Resources Code, the Texas Water Code, and applicable administrative standards of the Texas Railroad Commission and Texas Commission on Environmental Quality, as amended. Section 4. Development Plan to Remain in Effect. Following termination of this Agreement for any reason, the Development Plan set forth in Section 2 shall remain in effect for a period of 180 calendar days thereafter, or until the effective date of the annexation and permanent zoning of the Property, whichever first occurs. The Parties covenant and agree that the City may deny any development application or plan of development that is submitted to the City for the Property during such period if such application or plan is inconsistent with the Development Plan. The Owners expressly waive any vested rights that might otherwise arise under local or state law, or by common law, from the submittal of such inconsistent development application. The Owners further agree that no use commenced or completed on the Property that is inconsistent with the development plan shall be considered established or in existence prior to the expiration of the 180 -day period during which the Development Plan is in effect. 3 sAplanning \projects\2014 cases \04 -0002 ryan road\final documents\non- annexation agreement ryan road a14 -0002 final.doc Section 13. Term and Extension. Unless extended by mutual agreement of the Parties, this Agreement shall terminate on March 1, 2016. The Effective Date of the Agreement shall be the date the Agreement is executed by the City. The Term may be extended upon mutual agreement of the Parties. Section 14. Survival of Covenants. The covenants in Sections 2, and 4 shall survive termination of this Agreement, together with any other provisions, as may be necessary for the implementation of those sections. The Parties hereto have executed this agreement as of JS- /Q , 2015. Owners Jd6n Ann Baker Ryan Capital Partners Ltd. By:, 26-fi THE CITY OF DENTON, TEXAS By: City Manager, Deputy City Manager, or Designated Representative THE STATE OF TEXAS COUNTY OF DENTON This instrument w acknowledged before me on the day of WLru ac 0 , 2014, by T. A".► nl KIM PARKER ibtary Pubk State Of TOM "tCommi °simEOM01 -21.18 Notary Public, State of Texas 5 sAplammng\pr0jects\2014 cases \04 -0002 ryan road\final documents\non- annexation agreement ryan road a14 -0002 final.doc THE STATE OF TEXAS } COUNTY OF DENTON } This instrument was acknowledged before me on the %U'1 day of 2015, by KIM PARKER Notary Mike, State of Texas My Canmitsion Expires 01 -21 -18 THE STATE OF TEXAS } COUNTY OF DENTON } Notary Public, State of Texas This instrument was acknowledged before me on the 2015, by THE STATE OF TEXAS } COUNTY OF DENTON } day of Notary Public, State of Texas This instrument was acknowledged before me on the day of 2015, by Notary Public, State of Texas 0 sAplanninglprojects\2014 casesW4 -0002 ryan roadlfinal documents\non- annexation agreement ryan road a14.0002 final.doc THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the day of ,2015, by ' City Manager/Deputy City Manager/Designated Representative, on behalf of the City of Denton, Texas. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 171-119 7 Notary Public, State of Texas Exhibit B RYAN ROAD 4.7 ACRE TRACT 2 All that certain lot, tract or parcel of land lying and being situated in the County of Denton, State of Texas, and presently being embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 2001 -090 and Ordinance 1973- 017; and being situated in the T. Peacock Survey, Abstract Number 1589 and the C. Poullalier Survey, Abstract Number 1006 and being part of the 5.518 acre tract of land as described in the deed to Jean Ann Baker and James Samuel Tull from Melbagene Tull Ryan as recorded by County Clerk file number 2011-119346, Real Property Records, Denton County, Texas, and being more particularly described as follows: COMMENCING at a point in the centerline of Ryan Road and being the southwest corner of said C. Poullalier Survey and the southeast corner of said T. Peacock Survey and being a corner of the existing Denton city limits as established by Ordinance No. 2001 -090 and being a corner of the existing Denton city limits as established by Ordinance No. 1973 -017; THENCE North along the existing Denton city limits established by Ordinance No. 2001 -090 and Ordinance No. 1973-017, a distance of 30 feet to a point for a comer and a corner of said Denton city limits established by Ordinance 2001 -090 and being the point of beginning of the herein described tract; THENCE West along the north line of said Ryan Road and a north line of said Denton city limits established by Ordinance 2001 -090, a distance of 805.47 to a point for corner on the west line of said 5.518 acre tract also being a corner of said Denton city limits established by Ordinance 2001 -090; THENCE North along a west line of said existing Denton city limits established by Ordinance 2001 -090 and along the west line of said 5.518 acre tract a distance of 239.41 feet to a point for a corner being the southwest corner of Lot 1, Block E of the Montecito Del Sur, an Addition to the City of Denton, Denton County, Texas, according to the Plat thereof, recorded in Volume 9, Page 34, of the Plat Records of Denton County Texas and being the northwest comer of said 5.518 acre tract, also being a corner of said Denton city limits established by Ordinance No. 1973-017; THENCE North 88 degrees 14 minutes 27 seconds east, along a south line of said Montecito Del Sur Addition and along a south line of said Denton city limits established by Ordinance No. 1973 -017 and along the north line of said 5.518 acre tract a distance of 832.73 feet to a point for a corner and being a corner of said existing Denton city limits as established by Ordinance 1973- 017 and being the northeast corner of said 5.518 acre tract; THENCE South 00 degrees 33 minutes 12 seconds east, along the east line of said 5.518 acre tract and along a east line of said Montecito Del Sur Addition and along said Denton city limits as established by Ordinance 1973 -017 a total distance 252 feet more or less to the POINT OF BEGINNING and containing 4.7 acres of land. Page 1 of 1 September 30, 2014 ols, VOK S Exhibit Exhibit C LOCATION MAP 4.7 acre & 80.9 acre Annexation tracts 590 295 0 590 1,180 1,770 Feet p?l%lq_p-"l-r-- PT?IVATE City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -148, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Environmental Services ACM: Howard Martin, 349 -8232 Date: March 3, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City Council of the City of Denton prohibiting the use of designated groundwater from beneath the approximately 890 acre area described in Exhibit "A" of said ordinance, City of Denton, Texas, to facilitate certification of a Municipal Setting designation ( "MSD ") of said area by the Texas Commission on Environmental Quality ( "TCEQ "), pursuant to the Texas Solid Waste Disposal Act; and providing for an effective date. BACKGROUND In 2003, the 78h Texas Legislature passed a Municipal Setting Designation (MSD) law concerning requirements for removing contaminants from groundwater. The law authorizes the TCEQ to receive, process, and certify MSD applications for properties with contaminated groundwater that are located within the corporate limits or extraterritorial jurisdiction of municipalities. The TCEQ requires an applicant to provide a "resolution or ordinance of support" from the municipality in which the MSD is being sought as part of the MSD application process. The MSD law provides an alternative for addressing groundwater contamination. In effect, the law sets conditions for MSD properties that limit the requirement for contaminated groundwater to be remediated to potable water standards. As such, MSDs are applicable in cases where the designated groundwater is not currently used for potable water and will likely not be used for potable water purposes in the future. The MSD itself ensures groundwater exposures will be minimized by establishing conditions that prohibit the future uses of designated groundwater for potable purposes. For this particular MSD, the prohibition is in the form of an ordinance that is enforceable by the City of Denton. The purpose of the MSD law is to provide a less expensive and faster alternative to existing state environmental regulations concerning groundwater. In general, the MSD law recognizes that in some locations, no one is using groundwater as potable water in the vicinity of a contaminated groundwater zone. The law further recognizes that use of the designated groundwater as a future potable source is unlikely because a public supply that relies on another source of water is available and / or the groundwater in question is not economical to develop for use as a supply. In such cases, a prohibition is placed on the designated groundwater beneath the MSD property. This action ensures public health is protected by eliminating the possibility of the designated groundwater being used for potable purposes. It is important to note that all this MSD accomplishes is to establish an ordinance that specifies groundwater in City of Denton Page 1 of 4 Printed on 2/27/2015 File #: ID 15 -148, Version: 1 the designated area is non - potable, which facilitates removal of the requirement to evaluate contaminant concentrations for certain types of groundwater exposure pathways. To understand what this means within a regulatory context requires a brief summary of the State's approach to cleanup for these kinds of sites. In general terms, State cleanup "standards" are based on the concept of Protective Concentration Levels (PCLs) for an appropriate exposure pathway. In cases where groundwater is present and is thought to be contaminated, the State usually requires the cleanup "standard" to include groundwater ingestion PCLs because of the notion that someone might use this groundwater for potable purposes at some time in the future. These types of groundwater PCLs tend to be the most restrictive PCLs (require the contaminant to be cleaned up to the lowest concentration of all cleanup standards) because they are based on the exposure pathway of a person consuming the groundwater repeatedly over long periods of time. The MSD, however, offers a process to recognize that the groundwater exposure pathway might not be appropriate in circumstances where the groundwater is unlikely to be developed for potable purposes due to naturally poor water quality, low yield potentials, or in situations where water from a municipal supply is readily available. By using the proposed ordinance as a restrictive mechanism to ensure that the groundwater will not be used for potable purposes, the TCEQ can remove the requirement to meet groundwater ingestion PCLs during remediation. State Regulatory Requirements for Voluntary Cleanup Program (VCP) and MSDs The MSD in effect allows remediation to the most appropriate human health and ecological exposure pathways, since designated groundwater will not be used for potable purposes at the site. However, in terms of overall site cleanup, the MSD itself does not offer a mechanism to obtain a closure letter for the site from the TCEQ. The only way for a property owner to obtain a closure letter (or equivalent) from the TCEQ is to meet all the requirements of the TCEQ's Voluntary Cleanup Program (VCP). Meeting all the requirements of the VCP within a "non -MSD" situation would require that all constituents in all environmental media meet applicable PCLs. With a MSD, the applicant no longer has to meet the Groundwater Ingestion PCLs or Groundwater Protection PCLs (for soil / groundwater interaction). However, the site would still be required to meet the next most appropriate (and most stringent) exposure PCLs. Influence on surrounding property It is important to note that the restrictions for potable water use that are imposed as a part of a MSD are only pertinent to the groundwater that is designated within the MSD. For the proposed area, this means that only shallow ground water that is designated through the MSD will be subjected to any restrictions. Based on studies conducted by Modern Geosciences, the consultant on this project, the shallow groundwater in the proposed areas is encountered within a perched groundwater- bearing unit (GWBU) between 5 and 25 feet below surface. This perched GWBU appears to occur within a thin outcrop of the Woodbine Formation within terrace deposits immediately above the Washita Group, which occurs at approximately 45 to 60 feet below surface. The Washita Group is composed primarily of clay and limestone and is considered a regional aquitard (a zone within the earth that restricts the flow of groundwater from one aquifer to another). The estimated thickness of the Washita Group in the proposed area is approximately 400 feet. The Washita Group is underlain by a second regional aquitard (Fredericksburg) which has an estimated thickness of over 100 feet. Groundwater flow beneath the area varies greatly, but generally conforms to local topography. Based on the distances from identified historical releases, the shallow depth of the groundwater that has been potentially impacted, and regional aquitards preventing vertical migration to deeper units, existing groundwater impacts are not expected to extend off -site from the MSD area. Contaminant(s) of Concern Contaminants of concern for the entire area are based on information reported from a few site assessments conducted within the area. Contaminants from these assessments are mainly related to hydrocarbon releases from underground storage tanks and metals, including arsenic, lead, mercury, and selenium. Sources of these City of Denton Page 2 of 4 Printed on 2/27/2015 File #: ID 15 -148, Version: 1 contaminants are likely due to past land uses. Public meetings Because this MSD represents a large area, all property owners within the proposed MSD area and within 200 feet of the area boundaries were provided notification and invited to attend one of two public meetings that were held rp for to the MSD application being submitted to the City of Denton. These meetings were held on December 11, 2014 at 7:00 p.m. and December 13, 2014, at 10:00 a.m. in Council Chambers. Notifications were mailed to all property owners of records for parcels inside the MSD boundary and within 200 feet of this boundary, for delivery on or around November 21. The mailed notifications included a brief description of the project, a map, a link to the web page, and staff contact information. Notification was also provided via a press release, social media, DTV announcements, and posting on the City of Denton online calendar. On December 4, a "robocall" reminder was sent to all addresses within the MSD and 200 foot boundary, and on December 6, the Denton Record Chronicle published an article about the MSD public meetings. Staff received approximately 15 phone calls, and 4 emails regarding the MSD in the 3 week time period between the first notifications and the public meetings. The first public meeting on December 11 was unattended. The second public meeting on December 13 was attended by 4 citizens and lasted approximately 1 hour. Citizens that attended the meeting were interested in learning specific information about the proposed MSD, particularly with regards to what the MSD would mean for their property. In staff s opinion all of these concerns were alleviated once attendees were provided additional information about how contamination is addressed by the MSD, what the MSD "does ", and perhaps more importantly, what the MSD does not do. Staff continued to address questions, update the project web page, and revise the frequently asked questions (FAQs). To help provide additional public information, posters describing the MSD were placed in City Hall, Customer Service, and Emily Fowler library. These posters will remain until after the MSD application is presented to Council for ordinance adoption. After the MSD application was submitted to the City on January 20, 2015, an additional public meeting was scheduled and held on February 7, 2015. Mailed notifications were sent to all of the property owners identified in the previous public meetings. The TCEQ also requires the applicant to provide notification to owners of all state- registered water wells within five miles of the property and to provide notice in a newspaper of local circulation. Mailed notifications were sent to all well owners in accordance with TCEQ requirements, notice was provided within a newspaper of local circulation, and a copy of the application was made available at the City Secretary's office. Staff received approximately 10 phone calls and 2 emails regarding the MSD during the time between the notifications and the public meeting. Most of these contacts were from water well owners outside of the City limits who wanted additional information. The February 7, 2015 public meeting was held at 10:00 a.m. in Council chambers. Approximately 13 citizens attended this public meeting, and the meeting lasted about 1 hour. Citizens attending the meeting were interested in learning specific information about the proposed MSD, particularly with regards to what the MSD would mean for their property or their water well. Concerns expressed in this meeting were essentially the same as those expressed in the prior public meetings, and can be generally summarized as follows: 0 Concerns about contamination on properties; 0 Concerns about how the MSD would impact property sales, values, or property transactions; City of Denton Page 3 of 4 Printed on 2/27/2015 File #: ID 15 -148, Version: 1 0 Concerns that the MSD represents some type of zoning change, easement, or would have an influence on what could be developed on the property; and 0 Concerns about what the MSD might mean for a water well located within the notification area. In staff's opinion all of these concerns were alleviated once the attendees received the information presented in the meeting and had an opportunity to have a dialog about the project with staff and the project consultant. Summary The City of Denton, as the Applicant, is seeking approval of an Ordinance (Exhibit 1) that establishes the terms and conditions of a MSD for the approximately 890 acre area bound by I -35E, Westway Street, North Carroll Boulevard, Dallas Drive, North Bell Avenue, East McKinney Street, and South Crawford Street (see Exhibit 2). Adoption of this ordinance indicates the City of Denton's support of the MSD, and is required as a part of the submission of the MSD application to the TCEQ OPTIONS 1. Support the ordinance 2. Modify the ordinance, and support as modified 3. Do not support the ordinance RECOMMENDATION Staff recommends Option 1, support of the proposed ordinance. PRIOR ACTION /REVIEW 1. July 9, 2013. An ACM update outlining the concept of a Regional MSD was provided to the City Council Committee on the Environment. The Committee directed staff to present the item to the City Council. 2. August 13, 2013. The Regional MSD item was presented to the City Council. Council directed staff to move forward with seeking consulting services to establish a regional MSD. 3. October 13, 2013. Staff from the Economic Development Department presented the item to the Economic Development Partnership Board. During the presentation, the Board asked staff to bring back additional information. 4. February 25, 2014. Staff from the Environmental Services Department provided a presentation to the Economic Development Partnership Board. The Board recommended approval. 5. June 17, 2014. Council approved an ordinance accepting competitive proposals and awarding a contract for consulting services related to the establishment of a regional Municipal Settings Designation for the City of Denton. 6. September 8, 2014. Staff presented the proposed Regional MSD boundaries to the Committee on the Environment. Staff was directed to progress with the boundaries as proposed, and this information was shared with the full Council as an informal staff report on Friday, September 12. 7. December 14, 2014. An informal staff report was provided to Council summarizing the outcome of the public meetings held on December 11, 2014 December 13, 2014 8. January 20, 2015. MSD application was submitted to the city's Development Review Committee (DRC) for staff review 9. February 13, 2015. An informal staff report was provided to Council summarizing the outcome of the public meeting held on February 7, 2015. EXHIBITS 1. Ordinance with legal description and maps 2. Presentation Respectfully prepared and submitted Kenneth Banks, Director of Environmental Services City of Denton Page 4 of 4 Printed on 2/27/2015 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON PROHIBITING THE USE OF DESIGNATED GROUNDWATER FROM BENEATH THE APPROXIMATELY 890 ACRE AREA DESCRIBED IN EXHIBIT "A ", CITY OF DENTON, TEXAS, TO FACILITATE CERTIFICATION OF A MUNICIPAL SETTING DESIGNATION ( "MSD ") OF SAID AREA BY THE TEXAS COMMISSION ON ENVIRONMENTAL QUALITY ( "TCEQ'), PURSUANT TO THE TEXAS SOLID WASTE DISPOSAL ACT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Chapter 361, Subchapter W of the Texas Solid Waste Disposal Act ( "Municipal Setting Designations ") authorizes the Texas Commission on Environmental Quality ( "TCEQ ") to certify Municipal Setting Designations for properties upon receipt and approval of a proper application to the TCEQ; and WHEREAS, the Texas legislature, in enacting the MSD legislation, found that an action by a municipality to restrict access to or the use of groundwater in support of or to facilitate a Municipal Setting Designation ( "MSD ") advances a substantial and legitimate State interest; and WHEREAS, the City Council finds that the eligibility criteria of Section 361.803 of the Texas Health and Safety Code have been met; and WHEREAS, the City Council finds that the municipal setting designation will not have an adverse effect on the current or future water resource needs or obligations of the City of Denton; and WHEREAS, there is a public drinking water supply system that satisfies the requirements of Chapter 341 and the Texas Health and Safety Code and that supplies or is capable of supplying drinking water to the designated area and properties within one -half mile of the designated area; and WHEREAS, due to limited quantity and low quality, there are areas of shallow groundwater within the City of Denton and its extraterritorial jurisdiction that are not valuable as potable water sources and therefore are not used for potable water; and WHEREAS, some properties within Denton and its extraterritorial jurisdiction are underlain with shallow groundwater that has become contaminated by historical on -site or off -site sources; and WHEREAS, this municipal setting designation ordinance is necessary because chemicals of concern have been found in the shallow groundwater beneath the designated area in concentrations above those considered safe for human ingestion; and WHEREAS, pursuant to Section 551.005(a) of the Texas Local Government Code, for the purposes of establishing and enforcing a Municipal Setting Designation, the governing body of a municipality may regulate the pumping, extraction, or use of groundwater by persons other than retail public utilities, as defined in Section 13.002, Water Code, to prevent the use of or contact with groundwater that presents an actual or potential threat to human health; and WHEREAS, the use of a MSD allows for State - evaluated corrective action processes for groundwater that are directed towards the protection of human health and the environment; and WHEREAS, the City of Denton (hereinafter "Applicant ") intends to submit an application to the TCEQ for certification of a MSD for an approximately 890 acre area, the legal description which is set forth as Exhibit "A" attached hereto and made part hereof (the "MSD Area "), said MSD Area being located within the city limits of the City of Denton; and WHEREAS, the Applicant will submit to the TCEQ a statement regarding the type of known contamination in the groundwater beneath the MSD Area and has identified that shallow groundwater contains chemicals of concern above Tier 1 groundwater ingestion protective concentration levels, as set forth in 30 Texas Administrative Code, Chapter 350 (the "Texas Risk Reduction Program "); and WHEREAS, the Applicant has continuing obligations to satisfy Section 361.808 of the MSD legislation and applicable TCEQ regulations concerning groundwater contamination investigations and response actions; and WHEREAS, the Applicant desires to secure a MSD for the MSD Area, and has requested the City of Denton to facilitate said objectives through passage of this Ordinance; and WHEREAS, as a part of the application process for a Municipal Setting Designation, an applicant is required to provide a resolution or ordinance of support from the municipality in which the MSD is being sought, and is required to demonstrate to the TCEQ that a resolution or ordinance prohibiting the potable use of designated groundwater from beneath the property has been enacted; and WHEREAS, the City Council of the City of Denton is of the opinion that is it in the best interest of the public and the City to facilitate the Applicant's efforts to secure a MSD by passage of this Ordinance as set forth in Chapter 26, Section X of the Denton Code of Ordinances, entitled "Municipal Setting Designation "; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section 1. The City Council finds that the finding, statements, and policy determinations set forth in the preamble of this Ordinance are true and correct and are incorporated herein. SECTION 2. The City Council finds that it is in the best interest of public health, safety and welfare to facilitate and support the TCEQ's certification of a MSD for the MSD Property. SECTION 3. That for the purposes of this municipal setting designation ordinance, "designated groundwater" means water below the surface of the designated area to a depth of 100 feet. SECTION 4. That the use of Designated Groundwater from beneath the Designated Area as potable water, as defined in Section 361.801(2) of the Texas Health and Safety Code, and the following uses of or contacts with the designated groundwater are prohibited: (1). Human consumption (2) Showering or bathing (3) Cooking (4) Irrigation of crops for human consumption SECTION 5. That approval of this municipal setting designation ordinance shall not be construed to subject the City of Denton to any responsibility or liability for injury to persons or damages to property caused by a chemical of concern. SECTION 6. That a person violating Section 4 of this municipal setting designation ordinance, upon conviction, is punishable by a fine not to exceed $2,000, and that the Texas Commission on Environmental Quality shall be notified of any violations. SECTION 7. Failure of the Applicant to diligently pursue and obtain a MSD certificate for the MSD Area from the TCEQ shall render this Ordinance voidable by the City Council following 30 day's written notice to the TCEQ and the Applicant. SECTION 8. This Ordinance shall take effect immediately from and after its passage. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY 10 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT A LEGAL DESCRIPTION EXHIBIT "A" LEGAL DESCRIPTION DENTON MUNICIPAL SETTING DESIGNATION AREA BEING 889.794 acres of land located in the R.H. HOPKIN SURVEY, ABSTRACT No. 1694, S. C. HIRAM SURVEY, ABSTRACT No. 616, A. HILL SURVEY, ABSTRACT No. 623, W. M. LOVING SURVEY, ABSTRACT No. 759, H. SISCO SURVEY, ABSTRACT No. 1184, W. M. NEILL SURVEY, ABSTRACT No. 971, B.B.B. & C. RR SURVEY, ABSTRACT No. 185, and R. BEAUMONT SURVEY, ABSTRACT No. 31, City of Denton, Denton County, Texas, incorporating all of or portions of the right -of -way areas of Dallas Drive, N. Carroll Boulevard, Teasley Lane, W. Parkway Street, Center Place Drive, E. Parkway Street, Meadow Street, W. Congress Street, Inman Street, Pauline Street, S. Locust Street, Marshall Street, N. Locust Street, N. Austin Street, E. Daugherty Street, Hann Street, Johnson Street, Withers Street, Smith Street, Ferguson Street, Fort Worth Drive, First Street, Myrtle Street, Second Street, W. Collins Street, Gary Street, S. Elm Street, Crescent Street, N. Elm Street, W. Third Street, W. Eagle Drive, Anna Street, Maple Street, W. College Street, S. Bell Avenue, Panhandle Street, N. Bell Avenue, Egan Street, Wainwright Street, E. Mulberry Street, W. Highland Street, S. Crawford Street, Pierce Street, W. Prairie Street, S. Bradshaw Street, E. Prairie Street, Piner Street, Stroud Street, Industrial Street, W. Sycamore Street, Frame Street, E. Sycamore Street,Highland Street, S. Exposition Street, Warren Court, W. Mulberry Street, Sombre Vista Drive, W. Hickory Street, E. Hickory Street, Alegre Vista Drive, W. Walnut Street, W. McKinney Street, Russell Street, Oakland Street, N. Austin Street, N. Cedar Street, W. Oak Street, E. Oak Street, N. Bradshaw Street, Railroad Avenue, Bolivar Street, W. Pecan Street, Oakland Street, E. McKinney Street, and all of or portions of the following additions and /or subdivisions with their respective recording data, Volume (V.) and Page (P.) or County Clerk's Document Number (DOC #) or Cabinet (C.) and Page or Slide (PG. or SL.): Access First Capital Addition, Alsup Addition, C. L, PG. 353, Alex Robertson Addition, C. A, PG. 180, Ashram Addition, V.12, P.24, Bacon Addition, C. B, PG. 69 and C. A, PG. 176, Baines Addition, C. Z, PG. 507, Baker Addition, C. W, PG. 65 and C. H, PG. 167, Barb Addition, C. W, PG. 457, Bell J. F. Addition, Victoria Station Addition, DOC# 2011 -168, Bell Place Addition, Blount Addition C. A, PG. 147, C. B, PG. 282, C. T, PG. 273, C. Q, PG. 167, C. F. Martin Addition, C. G, PG. 10, Calvert Addition, C. F, PG. 257, Campus Housing Addition, C. R, PG. 198, Canton Addition, C. D, PG. 220, Car Wash Equipment Addition, C. E, PG. 374, and C. G, PG. 63, Carroll Addition (Denton), C. V., PG. 106, Carroll Park Place Two Addition, C. I, PG. 149, Carroll Park Place 2 Phase 2 Addition, C. Y, PG. 546, Carroll Point Addition, C. D, PG. 502 and C. Q, PG. 56, Centre Place Phase 1 Addition, C. T, PG. 384, Compass Bank Addition, C. X, PG. 620, Congress St. Addition, C. L, PG. 305, Crescent St. Addition, C. C , PG. 247, Cypress Campus at Denton Station Addition, DOC. # 2009 -106 and V.2009, P.58, Dallas Drive Mini Storage Addition, C. D, PG. 327, Daugherty Addition, C. G, PG. 92, Davis -Smith Addition, De Hall Property Addition C. W, PG. 928, Denton Area Teachers Credit Union, Denton Park 35 Addition, C. U, PG. 418, Denton Rail Station Addition, DOC# 2011 -54, Denton Station Phase One Addition, DOC# 2012 -136, Denton Transit Center Addition, DOC# 2011 -115, Don T. Rainey Addition, C. K, PG. 98, Down Town Addition, C. D, PG. 79, Doyle Addition, C. S, PG. 38, Eagle Point Shopping Center Addition, DOC# 2011 -118, Eli Cox Addition, C. A, PG. 16, Faught Addition, C. M, PG. 21, Ferguson Addition, V.64, P.274, Floyd Re -plat Addition, C. J, PG. 300, Ford Properties Addition, C. E, PG. 242, Fred Hill Addition, C. K, PG. 361, Fred Moore Addition, C. U, PG. 733, Fulton & Spalding Addition, C. M, PG. 81, Garcia Addition, V.2009, P.168, Gossett Enterprises Addition, C. H, PG. 61, Grady McEuin Addition, C. K, PG. 88, Guy Laney Addition, C. U, PG. 899 and C. W, PG. 15, Hall -Lewis Addition, C. R, PG. 378, Hann Addition, Haywood- Jester Addition, C. D, PG. 245, Hickman Addition, C. D, PG. 106, Historical Park of Denton County Addition, C. X, PG. 448, Hwy 377 - Racetrac Addition, C. V., PG. 112, Ilten G:\2014 \LEGALS \DENTON MSD 890 AC.doc PG I OF 11 Addition, C. H, PG. 188, Inman Addition, Jack Bell Addition, Jack Brisco Addition, C. C, PG. 128, Jagoe & Preston Addition, C. C, PG. 57, Jasper Addition, C. W, PG. 604 and C. 2012, PG. 4, Jefferson Heritage, C. Q, PG. 211, Johnson Addition, C. E, PG. 184, Keas & Pruett Addition, C. E, PG. 1, King Addition, C. 2011, PG. 1, La Colina Ranch Addition, C. C, PG. 179, Lacy Addition, C. N, PG. 170, V.67, P.378 and C. B, PG. 57, Logan's Boot & Shoe Repair Addition, C. X, PG. 102, M & W Addition, C. E, PG. 119, Meadow Lake 3 Sec. 1 Addition, Marsh Addition, C. D, PG. 68, Myers Addition, Myrtle Addition, C. B, PG. 231, Nelson Addition, C. X, PG. 760, Northside Addition, C. A, PG. 129, C. C, PG. 191, C. B, PG. 375, C. F, PG. 17, C. G, PG. 324, C. J, PG. 147, C. E, PG. 104, C. G, PG. 50 and C. 2009, PG. 226, Northstar Bank Addition, C. W, PG. 102, O T Denton C. A, PG. 69, C. A, PG. 135 and C. F, PG. 381, Oak House Addition, DOC# 2014 - 40221, Offenbacker Addition, C. C, PG. 14, C. I, PG. 164, C. H, PG. 64 and C. H, PG. 36, Park Addition, Sunrise Center (Re -plat) Addition, C. B, PG. 108, Q T 905 Addition, C. U, PG. 770, Roy Riney Insurance Addition, C. U, PG. 655, Safeway Addition, C. J, PG. 179, Sanger Bros. Addition, C. E, PG. 166, Solomon Hill 1 Addition, C. I, PG. 178 & PG. 502, C. V, PG. 265, Solomon Hill 3 Addition, St. Andrew Presbyterian Church Addition, C. Q, PG. 226, Stroud Addition, Sunburst Place Two Addition, C. E, PG. 90 and C. E, PG. 245, Teasley Center Addition, C. E, PG. 370, Teasley Plaza Addition, C. H, PG. 117, C. H, PG. 93 and C. N, PG. 277, The Retreat at Denton, C. 2012, PG. 201, The Arts Council, C. E, PG. 314, Town Homes at Pecan Creek, C. X, PG. 876 and C. Y, PG. 573, TWT Addition, C. W, PG. 790, Victoria Square, C. Y, PG. 675, Village Office Park & Mini Storage, C. D, PG. 14, Wainwright's Addition, C. D, PG. 323, Watley Addition, C. D, PG. 321, Wood House Addition, C. H, PG. 298, Woodbridge Condominiums, C. A, PG. 171, Wooded Acres, C. A, PG. 165, C. J, PG. 98, C. E, PG. 368 and C. F, PG. 253, Woodhill Addition, C. C, PG. 322, Woodhill Square Addition, C. E, PG. 82, Sunrise Center Addition, C. B, PG. 108, and all of the tracts of land located in the R. BEAMONT SURVEY, ABSTRACT No. 31, conveyed to the following land owners with their respective recording data, Volume (V.) and Page (P.) or County Clerk's Document Number (DOC #): Fisher, Sarah L., DOC# 2013 - 80645; Spada, David & Bridget, DOC# 2005 - 158006; Hurd, Paul M. & Jessica A. & Sullivan, Paul J., DOC# 2014 - 65776; Radke, Don V., V.1878, P.545; Chang, Cheng Yeh, DOC# 2008 - 23163; Montoya, Jim & Marianne, DOC# 2012 -4301; Leger, Susan Sortor, DOC# 2008 - 116241; Lane, Edward E., Jr., DOC# 2006 - 117453; Tomlinson, Timothy W. & Schumann, Brandy R., DOC# 03- 191005; Miller, Jack E. & Morelle M., V.819, P.85; Murdock, Michael C. & Smith - Murdock, Rebecca L. Rev. Trust, DOC# 2010- 15338; Ray, Dorothy, DOC# 2014 - 45708; Smith, Samuel D., DOC# 96- 0029605; Cosimo, Vincent B. & Deborah, DOC# 95- 0040878; Fritts, Jackie F. & Darlene Munger - Gersch, DOC# 93- 0027024; Fickey, Suzanne R., DOC# 95- 0071769; Jones, Rachel L., DOC# 93- 0071965; Warzwick, Fred T., DOC# 2009 - 128216; Warzwick, Fred T. & Elizabeth A., V.1772, P.694; Schnurbusch, Joanne, DOC# 2013 - 88360; Johnson, Marion S., V.576, P.311; Musick, Cheryl Lynn, DOC# 03- 133248; Sittell, Nancy Roberta, DOC# 02- 67923; Toews, Kathleen & Ivan & Clara, V.3107, P.289; Aggie Interests LLC, DOC# 2014 - 48063; DeJesus, Margarito & Maria, DOC# 97- 0057104; Martinez, Gail R., DOC# 01- 134065; Reeves, Theresa L., DOC# 2009- 129650; Reeves, Theresa L. & Alvin S., DOC# 2012 - 71514; Dotson Properties LLC, DOC# 2014 - 25592; 6 -D Family LP, DOC# 04- 125025; Taylor, Howard D. & Shirley, DOC# 99- 0058796; Cole Irwin Inv. LTD, DOC# 98- 0001778; Cumberland Presbytarian Childrens Homes, DOC# 2013 -366; Shea, J. Daniel Living Trust, DOC# 2013 -366; Russell, Benny R. & Barbara, V.825, P.638; Hall, Linda T. & Edward M., DOC# 2012 - 144079; Hammett, Laurie Jones, V.913, P.53; Schnurbusch, Joanne, DOC# 2013 - 88359; Hanson, Candis Wood, DOC# 2014 -6420; Stachelski, Patricia L., DOC# 97- 0068016; Nicholson, Tamara, DOC# 2009 - 141999; Slater Dev. Inc., DOC# 2008 - 73061; Byrom, Henry A., V.415, P.134; Warzwick, Fred T., DOC# 2010- 35726; Bickley, Josh P., DOC# 2006 - 122438; Orr, Kathy F. & Fickey, Suzanne, DOC# 97- 0090781; Infini Inc., DOC# 2012 - 132944; Belcher, Bobby & Barbara, DOC# 2011 - 109390; Denton, City Of; Goldsmith, Alan, DOC# 2012 - 135405; Land, Ronnie & Lynell, DOC# 93- W2014TEGALSMENTON MSD 890 ACAOC PG 2 OF 11 0029521; Cope, Billy W. & Seaborn, Susan, DOC# 2013 - 79823; Surratt, Marshall, DOC# 2011- 22934; Beck, Charity R. & Gregory P., DOC# 00- 54236; Hall, Matthew E., DOC# 2008 - 54979; Coleman, Victoria R., DOC# 2014 - 43759; Miller, Morelle M., DOC# 2007 - 108009; Adami, John S., V.1644, P.945; Hoeffler, John V. & Fritts, Robert, DOC# 97- 0024140; McCormack, Kelly & Cecelia, DOC# 03- 93639; Cosimo, Vincent B. & Deborah, V.3405, P.879; Gibson, Edred A. & Nancy L., DOC# 04- 63698; Webb, Scott E. & Jeanne E., DOC# 2006 - 17878; Dobbs, Doy & Dee and Luster, Paul & Reila, DOC# 05- 122058; Luster, Paul, DOC# 99- 0103628; Luster, Paul, DOC# 05- 108045; Perez, Lisandro & Joann C., DOC# 05- 43109; Hall, Linda T. & Edward M.; Sinor, Bryan Floyd, DOC# 04- 88584; Lavezo, Stephen, V.1148, P.954; Wenrich, Lindsey Beth, Per Marriage— License; Lowerie, Kenneth D. & Billie R., DOC# 02- 39623; Taylor, Sandra L., V.849, P.714; all of the tracts of land located in the B.B.B. & C. RR SURVEY, ABSTRACT No. 185 conveyed to the following land owners with their respective recording data, Volume (V.) and Page (P.) or County Clerk's Document Number (DOC #): Denton, City Of; USA Corp Of Engineers, V.597, P.102; Graves, John & Donna, DOC# 2007 - 39153; McConnell, Lynelle C. Ind. Executor Griffin, Doyle Estate, DOC# IE- 2000 -493; Ragsdale Properties LTD, DOC# 94- 0095215; Aebersold, Nancy & Blumrosen, Dana R., DOC# 06 -5443; Wilson, Carol Jane Trustee Of Carol Jane Wilson Revocable Trust, DOC# 2012 -2715; Shelton, Kerri A., DOC# 2011 -MARR LIC; Panhandle Street Properties LTD, DOC# 2009 - 36674; McGehee, Larry D. & Kimberly, DOC# 95- 0060331; Keen Quest Enterprises LLC, DOC# 2014 -2023; Luxie LLC, DOC# 2009- 39369; Luster, Gene A., DOC# 94- 0072671; Thorngren, John T., DOC# 2011 - 77057; Floyd Family Properties LTD, DOC# 2009 - 36659; Land, Lawrence R. & Taliaferro, Sam, DOC# 94- 0070281; Kelsoe Riley Jv, DOC# 04- 96497; Conner, William James Allen III, DOC# 2014- 52067; Fitzgerald, Sean P. & Mary Beth, DOC# 05- 83213; Ginnings, Rebecca Jean, V.489, P.33; McElhinney, Antoinette, DOC# 2010 - 41968; Major, Jason L. & Ginger L., DOC# 2014- 85308; Wan, William W., V.1095, P.262; Saratan Corporation II, DOC# 2010 - 54390; Simmons, Kirk, DOC# 04- 12553; Harris, Roy E. & Joyce V., V.1049, P.421; Saratan Corporation I, DOC# 2011-20154; Ashram, Kundalini Yoga, DOC# 06 -7620; Ashram, Kundalini Yoga, DOC# 2007- 16799; Jack Schmitz & Son Funeral Home, V.2857, P.369; Beck, Winfred C., Jr., DOC# 02- 45857; Beck, Winfred C., Jr., DOC# 02- 478130; Denton Tristar Investments LLC, DOC# 2009- 78482; Jack Schmitz & Son Funeral Home, DOC# 2012 - 146289; Denton Tristar Investments LLC, DOC# 2009 - 87482; Denton Tristar Investments LLC, DOC# 2009 - 78477; Crouch, Bob A., V.582, P.333; Lane, Eddie, DOC# 2006 - 132140; Simone Urschell LLC, DOC# 2012 - 51497; Denton Tristar Investments LLC, DOC# 2009 - 78478; J. Hawley Properties LLC, DOC# 2014- 52510; Herod Holdings, LLC, DOC# 2007 - 126590; 815 Elm Office Realty, LTD, DOC# 2012- 129917; Chew, Marcus R., DOC# 2010 -3833; Ruch, Milo & Denise C., DOC# 2007 - 118779; Wong, Keith K. Ching, V.994, P.160; Wixsom, Emma Trust, DOC# 00- 58605; Owen, Treaver & Rhonda, DOC# 97- 0037656; Darby, Bob R. & Penny L., DOC# 94- 0057916; St. Paul Lutheran Church, DOC# 04- 136238; Owen, Rhonda, DOC# 96- 0023875; St. Paul Lutheran Church, DOC# 2007 - 11754; St. Paul Lutheran Church, DOC# 04- 136238; Lutheran Church, V.230, P.291; St. Paul Lutheran Church, V.509, P.222; Ricks, Murray N. & Diane K., DOC# 2013- 31896; St. Paul Lutheran Church, V.1649, P.194; Lutheran Church, V.376, P.110; St. Paul Lutheran Church, V.1718, P.905; Phillips, Joan Marie, DOC# 2009 - 72318; WOFG Inc., DOC# 99- 0117700; Davis, R. Glenn, DOC# 2008 - 29665; Dunkey Partners LTD, DOC# 05- 109097; Bailey Family Partners II, LTD, DOC# 2012 - 147784; HEA Management Group Inc., DOC# 96- 0075940; Williams, Loran Kay, V.2436, P.85; Cervantes, Juan C. & Yadhira Santos, DOC# 2009 - 48651; Cervantes, Juan C., DOC# 98- 0047419; Denton, City Of, V.761, P.553; Denton, City Of, V.183, P.331; Russell, Benny R. & Barbara A., DOC# 99- 0031321; Reese, Mary Noel, DOC# 94- 0017650; Stippec, Stephen, DOC# 97- 0059511; Denton Bible Church, DOC# 2012- 58201; Holley, Katie, DOC# 02- 164812; Prier, Lisa C., DOC# 2013 - 24669; Rizo's Salon, DOC# 00- 07794; Myrik Properties Inc., DOC# 2009 - 137934; Reid Family Rev Living Trust, Reid, Darrell G. Trustee, DOC# 01- 112290; Leaving A Christian Legacy LLC, DOC# 2012 - 106404; GA2014 \LEGALS \DENTON MSD 890 AC.doc PG 3 OF I1 Slater Dev Inc., DOC# AH -00 -50418 5/31/00 -00- 50420; Foster, Leddy, DOC# 2012 - 63401; J. Hawley Properties LLC, DOC# 2014 - 52510; Brownell, Guiseppe & Robin, DOC# 2012 - 45835; Giuseppe Italian Restaurant, DOC# 2011 -1604; all of the tracts of land located in the S.C. HIRAM SURVEY, ABSTRACT No. 616 conveyed to the following land owners with their respective recording data, Volume (V.) and Page (P.) or County Clerk's Document Number (DOC #): Keystone Management, LLC, DOC# 2008 - 108963; McCleskey, Michael, V.818, P.666; White, Donald R., Sr. & Sandra L., DOC# 02- 21438; White, Donald R., DOC# 01- 65709; Boydston, F. R., V.532, P.622, & V.532, P.625, & V.628, P.704; all of the tracts of land located in the A. HILL SURVEY, ABSTRACT No. 623 conveyed to the following land owners with their respective recording data, Volume (V.) and Page (P.) or County Clerk's Document Number (DOC #) or Cabinet (C.) and Page or Slide (PG. or SL.): Beaty, Tim, DOC# 98- 0071859; Harrison, Phillip L. & Mitzi, DOC# 05- 93822, 93826; Amini, Setoudeh Hafiz, DOC# 2014 - 82114; Treece, Larry J., DOC# 04- 130626; TXAfford LLC, DOC# 2009 - 10949; McDonald, Alfred John, DOC# 2012 - 20788; O & C Freeman Family LTD, DOC# 96- 0048250; Riley Property Investments LLC, DOC# 2013 - 123422; Calvert, John A. & Elizabeth D. & Moses, Mary, DOC# 96- 0013617; Calvert, John A. & Elizabeth D. & Moses, Mary, DOC# 96- 0013616; Holiness Mission Church, V.394, P.577; Calvert, J. Wayne, DOC# 84- 49311; C C Ballard Holdings LLC, DOC# 2013 - 124391; Allen, Wayne O., DOC# 02- 111356; Allen, Wayne O., DOC# 02- 146101; Jetpuri Family LP, DOC# 2009 - 109863; Jacinto, Juan & Marina, DOC# 2006 - 43332; Orozco Properties, LLC, DOC# 2009 - 114094; Riley, J. Mike, DOC# 2012 - 96654; Mesta, Baltazar, DOC# 01- 12296; Denton ISD, DOC# 2011 - 104352; Pecan Grove Office Park, LLC, DOC# 2013 - 85183; Pecan Grove Office Park, LLC, DOC# 2013 - 85882; Riley, J. Mike, DOC# 2013- 17656; Riley Property Investments LLC, DOC# 2013 - 123422; Thorp, Tatyana, DOC# 2012- 103199; Mach, Eric J., DOC# 05- 154126; Tjandramulia, Berdy, DOC# 01- 136198; Ayala, Maria I. & Rosa E., DOC# 93- 0055472; Codela LLC, DOC# 2012 - 145972; Anvari, Behrooz & Ebrahimi, Massoud, DOC# 00- 54523; Ruiz, Garcia Miguel A., DOC# 98- 0072631; Blackburn, Billy Gene, V.544, P.143; Chamberlain, Alan Ray & Linda Adele Duffy Tr. Of The Chamberlain Tr., DOC# 05- 16559; Jeter, Patricia L. & Hilliard, Martha & Lee, Donald R. Etal, DOC# 2009- 118557; North Texas Mini Storage, LLC, DOC# 2010 - 87771; LTL Properties LLC, DOC# 2013- 91571; Selby, Richard M. & Susan M. Buehner, DOC# 2011 - 110116; Denton, City Of, V.680, P.277; Denton, City Of, DOC# 97- 0020884; Smith, Mildred B.; Woods, Richard, DOC# 94- 0042494; Foster, Gary Lee, DOC# 94- 0056132; Gonzalez, Emilio L. & Guadalupe, V.563, P.475; Fisher, Paul S., DOC# 01- 31554; Stoffer, Micheal Lee, DOC# 2014 - 55070; Oram, Richard Ian, DOC# 2012 - 29446; Caldwell, Bobbie Jean Phillips, Affd of Heirship; Miller, Morelle M., V.1295, P.0088; McGregor, Joel N. & Sandra Dean Trs. McGregor Family Trust, DOC# 2013 - 38348; McGregor, Joel N. & Sandra Dean Trs. McGregor Family Trust, DOC# 2013- 38349; Black, Steven & Betty, DOC# 03- 84940; Smith, Wilda J., V.424, P.420; STP Properties, Series LLC; Atlas Drive Series, DOC# 2014 - 21466; Miller, Darlene Alice, DOC# 2013 - 68487; Brown, David E., DOC# 96- 0041555; Brown, David E., V.1163, P.436; Gonzalez, Emilio L. & Guadalupe, V.885, P.51; Brown, David E., DOC# 96- 0041554; Black, Steven & Betty, DOC# 04- 29147; Collora, Peter, DOC# 02 -1463; Barta, Thomas J. & Kathleen J., DOC# 2009 -1948; Krahl, Shane, DOC# 2009 - 55208; Austin, Kermit W., DOC# 2006 - 147891; Biggs, C. W., DOC# 93- 0071182; Redus, Hubert B., DOC# 99- 0055283; Banister, Vernon M., DOC# 94- 0036750; Davenport, Beverly Ann, DOC# 2007 - 63918; GMSS Inc., DOC# 00- 43277; Gonzalez, Emilio L. & Guadalupe, V.616, P.440; Mason, Robert W., DOC# 1553 -623; Calvert, John Alan, DOC# 06- 5457,8; Carmona, Valentin, DOC# 00- 43345; Jackson, David, DOC# 2010 - 88167; Quevedo, Irma Lucrecia & Quinonez, Ezequiel A., DOC# 2012 - 43071; Russell, Benny R. & Barbara A., DOC# 97- 0084794; Lassiter, Clarice, V.2280, P.771; Pursur, Roy H. Or David E., V.2098, P.616; Reding, Mark, DOC# 2010 - 126108; Baker, Timothy Lee, DOC# 2011- 64495; Bryant, Buford James, V.754, P.732; ZB Eagle Partners LTD P /S, DOC# 93- 0036887; H & S Leasing Inc, DOC# 2013 - 111065; Johnson, Ronald C. & Shirley, DOC# 2009 - 88839; Baker, Pat & GA\2014\LEGALS \DENTON MSD 890 AC.doc PG 4 OF I I Timothy Lee, DOC# 2014 - 72641; Bean Housing LLC, DOC# 2014 - 92374; Spencer, Patricia E., DOC# 142 -12- 157772; Ludlow, Robert A., DOC# 94- 0092786; Barrow, James H., DOC# 98- 00100725; 1 -35 Denton Station LTD, DOC# 2008 - 19742; Brown, Kenneth S., DOC# 01 -5139; Rahimi, Mohammad B. & Cynthia D., DOC# 03- 168471; Mitchell, Wayne L., V.1977, P.121; Kerr, Karen D., V.2317, P.1; Jeter, Jarrod Mack, DOC# 98- 0025115; Parks, Will, V.194, P.525; Denton, City Of, V.567, P.17; Denton, City Of, V.565, P.672; Denton, City Of, V.581, P.34; Denton, City Of, V.576, P.225; Denton, City Of, V.598, P.170; Denton, City Of, V.587, P.616; Denton, City Of, V.419, P.251; McNairy, Robert R., DOC# 01- 21839; Purvis Industries, LTD, DOC# 2008 - 99045; Jean Roberts Family Partners LTD, DOC# 00- 09586; Sprabary, Jimmy & Susan, DOC# 2008 -3561; Chavez, Cesar Rubio, DOC# 2006 - 90758; McNairy, Robert R., DOC# 2013 - 49012; Garcia, Lorrie A., DOC# 2006 - 33394; Orozco, Octavio, DOC# 2013 - 49517; Ilten, David E., DOC# 96- 0055528; North Texas Mini Storage, LLC, DOC# 2010 - 87772; Alambar, Erasmo, DOC# P.R- 2014 - 00126; Tabares, Jesus U. & Dora E., DOC# 03- 133012; Alquicira, Jose Elias & Maria Del Carmen Gallardo, DOC# 2014 - 97848; Calvert, John A. & Elizabeth, DOC# 96- 0013619; all of the tracts of land located in the W. M. LOVING SURVEY, ABSTRACT No. 759 conveyed to the following land owners with their respective recording data, Volume (V.) and Page (P.) or County Clerk's Document Number (DOC #): Limpede, Richard, DOC# 2013 - 115567; CCI Inv. LTD, DOC# 00- 58859; CCI Inv. LTD, DOC# 2009- 140580; Irwin, Dale & Charlotte M., DOC# 95- 0035059; Jester, Tom D., Jr., DOC# 02- 52659; F & S Inv. LP P /S, DOC# 97- 0003029; Barndominium Investments LLC, DOC# 2013 - 59817; Smitherman, Darren L., DOC# 2009 - 31811; Voiers, Marvin, V.2920, P.507; Collins, Wayne Clark Sr. & Lee Hawkins Fish Living Trust, DOC# 2013 - 42804; Wright Management LLC, DOC# 2008 - 90920; Shelton, Jerry W. & Carol M., DOC# 04 -2810; Brooks, Tommy, DOC# 02- 29426; Dotson Properties LLC, DOC# 2014 - 25592; Russell, Benny R. & Barbara, DOC# 2009 - 62106; Moseley, George W., Jr., V.1220, P.847; Elder, Stephen L., V.816, P.804; Saratan Corporation 11, DOC# 2012 - 144670; Garcia, Moises & Vladimir M., DOC# 2006 - 100120; Campbell, John & Kathleen, V.2990, P.3.7; Denton Masonic Museum & Library, Inc., DOC# 2007 - 137115; Sires, Justin, DOC# 2009 - 120078; Kim, Liudmyla, DOC# 2010 - 71911; Warzwick, Fred T., V.2045, P.773; King, Arthur V. & Rebecca, DOC# 2013 - 142842; Parsons, Audie & Jewel, DOC# 00- 95247; Llami, Paul & G. Frank Garrison, DOC# 04- 92300; Sorrells, Randy & Nancy, DOC# 2010 - 102512; Dawson - Rieger, Joan N., DOC# 2013 -3822; Manning, Donald C., DOC# 2011- 107467; Kimmey, Jimmye E., V.3261, P.248; Perrin, Douglas W., DOC# 99- 0079240; Jeter, John H., V.463, P.597; H -3 Residential, LTD, DOC# 2012 - 140015; Kirby, Marge, DOC# 2012- 76866; Floyd, Gay & David, DOC# 2012 - 140015; Woolaver, Calvin, DOC# 95- 0050586; Courtney, Johnny Burl, DOC# 2007 - 48312; Bailey, Patricia J., V.96, P.454; Portales, Alfredo, V.2225, P.128; Miller, Jack E. & Morelle, DOC# 95- 65716; McGehee, Larry D. & Kimberly, DOC# 93- 0050302; Miller, Jack E. & Morelle M., V.1214, P.94; Marsh, Lenora Kay, DOC# 2008 - 48988; Lane, Edward E., Jr., DOC# 2009 - 128004; Rowe, William S., DOC# 2009 - 80561; Massey, Carol, DOC# 2013 - 151432; O & C Freeman Family LTD, DOC# 96- 0048247; Denton, City Of, V.766, P.783; Kelsoe Construction & Development Inc., DOC# 2013 - 59796; McGehee, Larry D. & Kimberly, V.3366, P.299; Kelsoe Construction & Development Inc., DOC# 2008- 137848; Yuhas, Andrew T. & Julie P., DOC# 2012 - 107160; Acker, David F., V.1119, P.508; CCI Inv. LTD, DOC# 04- 85258; Mathiasch, Annie B. LF Est Etal, DOC# 2003 - 150943; Kelsoe Construction & Development Inc., DOC# 2009 -4568; McGehee, Larry D., V.2626, P.11; 518 Acme LTD, DOC# 2008 - 52615; Marsam Enterprises Inc., DOC# 2013 - 72384; San Miguel, Francisco & Amabilia, V.3097, P.485; ZB Eagle Partners LTD P /S, DOC# 95- 0004078; Yount, Gary, DOC# 2013 - 92108; Sorrells, Randy, DOC# 2012 - 141980; Wormy Dog LLC, DOC# 2014- 16244; Clark, Roderick, DOC# 2012 - 143627; Nguyen, Hanh My, DOC# 2012 - 50437; Seven Operating LLC, DOC# 2014 - 17743; Frontier Waterproofing Inc., DOC# 05- 34564; Denton, City Of, DOC# 2010 - 71488; Marrs Holdings LLC, DOC# 2011 - 74349; Terrell Painting & Wallcovering Inc., DOC# 2011 - 90543; Howe, Leroy M., DOC# 99- 0065304; Eagle Salon Suites GA20MLEGAMDENTON MSD 890 AC.doc PG 5 OF 11 LLC, DOC# 2014 - 72480; Fowler, Gregory C. & Awtrey, Luann, DOC# 2007 - 107220; Denton, City Of, DOC# 00- 64706; Terrell, Tamera Lynn, DOC# 2006 - 142593; Smitherman, Darren & Lindsey, DOC# 2011 - 70821; Eusepi, Carly A. & Jackson, Zachary J., DOC# 2007 - 50878; DATCU, DOC# 98- 0105755; Helland, Eric L. & Pamela K., DOC# 2007 - 59362; McGehee, Larry D. & Kimberly, V.3072, P.417; Thongcome, Somkid, DOC# 2008 - 134650; Berlanga, Sergio A. & Erika A., DOC# 2009 - 128008; Winnette, Julie, DOC# 2011 - 71127; Denton Buildings LP, DOC# 2007 - 142991; JCJ Rentals LLC Etal, DOC# 201279307; Shumake, Rueben, DOC# 2014- 99929, all of the tracts of land located in the W. M. NEILL SURVEY, ABSTRACT No. 971 conveyed to the following land owners with their respective recording data, Volume (V.) and Page (P.) or County Clerk's Document Number (DOC #): Moon, Christina L., DOC# 99- 0087870; Lambert, Margaret J., Death Certificate; Jeffries, Marvin & Gudron Tr Of Revocable Living Tr, DOC# 03- 122406; JDFIU Radio LLC, DOC# 2011 - 16733; RLB Investments LLC, DOC# 2007- 131952; Cross Timbers Community Church , DOC# 2007 - 131952; Northstar Bank Of Texas, DOC# 2007 - 83424; Northstar Bank Of Texas, DOC# 00- 00015303; Burkett, Adam C., DOC# 04 -5898; Denton, City Of, V.572, P.262; 4th Frame LLC, DOC# 2012 - 136025; Raesz, Chris, DOC# 01- 121195; Caralinda Partners III L., DOC# 97- 0090083; St. Andrews Presbyterian Church, DOC# 04- 97677; St. Andrews Presbyterian Church, DOC# 00- 59232; 220 West Oak Partners LLC, DOC# 2014 - 79981; Brown, Scott, DOC# 97- 0047097; Denton, City Of, DOC# 77003368; Denton, City Of, V.261, P.407; Burt, Sun Tok, V.2173, P.494, P.502; Ennis, Billy M. & Anna, DOC# 97- 51215; Ennis, Bill M., DOC# 99- 0044875; Ennis, Billy M. & Anna, DOC# 96- 0045250; Venables, Barney James & Cynthia C. Tr Of Venables Rev Trust, DOC# 2011 - 86760; OMLCP LP, DOC# 2009 - 60155; General Telephone Co., V.579, P.561; First Security Bank, NA, DOC# 2011 - 120571; Darby Real Estate Partnership, DOC# 2008 - 109603; Famin Corporation, DOC# 2006 - 59275; Bancroft, Christopher, V.2032, P.58; Arab, Al Karim P. & Rozina A., DOC# 98- 0071394; DIYAA Adventures LLC, DOC# 2009 - 144514; Hammett, Gary W., V.2155, P.173; Greater Denton Arts Council, V.2889, P.774; all of the tracts of land located in the H. CISCO SURVEY, ABSTRACT No. 1184 conveyed to the following land owners with their respective recording data, Volume (V.) and Page (P.) or County Clerk's Document Number (DOC #): Stockard, G. E.; Storrie, Robert C., Jr., Trustee, V.361, P.485; Storrie, Robert C., Jr., Trustee, V.420, P.191; Storrie, Robert C., Jr., V.613, P.6; Storrie, Robert C., Jr., Trustee, DOC# 84- 27745, & V.694, P.511; Storrie, Robert C., Jr.; Ramarson Partners LLC, DOC# 2009 - 100378; Andaman Group LLC, DOC# 2014 -2326; Denton Elks Lodge, V.2137, P.677; Vibe Investment Partners LLC, DOC# 2009 - 81473; Luxie LLC, DOC# 2011 - 25618; Storrie, Robert C., Jr.; Frontier Waterproofing Inc., DOC# 2008 - 122764; Denton Publishing Co., V.1482, P.205; Chident Holdings LLC, DOC# 2014 -5991; Burgoon, Weldon & Joy, V.3167, P.243, P.247; Burgoon, Weldon, V.497, P.37; Warehouser Of Denton LP, DOC# 2006 -6134; Dallas Area Rapid Transit, DOC# 2010 - 43179; Redi Mix Inc., DOC# 95- 0036084; Redi Mix Inc., DOC# 93- 0048556; Locklin, George, Jr.; Locklin, George, Jr., V.975, P.282; Woodson, D. C. & Arvella, V.479, P.415; Denton, City Of; Kamy Real Property Trust, DOC# 2014 - 44830; Denton, City Of, DOC# 2008 -1968; Purvis Industries LTD, DOC# 2014 - 26942; Bread Building LLC, DOC# 2009- 86196; Lone Star Gas Co., V.626, P.398; Loveless, W. M., V.412, P.196; Collision Works Of North Texas LLC, DOC# 05- 120322; Starnes Rentals LLC, DOC# 05- 42445; KB Properties, DOC# 98- 0052976; Starnes Rentals LLC, DOC# 05- 42444; Denton, City Of, DOC# 00- 0027238; Denton, City Of, DOC# 00- 119948; Romskog, Kevin, DOC# 2008 - 116767; Admire, Inc., DOC# 2006 - 63793; Denton, City Of, DOC# 01 -6779; Estrada, Sergio R. & Ramirez, Concepcion H., DOC# 05- 56922; Gohlke, Gene A., V.1776, P.0084; JWKW Real Estate Inc., DOC# 2009 - 69655; Denton, City Of, V.2902, P.950; Dealers Electrical Supply Corp., V.1116, P.963; DSM Partners I LTD, DOC# 2014 - 49312; East Hickory VI LLC, DOC# 2009 - 122728; Transit Center Inv. LC Eta[, DOC# 2011 - 124992; Pensco Trust Co & Transit Center Investments LC, DOC# 2010 - 43945; Arrington, Virgle L., Acct Combined; Denton, County Of, DOC# 2013- 1264; Dave & Dave LTD CO., DOC# 97- 0050767; Prout, Edward C., DOC# 2014 -2872; Prout, GA2014TEGALSWENTON MSD 890 ACAOC PG 6 OF 11 Satorn B., DOC# 2014-2871; Second Hand Sports & Game Swap LLC, DOC# 2012-64185; Baish, Joshua A., DOC# 99-0106741; Trinity Mining & Construction Equipment Inc., DOC# 2013-43705; Green, D. Edward, DOC# 02-118031; Green, D. Edward, DOC# 02-118033; Baker Family Partners LTD, DOC# 96-0020890; Baker Family Partners LTD, DOC# 96-0030890; Jodo Co, LLC, DOC# 2014-19461; Trinity Utility Structures LLC, DOC# 2013-43705; Cohagen, Joan Trustee, Cohagen Living Trust, DOC# 02-55821. Said 889.794 acres of land being more particularly described by metes and bounds as follows: BEGINNING at a point at the intersection of the Southwest right-of-way line of Dallas Drive (a variable width public right-of-way) and the North right-of-way line of Interstate Highway No. 35 E. (a variable width public right-of-way), and said POINT OF BEGINNING, being the East corner of the 0.905 acre tract of land conveyed to D.V.B. Family L.P., by the deed recorded in Volume 5144, Page 2472, of the Deed Records of Denton County, Texas; THENCE along the North right-of-way line of said Interstate Highway No. 35 E., as follows: 1. S 490 32'41" W 155.46 feet, to a point; 2. NORTHWESTERLY 204.75' feet, along said curve to the right, having a radius of 2989.00' feet, a central angle of 3055'29", and a chord bearing of N 79' 41' 14" W 204.71' feet, to a point at the end of said curve; 3. N 790 41' 14" W 3.00 feet, to a point; 4. N 730 47'24" W 404.09 feet, to a point; 5. N 820 47'44" W 881.93 feet, to a point; 6. N 760 07'49" W 312.69 feet, to a point; 7. N 700 09' 16" W 200.59 feet, to a point; 8. N 580 24' 06" W 219.06 feet, to a point; 9. N 800 06' 59" W 98.09 feet, to a point; 10. S 860 50' 36" W 200.69 feet, to a point; 11. N 760 01'00" W 600.00 feet, to a point; 12. N 870 19'35" W 101.98 feet, to a point; 13. N 760 01'00" W 300.00 feet, to a point; 14. N 660 05' 25" W 203.04 feet, to a point; 15. N 760 01' 00" W 400.00 feet, to a point; 16. N 800 48' 09" W 419.50 feet, to a point; 17. N 760 01'00" W 721.83 feet, to a point; 18. N 61 0 18' 04" W 58.00 feet, to a point; 19. N 770 34' 57" W 209.99 feet, to a point; 20. N 870 19' 18" W 105.00 feet, to a point; 21. N 800 59' 54" W 283.97 feet, to a point; 22. N 600 52' 54" W 100.44 feet, to a point; 23. N 530 24'23" W 198.00 feet, to a point; 24. N 820 38' 32" W 233.00 feet, to a point; 25. S 070 21'28" W 94.00 feet, to a point; 26. N 890 54'32" W 137.00 feet, to a point; 27. N 810 07' 32" W 128.50 feet, to a point; 28. N 790 25'32" W 220.00 feet, to a point; 29. N 300 52'32" W 64.00 feet, to a point; 30. N 750 36'07" W 154.51 feet, to a point, at the intersection of the West right-of-way line of Fort Worth Drive; THENCE along the West right-of-way line of said Fort Worth Drive, as follows: 1. N 240 18'25" E 70.00 feet, to a point; GA20MLEGALSWENTON MSD 890 AC.doc PG 7 OF 11 2. N 250 17'35" E 491.30 feet, to a point; 3. N 290 59' 55" E 83.50 feet, to a point; 4. N 030 32'40" W 74.79 feet, to a point; 5. N 590 19' 12" E 34.89 feet, to a point; 6. N 300 02' 17" E 60.77 feet, to a point; 7. N 260 57'39" E 100.17 feet, to a point; 8. N 260 32' 14" E 30.05 feet, to a point; 9. N 250 32' 15" E 333.90 feet, to a point; 10. N 240 54'37" E 424.46 feet, to a point; 11. N 220 57'59" E 185.00 feet, to a point; 12. N 210 36'20" E 149.49 feet, to a point; 13. N 170 32'32" E 332.74 feet, to a point; 14. N 21 ° 48' 33" E 158.28 feet, to a point; 15. N 000 49'33" E 202.70 feet, to a point, at the intersection of the South right -of -way line of W. Collins Street; 16. N 760 09'50" W 86.13 feet, along the South right -of -way line of W. Collins Street, to a point; 17. THENCE N 120 24' 29" E 71.95 feet, crossing said W. Collins Street, to a point, in the North right -of -way line of said W. Collins Street, at the intersection of the West right -of -way line of N. Carroll Boulevard; THENCE along the West right -of -way line of said N. Carroll Boulevard, as follows: 1. N 000 27' 34" W 165.43 feet, to a point; 2. N 240 26' 12" W 198.49 feet, to a point; 3. NORTHWESTERLY 603.92' feet, along said curve to the right, having a radius of 1487.74' feet, a central angle of 23 015'30 ", and a chord bearing of N 120 51'00" W 599.78' feet, to a point at the end of said curve; 4. N 000 10' 13" W 82.18 feet, to a point; 5. NORTHWESTERLY 468.41' feet, along said curve to the left, having a radius of 1770.96' feet, a central angle of 15 009'16 ", and a chord bearing of N 100 44' 14" W 467.05' feet, to a point at the end of said curve; 6. NORTHWESTERLY with a reverse curve 662.29' feet, along said curve to the right, having a radius of 2083.84' feet, a central angle of 18 012'35 ", and a chord bearing of N 09° 20' 37" W 659.51' feet, to a point at the end of said curve; 7. N 000 04'55" W 1662.91 feet, to a point; 8. N 890 44' 15" E 7.95 feet, to a point; 9. N 000 07'25" E 150.00 feet, to a point; 10. S 890 40' 55" W 4.50 feet, to a point; 11. N 000 07' 25" E 57.92 feet, to a point; 12. N 020 52' 47" W 110.15 feet, to a point; 13. N 170 37'47" W 62.85 feet, to a point; 14. N 000 32' 40" W 108.10 feet, to a point; 15. N 890 48' 18" E 8.00 feet, to a point; 16. N 000 13' 34" W 1224.08 feet, to a point; 17. N 000 31'31" E 614.79 feet, to a point; 18. N 890 36' 32" W 2.50 feet, to a point; 19. N 000 25'28" E 90.34 feet, to a point; 20. N 030 14'20" E 50.31 feet, to a point; 21. N 000 37' 12" E 1421.36 feet, to a point; 22. N 050 28'43" E 60.22 feet, to a point; 23. N 00° 18'27" W 320.34 feet, to a point; 24. N 000 37' 13" E 541.09 feet, to a point; GA2014TEGAMDENTON MSD 890 AC.doc PG 8 OF 11 THENCE S 890 25' 00" E 303.22 feet, crossing said N. Carroll Boulevard and running along the North boundary line of the tract of land conveyed to Bobby Lee Lindsey & Clarence Houston Lindsey, by the deed recorded in Volume 5123, Page 3385, of the Deed Records of Denton County, Texas, to a point, at the Northwest corner of said Lindsey Tract, lying in the West right -of -way line of Anna Street; THENCE S 780 46' 24" E 50.56 feet, crossing said Anna Street, to a point, at the Northwest corner of the tract of land conveyed to Howard Dewayne Taylor and Shirley Taylor, by the deed recorded in Volume 4356, Page 2576, of the Deed Records of Tarrant County, Texas; THENCE S 890 25' 00" E 326.30 feet, along the North boundary line if said Taylor Tract and also the North boundary line of the tract of land conveyed to Sarah L. Fisher, by the deed recorded in County Clerk's File No. 2013 - 80645, of the Official Records of Denton County, Texas, to a point, at the Northeast corner of said Fisher Tract, lying in the West right -of -way line of Bolivar Street; THENCE N 550 28' 31" E 52.56 feet, crossing said Bolivar Street, to a point, at the intersection of the East right -of -way line of said Bolivar Street and the North right -of -way line of W. College Street, also lying at the Southwest corner of the tract of land conveyed to Linda T. King, by the deed recorded in County Clerk's File No. 93- R0070075, of the Official Records of Denton County, Texas; THENCE S 890 59' 14" E 805.20 feet, along the North right -of -way line of said W. College Street, to a point in the East right -of -way line of N. Locust Street; THENCE along the East right -of -way line of said W. Locust Street, as follows: 1. S 000 19' 17" W 377.41 feet, to a point; 2. S 000 04'52" E 1388.58 feet, to a point; 3. S 000 06' 11" W 489.95 feet, to a point, at the intersection of the North right -of -way line of Hann Street; 4. N 890 45' 35" E 703.87 feet, along the North right -of -way line of said Hann Street, to a point, in the East right -of -way line of Oakland Street; 5. S 000 20'22" E 155.83 feet, along the East right -of -way line of said Oakland Street, to a point, at the intersection of the North right -of -way line of Withers Street; 6. N 890 38'22" E 815.80 feet, along the North right -of -way line of said Withers Street, to a point, at the intersection of the East right -of -way line of N. Bell Avenue; THENCE along the East right -of -way line of said N. Bell Avenue, as follows: 1. S 000 38'43" E 550.36 feet, to a point; 2. S 000 23' 40" E 555.49 feet, to a point, at the intersection of the Southeast right -of- way line of Mingo Road; THENCE along the Southeast right -of -way line of said Mingo Road, as follows: 1. S 350 07' 06" W 294.43 feet, to a point; 2. SOUTHWESTERLY 276.73' feet, along said curve to the left, having a radius of 448.00' feet, a central angle of 35 02330 ", and a chord bearing of S 170 25' 21" W 272.35' feet, to a point at the end of said curve; 3. S 000 16' 13" E 90.47 feet, to a point; 4. S 320 37' 15" E 11.85 feet, to a point, at the intersection of the North right -of -way line of E. McKinney Street; THENCE along the North right -of -way line of said E. McKinney Street, as follows: 1. S 870 45'48" E 533.29 feet, to a point; 2. SOUTHEASTERLY 84.78' feet, along said curve to the right, having a radius of 471.25' feet, a central angle of 10 018'26 ", and a chord bearing of S 820 36' 38" E 84.66' feet, to a point at the end of said curve; GA2014TEGALSOENTON MSD 890 AC.doc PG 9 OF 11 3. SOUTHEASTERLY with a reverse curve 152.60' feet, along said curve to the left, having a radius of 826.08' feet, a central angle of 10 °35'03 ", and a chord bearing of S82'46'34" E 152.38' feet, to a point at the end of said curve; 4. S 880 04' 05" E 1164.71 feet, to a point; 5. S 880 48'23" E 594.14 feet, to a point; THENCE S 000 36' 43" W 809.64 feet, crossing said E. McKinney Street and running along the East right -of -way line of S. Crawford Street, as follows: 1. S 890 58' 19" E 126.35 feet, to a point; 2. S 01 ° 14' 21" W 349.99 feet, to a point, at the intersection of the South right -of -way line of E. Mulberry Street; THENCE N 870 12' 23" W 72.55 feet, along the South right -of -way line of said E. Mulberry Street, to a point, at the intersection of the East right -of -way line of aforesaid S. Crawford Street; THENCE S 000 06' 57" W 237.62 feet, along the East right -of -way line of said S. Crawford Street, to a point; THENCE S 890 58' 36" W 500.39 feet, crossing said S. Crawford Street and running along the East right -of -way line of E. Sycamore Street, to a point, at the intersection of the East right -of -way line of S. Bradshaw Street; THENCE S 000 01' 46" W 678.11 feet, along the East right -of -way line of said S. Bradshaw Street, to a point; THENCE crossing said S. Bradshaw Street, and running along the South right -of -way line of E. Prairie Street, as follows: 1. N 890 53'46" W 1493.46 feet, to a point; 2. N 880 28'04" W 98.97 feet, to a point; 3. N 890 50' 37" W 1096.47 feet, to a point, at the intersection of the East right -of -way line of S. Bell Avenue; THENCE along the East right -of -way line of said S. Bell Avenue, as follows: 1. S 000 05' 19" W 610.75 feet, to a point; 2. SOUTHWESTERLY 207.16' feet, along said curve to the right, having a radius of 433.89' feet, a central angle of 27 021'22 ", and a chord bearing of S 130 47' 28" W 205.20' feet, to a point at the end of said curve; 3. S 270 29'32" W 795.31 feet, to a point; 4. SOUTHEASTERLY 234.14' feet, along said curve to the left, having a radius of 236.01' feet, a central angle of 56 050'39 ", and a chord bearing of S 000 55' 47" E 224.66' feet, to a point at the end of said curve, and the intersection of the Northeast right -of -way line of Dallas Drive; GA2014TEGALMDENTON MSD 890 AC.doc PG 10 OF 11 THENCE along the Northeast right-of-way line of said Dallas Drive, as follows: 1. S 450 00'34" E 106.97 feet, to a point; 2. S 460 32'20" E 261.86 feet, to a point; 3. S 430 58'02" E 1431.17 feet, to a point; 4. S 470 4309" E 1474.25 feet, to a point; 5. S 480 40'29" E 321.88 feet, to a point; 6. S 470 09'02" E 246.52 feet, to a point; 7. S 470 50'33" E 2578.02 feet, to a point; 8. S 470 50'33" E 218.83 feet, to a point; THENCE S 550 30' 11" W 168.77 feet, crossing said Dallas Drive, to the POINT OF BEGINNING, containing approximately 889.8 acres of land. This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interest implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. GA2014TEGALMDENTON MSD 890 AC.doc PG 11 OF 11 =Tv, � i 0 A d +11 .9.11 Nj " PAGE 1 A RITTAIN & RAWFO: LAND SURVEYING & TOPOGRAPHIC MAPPING (817) 926 -0211 - METRO (817) 429 -5112 FAX No. (817) 926 -9347 P.O. BOX 113]4 + 3908 SOUTH FRE WAY FORT WORTH, TEXAS 76110 �� - -_— EMAIL: od,110brittaln- crowford, om i WEBSITE: www.brittain- crowford. o SURVEYOR: BRBTAIN & CRAWFORD, UUC. 3998 SOUTH FREEWAY '- SHAD OAK Tart 8179 60211 6 „9 TEL 81] 9260211 hffp /AVww.br ,I,- cr.3tafordcam 2 1 Q W SHEET 1 Q z 0 z TRA ST (D ,) o W 0 _ = (D a o z _ z 23218 z3z46 23255 3265 23273 O O / j —.... _.. 0 / OPKI SHI LAD N O W 23296 3305 3313 23320 U) 28355 28360 364 83J1 8378 8384 28388 8350 z85e4 SCALE 1 "= 400' HIP 28342 - - - -- 28613 DRAWING PREPARED: - NOVEMBER 2, 2014 557 8555 855. 28544 28611 LAST REVISED: / 8641 V 8561 REVISIONS: � 28525 2 33 8538 8540 z 244881 WIN PH 8606 8588 516 �-" 8493 86o5 8700 DRAWN BY KG 458 28 28497 8487 2860 28709 CHECKED BY JLB o8 28SO So> 4 - 7 848o 8603 DWG: M -GEO DEN FON.dwg HO AY INN 8472 8602 CRD: MGEO DENT.CRD 17 ADD °-309 `�7 TOWNSHIP2 PH2 8464 86o0 _ Z ���� ,5''171 8455 EotFENrON 12 RkE ODN 121064 8448 O - - - - -- -_mac 34433 �11� 86869 440 8433 EXHIBIT MAP OF: z 4� 1 DINT F BE INNING 2659 CITY OF DENTON MUNICIPAL SETTING �- DESIGNATION AREAS O °953° LOCATED IN THE CITY OF DENTON DENTON COUNTY, TX o >- 27313 28194 PREPARED: NOVEMBER 2, 2014 8193 V J. MCG(DWAN 8195 S�, REVISED: December 9, 2014 N (� PAGE 2A BRITTAIN & CRAWFORD LAND SURVEYING & TOPOGRAPHIC MAPPING (817) 926 -0211 - METRO (817) 429 -5112 N FAX No. (81 7) 926 -9347 JE ADD P.O. BOX 11374 . 3908 SOUTH FRE WAY 3 z7596 FORT WORTH, TEXAS 76110 EMAT m- t or dm® 27594 WE ITE w �3- r . o m 4a56 161476 SURVEYOR: 35660 BRITTAIN 8 CRAWFORD, LLC. 3908 SOUTH FREEWAY SIMM SAD N 4201 Fortwom,,T -76,10 TEL 8,]92602„ 32535 82372 0 5 m aoram 1 9.3135 pw ,5651 380 KL 15 137+ i565z 274 86 m ~ 5j6 3 LEX R BER7SO AD 362 LI C L 2 ^ m 66 m m m W 27189 d- �o rn O ON T RAI '" — ....... —... — ........ —... N 6 N O^ 0 �.. „56,6 ° m m m o w^ LEN 3562 r rn m Z 00 O� m 0 � F) 35646 sz ss m m 794 - 35642 ID 36246 m m 650 m � 35645 3564 648 35648 � -Z 0 rn �i V �7 /no 13133 U) 37140 W EDACRE4 756zo O 360 Q 3133 12zo61 33356 � � N ^• 0 26805/ F, 33355` C Z WOODE ACRES ry � Z 33371 w O a 28 10 881 DENTON STAT( N PHASE ONE 77 O -N& TON STATION ✓O 3151 ui 333 SOS �, 3i46 U) 284412 O 1o6187 333 84 82811 —I 117211 4847 SCALE 1 "= 400' Q OA O SUNBURST PLAC TW 68 61 o DRAWING PREPARED: ATSAT DENTON 7777 qq NOVEMBER 2, 2014 DENTON ST 28 132301 ONE 33342 LAST REVISED: / V \ — $z$ REVISIONS: � \\� z NTON 243047 77�� WWOLLDRAWN BY KG OO � '1177 $5S CHECKED BY JLB WOODHILL SC UAREADDN DWG: - M -GEO DENTON.tlwg CRD: MGEO DENT.CRD 7 243046 GEOIDENTON Z 0 94372 6088 EXHIBIT MAP OF: 968 WC- 3221LL CITY OF DENTON w 237008 CEPN1 Q CENTRE P 237010 MUNICIPAL SETTING S 16o8 6 16o88 �L -� DESIGNATION AREAS .. 15467 LOCATED IN THE CITY OF DENTON 0 Z7 4\ 154674 1 DENTON COUNTY TX �- \ \ \ �� TEASLE LAZ DDN C'Tirea (� 3 -L12 - -_ 121 PREPARED: NOVEMBER 2, 2014 t»,,, REVISED: December 9, 2014 N 30075 PAGE 2B -• -�. 66 L1 o 8 • . 30079 3 3 2 27230 35714 5682 361885 , 2�7,6»0� 9 3oo68 06213 35684 30083 498438 35688 576 '981 27248 N m 3577J/ 30089 0 35711 35710 35690 i j64 TOZONi 121472 Q' m m 6 185353 7 EAGLE VILLAGE ADDITION C 2OL?UINT 35709 6 6 201506 r 0 0 0 o o o 35700 35766 A L47 Co r, m m n � m m 35698 5620 620 30111 3oo6o COWN3_ $T -. _ T--- vw O N h 62c 633 32= 161474 C46 N 35715 m �n m m 573 161475 161. 6 1 'f" 3627 35716 m 35748 6 -1 36237 A�s 36334 3 74 622 v 35741 z o AL 3574 36233 35757 6283 35717 173324 35738 12844 EXCHANGEA��V2�RT(�H�T S 269522 y- 35736 6215 o m N N 628 6275 35743 36213 ;A 621 111272 1015 ry 6288 36273 35718 35740 V 111273 35751 �tia �ti 36291 36296 35755 �bti� �^ v 36293 161500 0 3WS3 36438 36238 36883 81917 36820 36436 36435 36867 6827 35719 36433 529892 36823 - -- -- �O� o`� p o 36824 —... - r co o..... 529893 �`' " 84 ONO 2 m 0°0 0coo D Q P 0O 6863 m P - -- qO� I GE OFFICEIPA"ftK4 &MINI STORA E 36426 3686 36890 v 583722 CYP ESS CAMPUS /i T DENTON STATION 67 36893 56 �PpO� 3V� 2 107324 L38 L3 /i 5597 D37 6 L z 8S - - - -- CYPRESS CAMPUS fii L34L36 L35 331266 L33 — — IN{NAIN ST O m 27205 209329 INM 0 N I N IdQJ N N 41 AGLE POINT SHOPPING CENTER ADDN ^1 v 220480 A6 HILL 2]1U6C 524324 k3 2432 CAMPUS HOUSI NGADDN COMPASS BANK THE RETREAT AT DEI, 201 -201 suNRIS 160990 _ _ _. 46856o E Lao 27407 NTER T I- -\ \LZ X29 8 64436446 GREENHOUSEADDN 248376 -- C�>' 121418 310 OYRINEY �-- INS JRANCE A 248356 36 09 - -- — --- 2 — --- --_____ U o ACI D N ° 301840 - - - - -- _ - - - - --------- -- -_ - - - - -- 1 L-245 - - 43 ----- -- 36950 137410 ---- ______-- -_._ . 225515 86822 _L 16 - - - -- 166792 87395 _ -- - �... -.-._ � - >�._ •�„ � `_ ��...- 202510 z14zo 121114 21417 — .......... _._.._.. Y' 156582 7 X5658; 21433 214 1 21424 �-� / PAGE 4A 76223 BRITTAIN & CRAWFO LAND SURVEYING & TOPOGRAPHIC MAPPING (817) 926 -0211 – METRO (817) 429 -5112 TAX No. (817) 926 -9347 P.O. BOX 11374 + 3908 SOUTH FIRE WAY FORT WORTH, TEXAS 76110 EMAIL: odmin ®brittoin –c —ford. o WEBSITE: w— bEttain– c —f,,d. o SURVEYOR: BRITTAIN & CRAWFORD, LLC. 3908 SOUTH FREEWAY Fort ,Texas 76110 TEL 817 926 0211 hfp / /— bntlain-uaMad .. 2=711 .. t4 ' 76zz3 � ............. / \ /. \`Z 76z23 — ...... —... —...— __ v/ / O W owo �Q'^J 33809 .T. V —T T, 33818 I O PT ro w L8742 I Z O 338zo i O 3830 N P N x 277 28 36 3828 o W �D w / R+ IN^ T� OOA 3851 33821 L82 N 33831 165078 SCALE 1 "= 400' Q 33833 ell 27988 DRAWING PREPARED: per, NOVEMBER 2, 2014 44 I o- ) 27985 — LAST REVISED: 835 / 982 165513 U REVISIONS: 42 - - -- _ ,� � n98i 7 33822 L 3182 5 DRAWN BY KG CHECKED BY: JLB zz 33838 33159 114855 Q= ^�i MGEO DENTON.dW9 Q� CRD: MGEO DENT.CRD 0� z z 8 � � EO \OENFON Do O r 1 O 1" 33872 EXHIBIT MAP OF: ~ 33876 CITY OF DENTON w MUNICIPAL SETTING 0 3159 219104 0 �' 33i69 DESIGNATION AREAS 0 i i LOCATED IN THE CITY OF DENTON 154 33162 DENTON COUNTY, TX o >- 68 PREPARED: NOVEMBER 2, 2014 ' L87 m RDNER ( REVISED: December 9, 2014 N V PAGE 4A Course Bearing Distance L79 S oo °o6'11" W 489-95' L8o N 89045'35" E 703-87' L81 S 00020'2211 E 155-83' L82 N 89038'2211 E 815.80' L83 S 00038'4311 E 55o.361 L84 S 00023'4o" E 555-491 L85 S 5007'o6" W 294-43' L86 Rad:448.00' Tan: 142.94' Chd: S 17025'21" W Arc: 276.73' CA: 35023'30" 272-35' L87 S oo 01611 " E 0.47' L88 S 32037'1511 E 11.85' L89 S 87045'4811 E 533.29' L90 Rad:471.25' Tan: 42.50' Chd: S 8203613811 E Arc: 84.78' CA: 1o° °18'26" 84.66' L91 Rad:826.o8' Tan: 76.52' Chd: S 82046'3411 E Arc: 152.6o' CA: 10035'03" 152.38' L92 S 88 004'05" E 1164.71' L93. S 88048'2311 E 594-14' L94 Soo° 6'4 " W 80 .64' L95 S 89058'1911 E 126-35' L96 S 01 °14'21" W 4 ' L97 N 87012'23" W 72.55' L98 S oo0o6'57" W 237.62' L99 S 8905813611 W 500-39' L1oo S 00 001'46" W 678.11' L101 N 89053'4611 W 1493-461 L102 N 88 028'04" W 98-97' L1 o3 N 89050'37" W 10 6.47' L104 S 00005'19" W 610.75' L105 Rad:433.89' Tan: 105.59' Chd: S 13047'28" W Arc: 207.16' CA: 27021'22" 205.20' L1o6 S 27029'32" W 795-31' L107 Rad:236.o1' Tan: 127.72' Chd: S 00 °55147" E Arc: 234.14' CA: 56050'39" 224.66' L1o8 S 45000'3411 E 1o6. 7' L10 S 46032'2011 E 261.86' L110 S 43058'0211 E 1431-17' L111 S47043 'o " E 1474.25' L112 S 4804012911 E 3 21.88' Ll 13 S 47009'0211 E 246.52' L114 S 47050'33" E 2578.02' L115 S 47050'3311 E 218.83' L116 S55030 1 11" W 168.77' BRITTAIN & CRAWFO. LAND SURVEYING & TOPOGRAPHIC MAPPING (817) 926 -0211 - METRO (817) 429 -5112 FAX No. (81]) 926 -934] P.O. 80X 113]4 * 3908 SOUTH ERE WAY FOR WORTH, TEXAS 76110 EMAIL: admin ®brittaln- Crawford. om SURVEYOR: BRITTAIN & CRAWFORD, LLC. 3998 SOUTH FREEWAY Fort Worth, T- 76119 TEL 817 9269211 htlp /AVww.br ,I, -cr ordcam 4 EE t] Q V z W SHEET 5 Q CALLS z 0 Q z J SCAIE _ U) 0 41 V z +---- ��W U) J SCAIE _ ^Q {� DRAWING PREPARED: NOVEMBER 2, 2014 LAST REVISED: REVISIONS: V z DRAWN BY KG CHECKED BY JLB DWG: NEGEO DEN FON.dwg CRD: MGEO DENT.CRD 7 EO \OENTON F 0 EXHIBIT MAP OF: H CITY OF DENTON w MUNICIPAL SETTING 0 DESIGNATION AREAS LL 0 LOCATED IN THE CITY OF DENTON DENTON COUNTY, TX o >- PREPARED: NOVEMBER 2, 2014 REVISED: December 9, 2014 N (� malmom Course Bearing Distance L1 S 4 ° 2'41" W 155-46' L2 Rad:2989.00' Tan: 102.42' Chd: N 7 °41'14" W Arc: 204-75' CA: 3 °5529" 204.71' L3 N 7 °41'14" W .00' L4 N 7 °47'24" W 404-09' L5 N 82* 47'44" W 881-93' L6 N 76 °07'4 " W 312.691 L7 N 70 0 '16" W 200-59' L8 N 58 024'06" W 21 .06' L N 80006'5 " W 98.09, L10 S 8605013611 W 20o.691 L11 N 76 °01'00" W 600.00' L12 N 87 19'35" W 101. 8' L1 N 76 °01'00" W 00.00' L14 N 66 005'25" W 203-04' L15 N 76 001'00" W 400.00' L16 N 80048'09" W 419-50' L17 N 76 001'00" W 721.83' L18 N 61 018'04" W 58.00' Lig N 77034 1 57 if W 209.99' L20 N 87019'18" W 105.00' L21 N 80059'54" W 283.97' L22 N 60 052'54" W 100.44' L23 N 53024 12 " W 198.00, L24 N 82038'32" W 233.00' L25 S 07 021'28" W 4.00' L26 N 89054'32" W 137-00' L27 N 81007'32" W 128.50' L28 N 79025'32" W 220.00' L29 N 30052'32" W 64.00' L o N 75036'07" W 154.51' L31 N 24 018'25" E 70.00' L32 N 25017'3511 E 491-30' L33 N 29059 155" E 83-50' L4 No °2'40 "W 74-79 1 L5 N59019'1211 E 4.8' L36 N 0002'17" E 60.77' L37. N 26057'39" E 100.17' L38 N 26032'1411 E 0.05' L39 N 25032'1511 E 0' L40 N 24054'37" E 424-46' L41 N 22057'5q" E 185.00' Course Bearing Distance L42 N 21'36'2o" E 149-49' L4 N 1j 2' 2" E 2.74' L44 N 21048'3311 E 158.28' L4 N 00049'3311 E 202.70' L46 N 76 00 ' o" W 86.131 L47 N 12 24'2 " E 71-95' L48 N 00 27'34" W 165-43' L49 N 24026'12" W 198-49' L50 Rad:1487.74' Tan: 3o6.18' Chd: N 12051'00" W Arc: 603.92' CA: 23 015'30" 599-78' L51 N 00 10'1 " W 82.18' L52 Rad:1770.96' Tan: 235.58' Chd: N 10 044'14" W Arc: 468.41' CA: 15 009116" 467.05' L53 Rad:2083.84' Tan: 333.96' Chd: N 09020'37" W Arc: 662.29' CA: 18 012'35" 659-51' L54 N 00 004'55" W 1662.91' L55 N 89044'1511 E 7.95 1 L56 N 00 007'25" E 150.00' L57 S 89040'55" W 4.50' L58 N 00 007'25" E 57.92' L59 N 02052'47" W 110.15' L6o N 17037'47" W 62.85' L61 N 00032'40" W 108.10' L62 N 89048'1811 E 8.00' L63 N 00013'34" W 1224.08' L64 N oo° 1' 1" E 614-79' L65 N89036'32" W 2.50' L66 N 00 025'28" E 90-34' L67 N 03014'2011 E 50-31' L68 N 00037'1211 E 1421.361 L69 N 05028'4311 E 60.22' L7o N 00 °18'27" W 320-34' L71 N 0.0037'1311 E 541-09' L72 S 8 025'00" E 303.22' L73 S 78 046'24" E 50.56' L74 S 8 °25'00" E 326.3ol L75 N 55028'3111 E 52.561 L76 S 89059'1411 E 805.20' L77 S 00019'17" W 77.41' 178 S 00 004'52" E 1388-58' BEARING BASE: THE BEARINGS SHOWN HEREON ARE STATE PLANE GRID BEARINGS (NAD 83) FOR THE TEXAS NORTH CENTRAL ZONE (4202) BASED ON rHE GIS DATA SETS AND AERIAL PHOTOGRAPHY. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: DCA14- 0009d, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM/ ACM: John Cabrales, Jr. Date: March 3, 2015 SUBJECT Continue a public hearing and consider adoption of 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 (DCA14- 0009d). The Planning and Zoning Commission recommends denial (4 -3). A super inajority vote by City Council is required to adopt a motion to approve this ordinance. 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 City of Denton Page 1 of 5 Printed on 2/27/2015 File #: DCA14- 0009d, Version: 1 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 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 Laboratory, 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). This item has been heard on six separate agendas before both the P &Z and City Council. The initial presentation of the clean and redline draft ordinances occurred during a joint public hearing on December 16, 2014. On that date, the P &Z closed their public hearing, but delayed action as an Item for Individual Consideration and City Council continued their portion of the public hearing. On January 6, 2015, City Council again continued their public hearing and on January 7, 2015, the P &Z further delayed their action. The delays provided City staff with an opportunity to address questions raised by the general public, the P &Z, and City City of Denton Page 2 of 5 Printed on 2/27/2015 File #: DCA14- 0009d, Version: 1 Council during the December 16, 2014 public hearing. The questions were researched and answers were provided to both the City Council and P &Z. In addition, the responses were published to the City's website for public viewing. City Council again continued their public hearing for DCA14 -009 during their January 13, 2015 meeting. This continuation was not date specific and instead was continued to an event certain. The specific event was the receipt of P &Z's recommendation report. The P &Z once again had an agenda item for DCA14 -0009 and delayed their action during the January 21, 2015 meeting until their February 4, 2015 meeting. Additional questions were raised by the public and various P &Z Commissioners over the course of deliberation during the agenda discussions that occurred in front of both bodies. The responses to these additional questions were presented and discussed with P &Z during their closed session meeting posted for the February 4, 2015 meeting. These additional responses were also posted to the City's website for public viewing. In light of all the discussions, question and answer sessions, and deliberations by both bodies, the P &Z voted 4- 3 on February 4, 2015 to recommend denial of DCA14 -0009, as initially presented. The P &Z recommendation vote is forwarded as a report to the City Council for final action. Per the City of Denton's charter and state laws germane to general zoning regulations, the City Council provides that the affirmative vote of at least three - fourths (3/4) of all its members is required to overrule a recommendation of the City's P &Z that a proposed change to a regulation be denied. As such, any action by the City Council to adopt all, or portions of, the proposed ordinance amending Subchapters 5, 7, 16 and 22 of the Denton Development Code, or to make revisions to any of the presented ordinances, shall require an affirmative vote of at least three- fourths (3/4) of all its members. A copy of the draft minutes from the February 4, 2015 P &Z meeting are included as Exhibit 10. The minutes detail the wording of the motion and the subsequent discussions that occurred by the P &Z Commissioners. The motion was made by Commissioner Strange and seconded by Commissioner Connor. In making the motion, Commissioner Strange referenced his thoughts for the purpose of the revisions. While those ideas do not fully incorporate the reasons and details presented in this report, the commissioner also expressed concern that the ordinance revisions go further than the State's permitting requirements germane to oil and gas drilling and production activities. Commissioner Strange also shared his concern about the proposed ordinance's impact to vested rights and a potential takings claim. After both the 4 -3 vote and Future Agenda Items section of the agenda, several additional comments were proffered to describe the rationale behind the respective commissioner's actions. Commissioner Briggle asked about the responses provided in the question and answer documents and whether any recommendations for amending the presented ordinances will be forwarded to City Council. In addition, Commissioner Connor clarified that his position is not that he is opposed to the ordinance, but rather he mentioned the ordinance puts restrictions on business that can impact vested rights. Commissioner Connor summarized his concerns by stating he is worried about the long -term impact from lawsuits and putting restrictions on oil and gas companies. Finally, Commissioner Dudowicz agreed with Commissioner Connor and further stated he felt the current ordinance is "pretty tight with the added stuff to it," however, the new ordinance could be litigated against the City and wipeout the current ordinance along with any revisions. Commissioner Dudowicz was not willing to take the risk that a lawsuit would challenge the revised ordinance and result in the negating of other ordinances. PROPOSAL The proposed revisions are intended to remedy the impacts of gas well drilling in an urban environment, to City of Denton Page 3 of 5 Printed on 2/27/2015 File #: DCA14- 0009d, Version: 1 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. 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. OPTIONS 1. Uphold the P &Z recommendation for denial. 2. Overturn the P &Z recommendation by a 3/4 vote to approve as submitted. 3. Overturn the P &Z recommendation by a 3/4 vote to approve with conditions. 4. Continue the Public Hearing. 5. Close the Public Hearing and Table action on the item. RECOMMENDATIONS February 4, 2015 - The Planning and Zoning Commission voted 4 -3 to recommend DENIAL of DCA14 -0009. The Development Review Committee recommends APPROVAL of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On December 16, 2014, the City Council and Planning and Zoning Commission (P &Z) held a joint Public Hearing concerning ordinance amendments to Subchapters 5, 7, 16, and 22 of the Denton Development Code. City Council continued the public hearing to their January 6, 2015 meeting and P &Z closed their public hearing, but delayed action as an Item for Individual Consideration. On January 6, 2015, City Council voted 6 -0 to continue the public hearing for DCA14 -0009 to their next City of Denton Page 4 of 5 Printed on 2/27/2015 File #: DCA14- 0009d, Version: 1 meeting. On January 7, 2015, P &Z voted 7 -0 to delay action on the Item for Individual Consideration of DCA14 -0009 until their next meeting. On January 13, 2015, City Council voted 7 -0 to continue the public hearing for DCA14 -0009 to an event certain, which is the meeting following receipt of a recommendation report from P &Z. On January 21, 2015, P &Z voted 7 -0 to delay action on the Item for Individual Consideration of DCA14 -0009 until their next meeting. On February 4, 2015, P &Z voted 4 -3 to recommend DENIAL of DCA14 -0009, as presented. On February 17, 2015, City Council voted 7 -0 to continue the public hearing for DCA14 -0009 to March 3, 2015. EXHIBITS 1. Table of Revised Ordinances 2. Clean Ordinance and Redlined Draft of DDC Subchapter 22 3. Clean Ordinance and Redlined Draft of DDC Subchapter 7 4. Clean Ordinance and Redlined Draft of DDC Subchapter 16 5. Clean Ordinance and Redlined Draft of DDC Subchapter 5 6. Clean Ordinance and Redlined Draft of DDC Subchapter 22A 7. Fee Ordinance 8. Public Responses to CC and P &Z from Dec 2014 meeting 9. Public Responses to Additional Questions from PZ and the Public 10. Draft Minutes of the February 4, 2015 P &Z Meeting Respectfully submitted: Brian Lockley, AICP, CPM Planning & Development Department Director Prepared by: Darren Groth, AICP, CPM, REP Gas Well Administrator City of Denton Page 5 of 5 Printed on 2/27/2015 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 10 Draft Minutes of the February 4, 2015 P &Z Meeting 1. ITEM FOR INDIVIDUAL CONSIDERATION: A. Consider making a recommendation to City Council regarding 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. (DCA14 -0009, Development Code Amendments, Darren Groth) Reece introduced Munal Mauladad, Assistant Director of Planning and Development. Mauladad stated Groth will provide a brief synopsis of this item. Groth stated this item is carried over from the December 16, 2015, Joint City Council Planning and Zoning Commission meeting. He stated there were several questions discussed during that meeting. The ordinance was posted after the meeting, comments were received, and drafted into a Question and Answer form, which was later placed on the City of Denton website. He stated he doesn't have a presentation since this is a continued item. Strange stated this Commission and staff have worked on this item for a while now. The ordinance came before this Commission to clean up the definitions. He stated over the last few months there have been numerous additions to the ordinance. Then there was the request for a moratorium. Throughout that process this Commission has expressed their concerns that the City is binding them in this ordinance; because, it goes earlier than what the state requirements allow. He stated he also has concerns of the principles of vesting that the existing wells have. He stated the vested rights will go away. Strange stated he cannot support a motion for this item to move forward. He would motion to deny this item. Conner stated he would second the motion for denial. Briggle questioned if she could make a superior motion. Leal stated there are superior motions; such as to postpone the item to a date certain or to amend the motion on the table. He stated a counter motion is not allowed. Briggle acknowledged; she stated the vote will continue and if it fails then there can be another motion. Leal confirmed. Bentley stated he understands the concerns of Strange and Conner. He stated he has other issues that can be addressed if this item moves forward. This is a recommendation to City Council; this Commission is not the final decision of this item. Bentley stated he will not support the motion at this time to deny the item; he feels it needs to move forward. Taylor stated he remembers the process a little differently than Strange recalls the process. This revision came during the last revision that was in process. At the time of approval there were several items that were pushed off to be done in the future, and some were thought to have been completed administratively. He stated although the ordinance is not perfect, there are still good items in the ordinance that should be moved forward. He stated he also cannot support the motion to deny this request. Commissioner Jim Strange motioned, Commissioner Frank Conner seconded to deny this request. Motion carried (4 -3). Commissioner Jim Strange, aye, Commissioner Frank Conner, aye, Commissioner Frank Dudowicz, aye, and Chair Thom Reece, aye. Commissioner Amber Briggle, nay, Commissioner Brian Bentley, nay, and Commissioner Devin Taylor, nay. 2. FUTURE AGENDA ITEMS: Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the Planning and Zoning Commission 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. Mauladad stated staff will be providing a report in the future to discuss an outline to the plats, she stated it will be very brief, but will help this Commission understand the plats. Bentley stated the vote from Item for Individual Consideration 3A was a shock to a majority of this Commission. He stated this Commission has the power to reopen the item and postpone it to a date certain. Leal stated the vote was taken so the item is finished at this time. He stated Bentley is probably referring to a Motion for Reconsideration from Chapter 2 of the City code. He stated since this is a zoning item as well, the zoning law trumps the city code. The motion will now move forward to City Council. If they choose the option to vote for the ordinance over the recommended denial from this Commission then a Super Majority vote would be required. Briggle referred to the amendments that this Commission has; she questioned if they would be submitted to City Council in the backup materials. Leal stated no. Conner stated he doesn't have an issue with the ordinance. He stated it is the best attempt; however, it puts restrictions on businesses that can later get into a lawsuit. He stated he is concerned for the City's future. Dudowicz stated he agrees with Conner. He stated this would be putting this Commission into a place that the current ordinance is tight; there could be litigation against the City. Leal stated this discussion is not on the agenda. There was no further discussion. Chair Reece adjourned the Regular Meeting at 7:36 p.m. 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 Questions & Answers From Joint Planning and Zoning and City Council Meeting of December 16, 2014 Regarding Gas Well Ordinance Amendments Posted to the City Website What exceptions apply to consolidation permit requirements and how many applications are currently pending? Answer: The purpose of the proposed draft amendments is to require nearly all applications for new gas wells to conform to consolidation site standards. Exceptions to consolidation permit review are listed in Chapter 22, section 35.22.4.B.2. The principal exceptions are for gas well permits that were issued prior to the city's moratorium ordinance and remain in effect, and gas well permit applications that were pending prior to the enactment of the moratorium. What is the timeline to obtain a gas well permit? Answer: Since most gas well permits are requested on existing sites, the average timeline to obtain a gas well permit will likely be approximately 90 days. The estimate presented during the joint public hearing indicated approximately 145 days for a legislative review and approximately 120 days for an administrative review. These estimates, however, could be shortened if the applicant's response to staff review comments does not utilize the entire time allocation to as little as 80 -105 days, depending on the type of review needed. Do consolidation permit requirements apply in the extraterritorial jurisdiction (ETJ)? Answer: They apply indirectly, for gas well leases that straddle the city boundaries only. Because consolidation permit review applies to all land subject to contiguous mineral leases, gas well drilling and production sites in the ETJ may be considered for a consolidated site at the request of the applicant. If existing sites within city limits are constrained by protected uses, it may be to the benefit of all parties to locate a consolidated site in the adjacent ETJ. If so, the City and the operator could enter a development agreement outlining the respective obligations of the operator and the City. Describe the status of the U.S. Environmental Protection Agency (EPA) regulations for flaring, flowback, and green completions and identify whether the January 1, 2015 deadline is holding. Answer: The EPA New Performance Standards for Crude Oil and Natural Gas Production, Transmission and Distribution became effective on January 1, 2015. Further, on December 19, 2014, the EPA clarified and finalized some updates to its 2012 New Source Performance Standards for the oil and natural gas industry. The amendments respond to requests for clarification and issues raised in administration petitions for reconsideration but did not change the emission reduction green completions in the 2012 rules. The 12 -19 -14 updates: ➢ Provided additional detail on requirements of handling of gas and liquids during well completion operations; ➢ Clarified requirements for storage tanks; ➢ Defined low - pressure wells; ➢ Clarified certain requirements for leak detection at natural gas processing plants; ➢ Updated requirements for reciprocating compressors; and ➢ Updated the definition of "responsible official." The EPA identified two distinct stages of a well completion operation known as "flowback," with specific requirements for handling gas and liquids during each stage, including clarifying when green completion equipment must be used. The initial flowback stage extends from the beginning of flowback and ends when it is technically feasible for "green completion" equipment to function. The next stage is separation flowback and in this stage, special equipment separates gas, liquid hydrocarbons, and water that come from the well. Wells subject to green completion requirements must begin using green completions no later than Jan. 1, 2015. Wells not subject to these requirements, such as exploratory wells, must flare the gas during separation. Are open pits prohibited? Answer: The city did enact provisions in Ordinance 2013 -014, dated January 15, 2013, prohibiting open pits and requiring closed -loop mud systems. No new open pits have been installed since this date. Can the City prohibit compressor stations? Answer: No, cities cannot prohibit compressor stations. Compressor stations are facilities located along the U.S. interstate natural gas pipeline network. They compress natural gas to a specified pressure, thereby allowing it to continue traveling along the pipeline network to the intended recipient. The entity that builds the compressor station is considered a "utility provider" with condemnation powers under the Texas Utilities Code. Compressor stations are built in accordance with the safety standards as they appear in the U.S. Pipeline Safety Act. They are generally regulated by the state and federal government, not by municipalities. The City may enact regulations that address aesthetics and other land use issues without violating federal or state law. However, the City may not "zone out" a utility provider from locating a compressor station in the city. The City does regulate setbacks for compressor stations from protected uses. Can the City conduct air and water quality monitoring? Answer: Cities may conduct, and pay for, air and water monitoring. Are the production monitoring inspections surprise inspections or not? If not, can we require that the inspections be surprise inspections? Restaurants and daycare and other businesses have surprise inspections. Why should Gas Well Production Sites be different? Answer: Some businesses are generally open to the public, and members of the public entering on these premises are deemed "invitees." Since these businesses are open to the public at large, so too can inspectors enter on the premises for purposes of conducting inspections. This is not true with Gas Well Production Sites. Members of the public are considered "trespassers" and are not allowed upon these premises. These sites are fenced and usually locked to deny admittance to the site, for reasons of safety and because the general public is not being provided an opportunity to purchase goods or obtain services. While the proposed ordinance revisions at Section 35.22.11 assert that any third party performing Gas Well Production monitoring shall have the same right of entry upon the site as the Gas Well Inspector, nothing in the city's ordinance changes the requirement that a city must gain proper authority to enter a premise to which it is denied access, including by presentation of a locked site. Gaining access under these circumstances requires consent of the owner or an administrative warrant issued by a judge. What remedies are available in the event an operator is found to have malfunctioning equipment during the course of production monitoring? Answer: Section 35.22.11 addresses remedies in the event an operator is found to have fugitive emissions from equipment at a drill site. The primary objective is to require correction of any malfunctioning equipment which is causing the emissions. The City shall notify the operator in writing, as well as state and federal regulatory agencies having jurisdiction to regulate these issues. In the event a state or federal agency issues 2 or more notices of violation per well or drilling and production site during any 12 -month period, within 30 days of the second notice, the operator shall submit to the City a Leak Detection and Compliance Plan with elements as described in the proposed ordinance, including installation or repair of equipment, the submission of a response plan, and the provision of quarterly reports including the evaluation of potential impacts to air, soil, surface water and groundwater. What efforts are underway to promote public education of gas well activities in Denton? Answer: Recent modifications to the Gas Well Inspections Division's website ( www. cityofdenton .com/gaswellinspections) provide a useful tool to educate the general public about gas well activity. The site contains a user - friendly Main Page with simple icons for ease of use and contact information for both division staff members and a 24 -hour hotline (940- 349- 8GAS). A press release highlighting the changes was recently forwarded to various media outlets for publication to assist spreading the word. A one -page fact sheet flyer will summarize the City's gas well program, contacts at the local universities will be used to assist with public outreach, and the City will apply for an Excellence Award from the Texas Municipal League. In addition, home owner associations will be contacted with the intent of spreading notices to help inform citizens about the various methods to obtain gas well activity information. What are the current notification requirements for a well blowout? Answer: The Fire Code requires the fire code official be notified of any unauthorized discharges of hazardous materials under Section 2703.3.1. Additionally, the emergency response plan has a section that specifically addresses emergency notification of public safety personnel during any type of incident. This document is required for any hazardous materials operations and must be submitted to obtain a drilling permit. Emergency notification is made through 911 though it is conceivable notification would be made telephonically with the Fire Marshal. What notification and disclosure requirements are in the draft Gas Well Ordinance amendments that will alert homebuyers that there are gas wells nearby? Answer: A new subsection "E." is proposed to be added to Subsection 35.16.7 that provides the following notification and disclosure requirements: 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: 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. Finally, in Section 35.22.8.C.3, the size of the sign that is to be displayed at each Drilling and Production Site has increased so as to provide better visibility. In addition, the sign will now need to include language that the Site may be subject to future drilling and production activity. What standards are in place for reverse set - backs, where an application is made for a residential subdivision or other surface development before any existing gas well drilling and production site has been designated as a consolidated site? Answer: There are no provisions in the draft gas well amendments that address this circumstance. This means that a surface developer could locate the development 300 feet from an existing gas well site, which then could not be designated as a consolidated site thereafter. This should encourage gas well operators to apply for consolidated sites at the earliest opportunity following enactment of the consolidated site regulations. Why not amend the consolidation permit section to provide that appeals from the gas well administrator go directly to the City Council, not the Board of Adjustment? What procedures and standards govern Board decisions? Answer: Chapter 22 permits are deemed to be part of the City's zoning regulations. Under Tex. Loc. Gov't Code, chapter 211, an appeal from an administrative decision by statute must be made to the Board of Adjustment. The Board is a quasi-judicial body, which means that it is vested with greater discretion to make decisions involving matters delegated to it by statute or by City ordinance. Nevertheless, the Board must make its decision on any matter within its jurisdiction under standards prescribed by ordinance. Appeals from gas well administrative decisions, variance requests and special exceptions, are governed first by standards generally applicable to any zoning issue, and further by special standards applicable solely to gas wells. These are found in Chapter 22, Section 14.A of the draft gas well amendments. Decisions of the Board must be made after a public hearing has been held. Six of the seven regular Board members (three - quarters majority) must agree to approve matters within the Board's jurisdiction. What are the remedies available to the City under the Initiative Ordinance banning hydraulic fracturing? Answer: We note that some misinformation has been circulated as to enforcement of the initiative ordinance and there have been suggestions that the City should arrest anyone violating the ordinance. The penalty provision of this ordinance is written, like all City ordinances, as a Class C misdemeanor. Class C misdemeanors are fine only offenses; therefore, neither arrest nor jail time are typically appropriate in the case of a Class C misdemeanor. Additionally, injunctive relief is available and may be appropriate. Should we increase the frequency of the Production Monitoring inspections such that all wells are inspected quarterly? Answer: Staff has proposed that the frequency of Production Monitoring inspections be based on the proximity to "protected" uses. Sites in closest proximity to "protected" uses would have more frequent inspections and sites more distant from "protected" uses would have fewer inspections. Staff is of the opinion that this policy encourages operators to locate sites at a greater distance from "protected" uses and that this is the desired result of the community. Staff also believes the proposed inspection schedule addresses the heightened concerns of citizens located in close proximity to gas well sites that equipment shall be required to be in good operating order. The proposed inspection schedule is set forth in an Exhibit to the Amendments to the Gas Well Fee Ordinance. What notification requirements are provided to the public regarding Zoning Board of Adjustment (BOA) meetings? Answer: The BOA meetings are advertised as required by State law and the DDC. The meetings are published in the Denton Record Chronicle. In addition, a notice of each zoning item is provided to every surrounding property owner within 200 feet of the property at issue. Further, although not required, the City sends a courtesy notice to surrounding property owners within 500 feet of the property at issue. Finally, a notice of the BOA's meeting agenda is posted on the bulletin board located at City Hall and posted on the City's internet website. How are surface owners of land subject to a mineral lease notified of an application for a consolidation permit for a new well on an existing drilling and production site? Answer: Currently, Section 4 does not provide for special notice to surface owners. However, the requirements for an application for a Combining District require the operator to show proof of notice to all surface owners of the land subject to the mineral lease. In light of the discussion on this topic, City Staff will amend the consolidation permit application requirements to provide the same notice to surface owners for consideration by the City Council. Consent of the surface owner is not required. As with other administrative permits in the zoning arena, no public hearing is required. Will Gas Well Operators be notified as to the filing of new residential surface plats that encroach within 1,200 feet of the boundary of the Drilling and Production Site? Answer: There is not a notification requirement in the initial draft of the Gas Well Ordinance Amendments. However, Staff will prepare a provision to that effect for Council's consideration. Are the reverse setbacks sufficient to mitigate the impacts on gas well drilling and production? Are the reverse setbacks too great such that there is a deleterious effect on surface development? Answer: The proposed reverse setbacks are 300' for a regular drill site, and 600' for a consolidated site. The propriety of the setbacks is ultimately a policy decision of the City Council. Staff has attempted to strike a reasonable balance between the impacts of the drilling operations and the opportunities of the surface owner to develop the property. It is noted that development not included as a "protected" use would not be bound by the "reverse" setbacks, but could encroach upon the drilling and production site to within the distance limitations of the Fire Code. I'd like to explore why a well is allowed in a flood fringe, but not a flood plain. Are there inherent risks associated with wells in flood plains? If so, why would we allow a well in a flood fringe, which I assume is also classified as an ESA (am I correct about that)? Answer: There might be some confusion about the differences between floodway, flood fringe, and floodplain that requires clarification before further discussing the merits of allowing drilling in the flood fringe. Below are included the definitions as listed in the Denton Development Code. Floodway. Area regulated by federal, state, or local requirements to provide for discharge for the base flow, so that the cumulative increase in water surface elevation is no more than a designated amount within the one hundred (100) year floodplain. A river, channel or other watercourse and the adjacent land areas that must be reserved in order to discharge the base flood without cumulatively increasing the water surface elevation more than a designated height. Noy, inally, the floodway will include the stream channel and that portion of the adjacent land areas required to pass the base flood (100 year flood) discharge without cumulatively increasing the water surface elevation at any point more than one - foot above that of the pre floodway condition, including those designated on the flood insurance rate map. Flood Fringe. The area located within the floodplain and outside the floodway. Floodplain. An area identified by the Federal Emergency Management Agency as possibly being flood prone, or below the immediate flood line (one hundred (100) year floodplain). In other words, FEMA 100 -year floodplain is the land in the floodplain subject to a one - percent or greater chance of flooding in any given year. The floodplain is composed of the floodway and the flood fringe. The floodway is the stream channel and that portion of the adjacent floodplain that must remain open to permit passage of the base flood (a.k.a. 100 -yr flood). Floodwaters generally are deepest and swiftest in the floodway, and anything in this area is in the greatest danger during a flood. The remainder of the floodplain is called the flood fringe, where water may be shallower and slower. Consequently, most communities permit development in the flood fringe if the development is elevated or otherwise protected to the base flood level. Flood Level 4 Flood Hazard Area 0 00 -Year Floadplaiia) ------- - - - - -- ------- - - - -- Floadwa - Frin ge Fringe Stream Clronnel y Normal Water Level Cross - section showing the Floodway and Flood Fringe Unregulated drilling in floodplains poses numerous potential risks such as tanks floating away during flooding events if not properly anchored, contaminants reaching waterways during spills and floods, the removal of vegetative ground cover for the construction of pad sites increasing the chances of sediments and pollutants reaching the waterways without any attenuation, and the elimination of important habitats. However, drilling in the flood fringes, where floodwaters are typically shallower and slower, presents a substantially reduced risk, particularly when appropriate conditions are imposed which reduce these risks. Since 2013, Denton only allows gas well drilling in the flood fringe with the approval of a specific use permit (SUP). Drilling in the floodway is not allowed. In contrast, previous to 2013, drilling in the flood fringe was allowed by right and only drilling in the floodway required a SUP. Additional conditions can be included as part of the approval of SUPS with the intent of further reducing the risks or mitigating for the removal of vegetation or habitat losses when drilling in the flood fringe. In addition to requiring SUPS, the DDC prohibits the placement of storage tanks and separation facilities in the flood fringe. The number of wells in the flood fringe is limited to one well head, and is subject to the approval of a hydrologic and hydraulic engineering study demonstrating no adverse impact on the carrying capacity of the adjacent waterway or increasing the water surface elevation of the floodplain. However, an exception to the SUP requirement is granted when gas wells are drilled directionally (meaning the pad site is outside the floodplain) and have a target location or bottom -hole location that is under the floodway. By definition FEMA 100 -yr floodplains are considered a type of environmentally sensitive areas (ESAs) granting floodplains additional protection. Drilling in ESAs requires a watershed protection permit (WPP) that includes a field assessment of the protected areas and, if necessary, the imposition of additional conditions. Subchapter 22 also establishes the chronological order of approval for gas well sites encroaching into ESAs. Drilling in the flood fringe requires the approval of an SUP, WPP, and gas well site plan before a drilling permit can be issued. The current requirements provide a series of checks and balances through the staff review process and City Council action before drilling in the flood fringe can take place. The requirement of placing storage tanks and separation facilities outside floodplains and limiting the number of wells in the flood fringe, in conjunction with SUPS and WPPs, provides opportunities for reducing risks and requiring mitigating measures. What standards exist to address the adequacy of roadways used to access drilling and production sites? Answer: The transportation route for every Drilling and Production Site is reviewed to calculate the road damage remediation fee that an operator must pay for various activities performed for each well. The roadway condition or adequacy, construction type, and segment length in lane miles are all included in the calculation. The City conducted an extensive engineering study to determine these road impacts. The assessments in the City's Fee Ordinance are based on this study. Does the RRC or TCEQ have cooperative programs or other opportunities to deputize City staff? Answer: The City's stormwater program is not characterized as "cooperative" as asked in the question because it is considered a regulatory program that requires certain actions on the City's part as required by the NPDES component of the Clean Water Act. The City, however, is responsible for inspecting construction sites as a part of the City's stormwater permit, even though these construction sites are permitted through the TCEQ. The City is also taking on a greater inspection role with the Multi - Sector general permit holders in the City (who are also permitted through the TCEQ) as a part of our new City of Denton stormwater permit requirements. In pretreatment, we issue local permits for industrial dischargers into our system, and have associated compliance responsibilities. We also have local permitting and inspection responsibilities for on -site sanitary sewage facilities. These responsibilities, however, represent a situation where the City has existing City of Denton permits that require us to perform these duties as a condition of those COD permits. As a result, the responsibilities have been codified in the code of ordinances and the development code to provide the necessary local authority. The Texas Clean Air Act provides some opportunities for the TCEQ to "deputize" city staff. Regarding "cooperative agreements" between the TCEQ and a municipality, note that the Texas Health and Safety Code provides that a city may be able to contract with the TCEQ for the following specific purposes: (1) to provide for the performance of air quality management, inspection, and enforcement functions and to provide technical aid and educational services to a party to the agreement; and (2) for the transfer of money or property from a party to the agreement to another party to the agreement for the purpose of air quality management, inspection, enforcement, technical aid, and education. City Staff is exploring with TCEQ whether this program is feasible for Denton. Describe the City's current water quality monitoring program. Answer: The Watershed Protection Division Water Monitoring Network consists of sites through the City of Denton and surrounding watersheds. Most of the sites are located within the City of Denton but the divisions monitors several sites upstream and downstream of the City limits to be more protective of our vital water resources. Our monitoring program is required as part of the City's stormwater permit under the Clean Water Act (MS4 Permit — Municipal Separate Storm Sewer System) for illicit discharge detection and elimination. Denton began monitoring several years before our permit became live because of EPA grants we received. This has allowed us to look at some of the long -term trends more closely and determine when we have a problem or impact somewhere. The objective of the Watershed Monitoring Network is to broadly characterize Denton's aquatic resources with a known statistical confidence. (1) Program in place since 2001. Began with 70 sites located around Denton's four primary watersheds (Cooper, Pecan, Clear, Hickory) (2) Now have approximately 85 sites and have added Denton Creek watershed (3) Sites monitored monthly for water quality parameters (pesticides during growing season). (4) Continuous monitoring sites at end of each watershed (5) Ability to respond to illicit discharges as needed Over 1000 sites have been visited in 2014. Water samples (including quality assurance samples) are collected as frequently as every 30 minutes at continuous monitoring stations. Most samples are taken monthly. Are the proposed disclosure provisions of the draft ordinance sufficient notice of gas well activities? How can we get notification and disclosures of gas well activities to renters as opposed to homeowners? What were the notice provisions the City Council previously imposed in 2 zone cases, one in 2013 and one in 2014? Answer: The proposed ordinance revisions require that Surface Plats for single or multi - family residential developments within 1200 feet of gas well pad sites shall note the location of the Pad Site, the existence of well(s), the possibility of new wells, the possibility of more drilling and fracturing, and the possibility of re- working wells. Further, a Declaration of Restrictive Covenants shall advise purchasers of the existence of well(s), the possibility of new wells, the possibility of more drilling and fracturing, and the possibility of re- working. Finally, a Notice document shall be recorded in County Clerk's Office as to existence of well(s), the possibility of new wells; the possibility of more drilling and fracturing, and the possibility of re- working. As to renters, we note some states have provisions in law requiring notice to tenants regarding any number of events, including gas well activities. These provisions are generally written as a "Bill of Rights for Tenants." Such laws typically require landlords to give notice to tenants prior to the execution of leases as to drilling activities in the vicinity, sometimes also requiring notice of drilling activities such as re- working during the term of the lease. The requirements operate by imposing these notice duties upon landlords, who in turn, must insure all required notices are provided to prospective and current tenants. Whether this is feasible in Denton where there are a large number of rental units is an open question. City Staff notes that rental contracts are of a definite term and do not carry the same investment burden and opportunity as home ownership. In addition, there is a high turnover in rental occupancy such that any tenant information will be quickly outdated. Another method of notice to renters would be the City's website, along with public education regarding the interactive mapping system which provides locations of all well sites in the City. The notice provisions enacted by the City Council in two separate zone cases in previous years are similar to the ones proposed in the draft ordinance, and city staff used the notice provisions in those two prior zone cases as a pattern in crafting the draft ordinance revisions. Can the City require realtors to disclose the location of gas well production sites? Answer: The City's authority generally does not reach into this occupation. However, the City has explored some possibilities with the Texas Association of Realtors in Austin with the assistance of the Texas Municipal League. Preliminarily, it appears that the Association may be willing to support some disclosure language in standard real estate contracts. When does an existing drilling and production site become a consolidated site and what exceptions apply to consolidation permit requirements? Answer: Following approval of either a Gas Well Combining District by the City Council or approval of a consolidation permit by the Oil and Gas Well Inspector, a site becomes a consolidated site. In the case of a consolidation permit, the approval is not complete until the operator submits and records a development plat restricting the remainder of the mineral leasehold from future gas well development. The 2013 gas well amendments provided a number of exceptions, the proposed draft amendments are written to require nearly all applications for new gas wells to conform to consolidation site standards. Exceptions to consolidation permit review are listed in Chapter 22, section 35.22.4.B.2. The principal exceptions are for gas well permits that were issued prior to the city's moratorium ordinance and remain in effect, and gas well permit applications that were pending prior to the enactment of the moratorium. Further explain the activities covered by the gas well permit and the completion permit. Answer: The gas well permit is a two -stage written authorization granted by the City of Denton that authorizes drilling, completion and production activities, issued pursuant to rules and regulations of the Denton Development Code. A gas well permit is required for each separate well and for each re -drill of any gas well. The completion permit authorizes completion activities and subsequent production activities either after initial drilling, as the second stage of the gas well permit, or prior to any new completion activities performed to an existing well. What are the procedures for deciding requests by an operator to lessen the requirements for consolidated drilling and production sites due to geological or contractual constraints? Answer: The draft gas well amendments recognize that there are circumstances in which consolidated site standards cannot be fully achieved because of geological conditions or contractual obligations which prevent an operator who holds mineral leases for contiguous land from being able to combine the acreage for purposes of determining the location of a consolidated site. In the case of a consolidation permit application, an operator must apply for a special exception to the Board of Adjustment in order to reduce the acreage under consideration for a consolidated site. The Board will decide the request pursuant to the standards for the special exception in Section 35.22.14.B. If the Board decides that special circumstances require reduction of the area to be considered for the consolidated site, its determination will become the basis for the Oil and Gas Inspector's administrative review. Because this decision could also result in consideration of existing drilling and production sites that are closer to protected uses than the Oil and Gas Inspector has discretion to designate as a consolidated site, an operator may also apply to the Board for a variance to the well set -back standards. The Board, however, may not grant an exception to a setback less than five hundred feet. An operator that applies for a Combining District to establish a new drilling and production site may present geological or contractual impediments to the area under consideration for the District to the City Council as part of the zoning amendment process. Can the City re- insert the recitations concerning air and water pollution into the recital clauses of the revised ordinance? Answer: City Staff crafted the ordinance to avoid encroachment on state and federal law. Further, those specific recitals are not necessary to support any regulations contained in the draft ordinance. How can the City insure objectivity in the selection of third party gas well investigators? Answer: Under the proposed third party inspector scenario, the City (not the operator) would contract directly with a third party to conduct gas well inspections. The third party gas well inspector would serve as an agent of the City, be paid by the City and act at the City's direction. The operator would have no contractual relationship with the third party gas well inspector and no ability to direct how or when such inspections are conducted. The only connection that the operator would have to the third party gas well inspector is that the cost of the inspections would be passed through from the City to the operator. Additionally, the contract between the City and the third party gas well inspector would be a professional services contract. Such contracts are exempt from the bidding laws and procurement provisions of state law, and would not be subject to those provisions. Questions & Answers From Public and Planning & Zoning Commission January 28, 2015 Regarding Gas Well Ordinance Amendments Posted to the City Website A. Public's list of items for inclusion in the Gas Well Ordinance 1. Can we prohibit compressor stations? Answer: See Q &A, Question No. 6, from December 16, 2014 P &Z & City Council Joint Public Hearing. 2. Can we prohibit all pits? Answer: See Q &A, Question No. 5, from December 16, 2014 P &Z and City Council Joint Public Hearing. 3. Can we mandate vapor recovery systems? Answer: See Q &A, Question No. 4, from December 16, 2014 P &Z and City Council Joint Public Hearing. 4. Can we prohibit flaring? Answer: See Q &A, Question No. 4, from December 16, 2014 P &Z and City Council Joint Public Hearing. 5. Can we prohibit venting? Answer: See Q &A, Question No. 4, from December 16, 2014 P &Z and City Council Joint Public Hearing. 6. Can we require operators to use all electric motors rather than diesel powered motors in order to minimize noise to adjacent property owners? Answer: It is not clear whether a regulation such as this is within the City's authority or the state's authority. However, some cities have ventured into this arena to some extent. For instance, the cities of Arlington and Mansfield have enacted provisions requiring the use of electric motors. The Arlington ordinance stipulates that "Electric or diesel - electric hybrid rigs must be utilized for drilling a well located within four hundred fifty (450) feet of a Protected Use. The CD &P Director may authorize the use of alternative rigs in specific cases if it is determined that the project is in substantial compliance with this Chapter." 1 The City of Mansfield adopted a new ordinance in March 2014 that states "An Operator shall use only electricity to power a drilling rig or permanent lift compressors." Mansfield's ordinance further requires that "The electricity shall be provided by the electric delivery utility company utilizing a ground- mounted transformer located on the Drill Site or Operator Site." Like Arlington, the City of Mansfield also considers the site's distance from a Protected Use. In fact, per Mansfield's ordinance, "The City may approve an alternative power source or equipment such as diesel generators if the Drill Site or Operation Site is located more than one thousand (1,000) feet from a property with a Protected Use, or if the electric delivery utility company reports that there is insufficient capacity to serve a Drill Site or Operation Site." In addition, "An Operator may use temporary diesel generators during a disruption of electric service until such service is restored, provided that the noise produced by such equipment does not exceed the maximum limits established for the Drill Site or Operation Site." The language difference between the Arlington ordinance and the Mansfield ordinance may be slight, but could carry a lot of significance. The reason for the significance is because most drill rigs today operate as electric rigs. In the majority of instances, however, the electricity is produced on -site through the use of diesel powered generators. These generators provide the electricity to power the rig. As such, under typical current operations, most wells already utilize electric rigs for drilling, regardless of distance to a Protected Use. The City of Mansfield requirements elaborated on similar language from the Arlington ordinance to state how the electricity must be provided. Any consideration for this same requirement in Denton should include language regarding the source of the electricity used to power the rig or compressor. In addition, since utility installations should not prematurely dictate development patterns, any stipulation to bring electric service to a Drilling and Production Site should consider proximity to development or specifically Protected Uses. 7. What are the pros and cons to requiring operators to use pressurized tanks during the hydraulic fracturing process? Answer: With the caveat that hydraulic fracturing is prohibited with the City and the amendments do not change this, City Staff points out that the hydraulic fracturing process requires large volumes of water to complete the well. During this process, water is mixed with sand and other additives before being injected downhole as one method to open the rock formation in order to allow the flow of oil or gas. The water used for this process is generally derived from one of three typical sources: 1) Potable water from a municipal or private supply hydrant; 2) Underground water well; or 3) Diverting allowable surface water resources from an existing reservoir. The water withdrawal rate from a water hydrant or well is not rapid enough to directly supply water used during hydraulic fracturing and surface water typically cannot be replenished fast enough to solely rely on this source. To augment the rapid withdrawal rates, water is typically stored in a holding vessel to provide a high enough volume for the hydraulic fracturing process. PJ Early wells typically utilized large acre fresh water make -up pits or " frack ponds" as the method of storing water. Many of these pits are still utilized around Denton today. As a shift from off - site, large -acre storage pits, operators began utilizing on -site storage systems in the form of frack tanks or pool tanks. The pros and cons of each option are weighed in the following table. Storage System Surface Track Pond" Frack Tank Frack Pool Pros • High volume • On -time construction • Ease of use for multiple sites • Not permanent • On -site storage • Leak resistant • Easily portable • Interconnected tanks • Not permanent • On -site storage • Visible water level 9 Cons • Permanent • Large off -site acreage • Open water • Water transported to site via pipeline • Increased truck traffic • Tank pressurization requires energy (noise ?) • Larger site area or stored off -site • Pump cavitation potential • Could spill • Maximum site area • Assembly time 8. Can we impose a 1500 foot setback for gas wells from all protected uses, including reverse setbacks? Answer: Staff does not recommend the imposition of a 1500 foot setback. While various cities have established setbacks at differing distances, it is typically prudent to determine the distance at which the impacts of gas wells fall off. This includes any impacts on property value or other nuisance factors. Some cities have looked to empirical data in determining this distance. Another consideration is the impact of setbacks on the future growth of the City. The larger the setback, the more limited the growth potential and the less flexibility the City has in supporting comprehensive, well planned development. The propriety of the setbacks is ultimately a policy decision of the City Council. Staff has attempted to strike a reasonable balance between the impacts of the drilling operations and the opportunities of the surface owner to develop the property. Please see also Q &A, Question 420, from 12/16/2014 P &Z & City Council Joint Public Hearing. 9. Can we establish an air monitoring program paid for by the gas well industry? Answer: Please see response to Question B.3. in this Q &A document. Also, Please see also Q &A, Question No. 7, from December 16, 2014 P &Z & City Council Joint Public Hearing. 10. Do property owners receive notice if an operator plans to drill, fracture stimulate, or re -work a well? Answer: The ordinance proposes to keep language requiring notifications to property owners and residents. While the current ordinance requires notice prior to the SUP application, the proposed ordinance will likely require the public meeting prior to filing the co- location application. As written, if a proposed Drilling and Production Site is located within 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 10 days, but no more than 45 days, prior to either: (1) the public hearing held by the Planning and Zoning Commission in connection with an Gas Well Combining District application, or (2) the submission of a Consolidated Site Permit if a Gas Well Combining District is not required. The Operator must provide written notice of the meeting to all property owners located within 1,200 feet of the proposed Drilling and Production Site. 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. These notification requirements are in addition to any state - mandated notice requirements for a public hearing before the Planning and Zoning Commission or City Council. Per state law, property owners within 200 feet of the zoning change must receive notice of the hearing. The City of Denton requires courtesy notices to also be mailed to property owners within 500 feet of the proposed zoning change. The public meeting conducted by the operator in accordance with the gas well drilling and production ordinance is an additional requirement to ensure more people are notified, not just those adjacent to the activity. rd It. Can we require 24/7 third party air monitoring paid for by the industry operator? Answer: Please see Q &A, Question No. 7, from December 16, 2014 P &Z & City Council Joint Public Hearing. 12. Can we require a 1500 foot setback, including reverse setback (homes should not be allowed to be built closer than 1500 feet to wells whether or not someone is willing to buy such a home? Typically such a buyer is uninformed about the process of drilling /fracking and buys a home with the expectation that the city has sound regulations on the books). Answer: Staff does not recommend the imposition of a 1500 foot setback. While various cities have established setbacks at differing distances, it is typically prudent to determine the distance at which the impacts of gas wells fall off. This includes any impacts on property value or other nuisance factors. Some cities have looked to empirical data in determining this distance. Another consideration is the impact of setbacks on the future growth of the City. The larger the setback, the more limited the growth potential and the less flexibility the City has in supporting comprehensive, well planned development. The propriety of the setbacks is ultimately a policy decision of the City Council. Staff has attempted to strike a reasonable balance between the impacts of the drilling operations and the opportunities of the surface owner to develop the property. Please see also Q &A, Question 420, from 12/16/2014 P &Z & City Council Joint Public Hearing. 13. Can we require mandatory vapor recovery units during flowback and of compressors including lift compressors? Answer: See Q &A, Question 44, from 12/16/2014 P &Z and City Council Joint Public Hearing. 14. Can we prohibit flaring within city limits? Answer: See Q &A, Question 44, from 12/16/2014 P &Z and City Council Joint Public Hearing. 15. Can we limit hours of operation to 9 -5 on weekdays and eliminate on weekends so that residents may enjoy the comfort and quiet of their homes at the times when they are most likely to be home? Answer: Several surrounding municipalities place time or curfew restrictions on various activities. Five municipalities were compared based on the similar make -up of the community and history of drilling. The Barnett Shale municipalities with dense urban areas and a large number of wells generally include Denton, Arlington, Fort Worth, Grand Prairie, and Mansfield. Several additional communities in Johnson County and Wise County, such as Burleson, Cleburne, Decatur, and Bridgeport, are home to a large number of wells; however, the populations for these towns are not scalable to the five cities used in the comparison. 9 In nearly all instances of curfew limits for the five cities, the drilling and flowback stages are permissible 24 hours a day and seven days a week. Well integrity or formation pressure issues and other dangers could arise during these two stages if work activities were required to cease at an arbitrary time during the operation. These two stages are frequently cited as the points in well development that are most time sensitive. As a result, for several well safety reasons, these two stages occur without curfew restrictions. The following outline describes the respective ordinance prescribed time restrictions for various activities. In addition, for each municipality, the definitions of daytime and nighttime are provided. 1. Denton A. Time Restrictions 1) Fracing operation shall occur during daylight hours 2) Unless the Operator has notified the Oil and Gas Inspector that fracing will occur before or after daylight hours to meet safety requirements B. Definitions 1) Daytime: The period from 7:00 a.m. to 7:00 p.m., Monday through Friday; and from 8:00 a.m. to 5:00 p.m., Saturdays and Sundays 2) Nighttime: The period commencing at 7:00 p.m. and ending at 7:00 a.m., Monday through Friday and from 5:00 p.m. to 8:00 a.m., Saturdays and Sundays. 2. Arlington A. Time Restrictions 1) Drilling allowed 24/7, except Thanksgiving and Christmas Day 2) Site preparation, well servicing, truck deliveries of equipment and materials, fracing, and other related work limited to hours of 7 a.m. to 6 p.m., CST and 7 a.m. to 8 p.m. CDT, Monday through Saturday 3) All open hole formation or drill stem testing shall be during daylight hours 4) The City Council may restrict the hours of operation of vehicles B. Definitions 1) Daytime: The period from 7:00 a.m. to 6:00 p.m. Central Standard Time and 7 a.m. to 8 p.m. Central Daylight Saving Time. 2) Nighttime: The period between 6:00 p.m. and 7:00 a.m. Central Standard Time and 8 p.m. to 7 a.m. Central Daylight Saving Time. 3. Fort Worth A. Time Restrictions 1) No construction activities involving excavation of, alteration to, or repair work on any access road or pad site shall occur during nighttime hours or at any time on Sunday. on 2) Truck deliveries of equipment and materials associated with drilling and /or production, well servicing, site preparation and other related work limited to daytime hours 3) Other than mobilization and demobilization and advancing the bore hole, no other activities shall be allowed on the well site on Sundays. 4) All open hole formation or drill stem testing shall be during daytime hours. 5) Formation fracture stimulation operations shall be during daytime hours. 6) Workover operations restricted to daytime hours. B. Definitions 1) Daytime: means the period from 6:00 am to 7:00 pm. 2) Nighttime: means the period between 7:00 p.m. and 6:00 a.m. 4. Grand Prairie A. Time Restrictions 1) Work hours for site development, truck deliveries of equipment and materials associated with drilling and /or production, well servicing, site preparation and other related work limited to daytime. 2) Deliveries of pipe, casing and heavy loads limited to daytime hours. 3) Flowback operations performed during daytime hours, unless the City approves during non - daytime hours. 4) All open hole formation or drill stem testing shall be during daytime hours. 5) Formation fracture stimulation operations shall be during daytime hours. 6) Workover operations restricted to daytime hours. 7) During nighttime, the operation of vehicle audible backup alarms prohibited. 8) Seismic testing limited to the hours of 8:00 am until 5:00 pm and not on weekends or City holidays. 9) Drill stem testing done during daytime hours. B. Definitions 1) Daytime: means the period from 7:00 am to 7:00 pm. 2) Nighttime: means the period between 7:00 p.m. and 7:00 a.m. 5. Mansfield A. Time Restrictions 1) No construction activities shall occur during nighttime hours. 2) Well servicing operations and any deliveries to the site or a line compressor facility shall occur between the hours of 7:00 a.m. to 7:00 p.m., Monday- Friday, and 9:00 a.m. to 6:00 p.m., Saturday and Sunday. 7 3) Mobilization and demobilization of equipment used for drilling and related operations permitted only during daytime hours. 4) Workover and fracturing operations restricted to daytime hours. 5) Drill stem testing shall be done during daytime hours. B. Definitions 1) Daytime: means the period from 7:00 am to 7:00 pm. 2) Nighttime: means the period between 7:00 p.m. and 7:00 a.m. After careful consideration of the comparable Barnett Shale ordinances, reasonable limits to on- site activities seem typical. The most common curfew limits restrict activities during nighttime hours and allow all activities during daytime hours. 16. Can we require the mandatory lining of pits? Answer: The City enacted provisions in Ordinance 2013 -014, dated January 15, 2013, prohibiting open pits and requiring closed -loop mud systems. No new open pits have been installed since this date. In addition, Ordinance 2013 -014 requires that all pits shall be lined and shall be designed, constructed, and installed in accordance with the liner standards set forth by the Railroad Commission (RRC). The RRC mandates that pits should be constructed of soil material which is capable of achieving permeability of 1 x 10 -7 cm/sec or less when compacted. To achieve the RRC's put design requirements, in areas where clay beds do not occur at the land surface, importing off -site soils with high clay and silt content could be considered. In most circumstances, artificial liners are the best alternative. 17. Can we require the use electric, not diesel, generators throughout the drilling and production process? Answer: Please see Question A.6 in this Q &A document. 18. Should the new ordinance provide for financial payments to those living and working 2000 feet of a fraced site as nuisance compensation? Answer: Staff is of the opinion that this is not advisable. Whether a nuisance exists, whether it is substantial enough to warrant compensation and what amount of compensation is appropriate are factually intensive issues that are not amendable to a solution through legislation. Generally, these are issues between the operator and any individuals specifically affected which should be handled between those parties, with the assistance of our court system, if necessary. 19. Can we require immediate notification of the City and the TCEQ of any mishap /accident and provide for a fine if this does not happen? Answer: The City has requirements for notification. Please see Q &A, Question 411, from 12/16/2014 P &Z & City Council Joint Public Hearing. The International Fire Code is adopted with local amendments by the City Council. These provisions contain penal provisions for failure to comply with ordinance requirements. TCEQ sets its own rules, but City Staff notes, depending on the circumstances, appropriate state and federal agencies may be notified by the City. E'? 20. Can we prohibit compressor stations allowed within city limits? Answer: See Q &A, Question 46, from 12/16/2014 P &Z & City Council Joint Public Hearing. 21. Can the City Council, and not the ZBA, be allowed to grant variances /exceptions? Only council should be allowed to do that since it is directly responsible to the voters. Answer: See Q &A, Question 414, from 12/16/2014 P &Z & City Council Joint Public Hearing. 22. In reference to 35.22.8.B.6, there is no designation made for the type of dehydrator that should be used. Please see the following EPA website and amend the ordinance to require zero emissions dehydrators so that methane emissions, VOCs, and HAPs are eliminated. http: / /www.epa.2ov /2asstar /documents /zeroemissionsdehy.pdf . Answer: City Staff has included in the Gas Well Ordinance amendments a requirement that gas well operators follow all federal and state laws in connection with their gas well drilling and production operations. 23. Are tank farms allowed or beneficial? Answer: Yes, tank farms are allowed. In fact, we currently have one "tank farm" location in the City that is contained within Robson Ranch. This term is not an industry name, but rather a unique way to identify this particular site. The benefit of this tank farm is to reduce the truck traffic within the development by piping the water to a centralized facility for a single point of collection. The site is accessed outside of Robson Ranch instead of requiring heavy truck traffic to drive through the community. 24. Are injection wells allowed in the ETJ? Answer: Injection wells are not allowed in the City. Ordinance No. 2013 -014 at 35.22.5.6.n. In the ETJ, the City has only the authority given it by the State of Texas, unlike the City's authority within its corporate boundaries where the City has the power and authority of a home rule city pursuant to the Texas Constitution. As such, the City does not regulate injection wells in its ETJ as being beyond its authority. 25. Should the City consider revising the insurance provisions in the new ordinance to match the insurance requirements in the Flower Mound ordinance? Answer: The City engaged insurance counsel for the specific task of reviewing the gas well situation in Denton, analyzing Denton's current insurance provisions, and making recommendations for any needed amendments to the insurance provisions in the current ordinance. The recommendations of insurance counsel are reflected in the draft ordinance. Staff believes that those recommendations are the most appropriate for the City and for inclusion in the new ordinance. I B. Issues and Questions Raised by the Planning and Zoning Commission 1. I understand that there are challenges to regulating compressor stations because of their status as a public utility. I also understand that the citizens of Denton have spoken out against compressor stations in their neighborhoods, and that compressor stations will further limit our ability as a city to develop our land. We have ample space in Denton located in industrial zones, so I believe that any compressor stations should be located in IC -E or IC -G zoning districts. Answer: At first blush, this may seem like an attractive option. However, please note that the IC -E and IC -G zoning districts are located in different parts of the City, such as the East, Southeast, South and West sides of the City. Further, some of these areas are proximate to single- and multi - family dwellings and other Protected Uses. While the Gas Well Ordinance's 1,200 foot setback applies to compressor stations, it is possible to meet the setback in an IC -E and IC -G zoning district, but still be close to residential dwellings so as to generate complaints. By adopting this limitation as to where compressor stations may locate, we may inadvertently spread complaints and concerns associated with gas well drilling and production to other parts of the City that have not experienced them thus far. 2. The use of lift compressors is a separate issue. Whereas a compressor station is defined as "a facility that compresses natural gas for delivery by pipeline through a transmission pipeline ", a lift compressor is "a mechanized device that compresses gas prior to its introduction into a well for use in lifting well liquids to the surface." They are typically run on diesel engines, which can be loud and disruptive. I believe that all noise from lift compressors should be inaudible from the property line of a protected use, and that any violations be subject to the penalties laid out in chapter 22. Answer: Staff is of the opinion that it is unreasonable to require noise from lift compressors to be inaudible from a property line of a Protected Use. All activities generate some level of noise. Instead, the state and cities regulate noise when the noise rises to a level that reasonable people would consider it to be disturbing the peace (a factual inquiry) or to a level that exceeds 85 dB under state law, which is presumed to disturb the peace. Further, adopting a requirement that noise be inaudible will present enforcement problems, such as in the prosecution of violations in municipal court. For example, the City would have to explain why one noise is prohibited to be heard, yet many others, some which may be louder than lift compressors, are allowed. 3. Air monitoring was suggested in the 2012 ordinance, but we have yet to enact anything. I would like to see the City define a clear method within this ordinance for monitoring the air surrounding gas wells in order to fulfill that promise, and to protect the health, safety, and welfare of the citizens. How will the air be monitored, where will that happen, how often, and who is in charge of paying for that? Answer: Please see Q &A, Question No. 7, from December 16, 2014 P &Z & City Council Joint Public Hearing. Staff is of the opinion that the City can conduct air monitoring and pay for air monitoring. It should be noted that Staff is presenting a "production monitoring" program to the Council for consideration in these ordinance amendments. The program may accomplish many 10 of the objectives of the air monitoring program some desire. It will monitor for fugitive emissions from equipment operated by the gas well companies. Staff has received a quote from the environmental professional who is conducting the air monitoring program in Flower Mound for this work in Denton. The program would require the operator to bear the costs of the program. The inspection schedule is set forth in the fee ordinance, which is part of the gas well amendments under consideration. Please see Q &A, Question No. 9, from December 16, 2014 P &Z & City Council Joint Public Hearing for more detail. 4. What exactly are the EPA standards for venting /flaring? Answer: On April 17, 2012, the U.S. Environmental Protection Agency (EPA) issued cost - effective regulations to reduce harmful air pollution from the oil and natural gas industry while allowing continued, responsible growth in U.S. oil and natural gas production. The final rules include the first federal air standards for natural gas wells that are hydraulically fractured, along with requirements for several other sources of pollution in the oil and gas industry that were not previously regulated at the federal level. A key component of the final rules is expected to yield a nearly 95 percent reduction in VOCs emitted from gas wells each year. This significant reduction would be accomplished primarily through the use of a process known as a "reduced emissions completion" or "green completion" to capture natural gas that currently escapes to the air. During this process, special equipment separates gas and liquid hydrocarbons from the flowback that comes from the well as it is being prepared for production. The gas and hydrocarbons can then be treated and used or sold, avoiding the waste of natural resources that cannot be renewed. Since January 1, 2015, operators must capture the gas and make it available for use or sale, which they can do through the use of green completions. Green completions are not required for: 1) New exploratory ( "wildcat ") wells or delineation wells (used to define the borders of a natural gas reservoir), because they are not near a pipeline to bring the gas to market. 2) Hydraulically fractured low - pressure wells, where natural gas cannot be routed to the gathering line. Operators may use a simple formula based on well depth and well pressure to determine whether a well is a low - pressure well. 3) Owners /operators must reduce emissions from these wells using combustion during the well - completion process. Pneumatic controllers used at a well site are limited to no more than an emission rate of six (6) cubic feet of gas per hour at an individual controller. New storage tanks with VOC emissions of 6 tons a year or more must reduce VOC emissions by at least 95 percent. The EPA expects this will generally be accomplished by routing emissions to a combustion device. The final rule also retains the existing 1- ton -per year benzene compliance option for large glycol dehydrators, meaning operators may reduce benzene emissions from large dehydrators to less than 1 ton per 11 year as an alternative to reducing total air toxics emissions by 95 percent. Both existing and new small glycol dehydrators must meet a unit - specific limit for emissions of BTEX (benzene, toluene, ethylbenzene and xylene) that is based on the unit's natural gas throughput and gas composition. These rules apply only to sources that are considered "major sources" of air toxics. A major source annually emits 10 or more tons of a single toxic and 25 tons of a combination of toxics. Also, see Q &A, Question 44, from 12/16/2014 P &Z and City Council Joint Public Hearing. 5. How exactly are home buyers being notified of their proximity to gas wells? Answer: See Q &A, Question 410, from 12/16/2014 P &Z & City Council Joint Public Hearing. 6. How short of notice will be given prior to accessing gas well pad sites for inspection? Answer: The City conducts two inspections for each gas well pad site per year, once in the Spring and the other in the Fall. A written notice is sent to each gas well operator informing them of the upcoming inspections. The written notice also requests a reply confirmation that the gas well operator consents to the inspection. Thereafter, the City will create an internal inspection schedule for the Gas Well Inspectors to follow in performing the inspections. No additional notice is provided to the gas well operators once the gas well inspectors commence their inspection per their internal inspection schedule. The only exception to this inspection process involves EagleRidge, who requested to be present for each inspection at their gas well pad sites. 7. How exactly are we incentivizing operators to co- locate? Please clarify what the ordinance provides. Answer: The ordinance requires any operator seeking a new well to either seek a combining district if it is a new pad site (see 35.22.3) or a consolidation permit if it is an existing pad site (see 35.22.4). Further, a consolidated pad site establishes an enhanced reverse set -back of 600 feet (as opposed to 300 feet for a regular pad site) which will likely result in fewer conflicts with surface activities. Finally, City Staff understands that consolidated sites may be more economical and favored by operators in many circumstances. 8. Freshwater pits are the only pits allowed. Please define "freshwater. Answer: To be considered fresh water, the water must not contain certain constituents in concentrations that surpass ordinance prescribed thresholds. The following table defines the concentration limits for four constituents. Constituent Concentration Limit Total petroleum hydrocarbons (TPH) 15 mg /L Benzene, Toluene, Ethylbenzene, and Xylene (BTEX) volatile organic compounds (VOCs) 500 �Lg /L Benzene 50 �Lg /L Chlorides 3,000 mg /L 12 Three typical sources of freshwater include: 1) Potable water from a municipal or private supply hydrant; 2) Underground water well; or 3) Diverting allowable surface water resources from an existing reservoir. Pit contents can be tested by the City's watershed protection laboratory in order to ensure compliance with the ordinance prescribed thresholds. 9. Page 5, Item E, items 1 & 3 both use the phrase "lot purchasers ". Could that wording be construed to mean that only the original "home builder" will receive the gas well existence notices? Answer: No. The proposed Gas Well Notification Disclosure provision was drafted to provide notice not only to the initial buyer of a home, but to subsequent buyers as well. Subsequent buyers will be provided notice through one of the following three methods: (1) Declaration of Restrictive Covenants; (2) a Notice document filed in the County Clerk's Office; (3) in the lot survey of the home that is typically included in a purchaser's closing documents. 10. What are the potential impacts to a surface owner in the event a consolidated site is located on his /her property? Answer: There may be potential enhanced impacts on the surface owner in this example. The increased reverse setback of 600 feet from a consolidated site (as opposed to 300 feet from a regular site) may result in restriction of a greater amount of the surface area from development, although uses not defined as "protected uses" would not be so impacted. Further, since multiple wells will be located on consolidated sites, activities may continue for a longer period of time. 11. What are the potential impacts to the City if the "reverse setback" was increased to 1,200 feet or greater? Answer: Please see Question A.8 in this Q &A document. 12. What is the extent of the Gas Well Administrator's authority under the Gas Well Ordinance? Answer: The Gas Well Administrator is an administrative official, which means that he has only the authority granted to him. He has no discretionary power and must issue and deny permits based on the objective criteria contained in the ordinance. Our Gas Well Ordinance, both in its current and proposed forms, is drafted in this manner. The Gas Well Administrator must approve or deny permits, site plans, development plats in accordance with the objective criteria listed for each. He has no power to grant variances. Rather, that power lies with the Zoning Board of Adjustment. Further, an applicant whose application is denied has the ability to appeal the Gas Well Administrator's denial to the Zoning Board of Adjustment. 13