Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
April 07, 2015 Agenda
tru�ltl �'� � k, City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Tuesday, April 7, 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, April 7, 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 April 7, 2015. 3. Work Session Reports A. ID 15 -169 Receive a report, hold a discussion, and give staff direction regarding potential changes to Chapter 27, Article VI of the Code of Ordinances relating to vehicles for hire. B. SI15 -0008 Receive a report, hold a discussion and give staff direction regarding local efforts to provide assistance to the homeless and those at -risk of becoming homeless. Attachments: Exhibit 1 PowerPoint Handout Exhibit 2 DCHC Homeless Flier C. ID 15 -284 Receive a report, hold a discussion, and give staff direction regarding an ordinance to adopt the 2012 International Fire Code (IFC) as amended by the City. Attachments: Exhibit 1 2012 IFC Ordinance Exhibit 2 2012 IFC Presentation 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 -183 Consultation with Attorneys - Under Texas Government Code, Section 551.071; Deliberations Regarding Real Property - Under Texas Government Code, Section 551.072. Discuss, deliberate and receive information from staff and provide staff direction pertaining to the acquisition of property located north of Winston Drive and west of City ofDenton Page I Printed on 41212015 City Council Meeting Agenda April 7, 2015 I -35E all in the Gideon Walker Survey, Abstract No. 1330, Cities of Denton and Corinth, Denton County, Texas for use in connection with DME's transmission expansion projects by the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition of the real property near the location 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 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. [ID 15 -185] B. 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]) C. ID 15 -193 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. [ID 15 -198] D. ID 15 -194 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 City ofDenton Page 2 Printed on 41212015 City Council Meeting Agenda April 7, 2015 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. [ID 15 -199] E. ID 15 -260 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 pertaining to (1) the potential acquisition of real property interests in the William Loving Survey, Abstract No. 759, and the William Neil Survey, Abstract No. 971, located generally in the 200 block of W. Mulberry St., City of Denton, Texas; and (2) the disposition of and /or potential sale or lease of real property interests in the William Neill Survey, Abstract 971, Denton County, Texas, located generally in the 200 block of N. Elm Street and in the 200 block of W. McKinney Street; and (3) the disposition of and /or the potential sale or lease of real property interests in the Hiram Sisco Survey, Abstract No. 1184, Denton County, Texas, and located generally in the 200 block of E. McKinney Street, City of Denton, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests 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. (Central Downtown Denton property tracts) F. ID 15 -263 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in (1) the E. Puchalski Survey, Abstract 996, City of Denton, Denton County, Texas (located generally in the 1300 through 1400 block range of Underwood Street); and (2) the Samuel McCracken Survey, Abstract Number 817 and the J. Carter Survey, Abstract No. 274, City of Denton, Denton County, Texas (located generally within the 1300 through 4400 block range of Sherman Drive). Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional City ofDenton Page 3 Printed on 41212015 City Council Meeting Agenda April 7, 2015 Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Fire Station 3 & Fire Station 4) G. ID 15 -287 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. H. ID 15 -301 Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consultation, discussion, deliberation, and receipt of information from the city's attorneys involving legal matters relating to possible annexations of property into the City of Denton where public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071- 551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: City ofDenton Page 4 Printed on 41212015 City Council Meeting Agenda April 7, 2015 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 -212 African Cultural Festival Day B. ID 15 -211 National Community Development Week C. ID 15 -221 Arbor Day D. ID 15 -265 Blind Side Week 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: A. ID 15 -224 Willie Hudspeth regarding concerns about the Building Inspections process. B. ID 15 -261 Gerald DeMarsh regarding the Senior Center. C. ID 15 -303 Willie Sellers regarding red light cameras. 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 — V). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A — V below will be approved with one motion. If items are pulled for separate discussion, they may be considered as the first items following approval of the Consent Agenda. A. ID 15 -075 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of a Modular Office Building for Denton Municipal Electric to be located at 1659 Spencer Road, Denton, Texas; and providing an effective date (File 5646- awarded to Sustainable Modular Management, Inc. in the amount of $270,000). The Public Utilities Board recommends approval (5 -0). City ofDenton Page 5 Printed on 41212015 City Council Meeting Agenda April 7, 2015 Attachments: Exhibit 1 -Tab Sheet Exhibit 2- Proposal Exhibit 3- Minutes Exhibit 4 -Cost Estimate Exhibit 5- Ordinance B. ID 15 -128 Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Agreement with National Joint Powers Alliance (NJPA), under Section 791.001 of the State of Texas Government Code, to authorize the City of Denton to utilize NJPA Contract# 042911 -PRC currently for the purchase of property disposition and auction services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5742- Interlocal Agreement with National Joint Powers Alliance). Attachments: Exhibit 1- Ordinance Exhibit 2- Agreement C. ID 15 -129 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the National Joint Powers Alliance (NJPA) for property disposition and auction services for the City of Denton; and providing an effective date (File 5741- awarded to PropertyRoom.com in the three (3) year estimated amount of $300,000). Attachments: Exhibit 1- Ordinance Exhibit 2- Contract D. ID 15 -174 Consider adoption of an ordinance approving a contract for the supply of Organic Catalyst for the City of Denton Composting Operation which is available from only one source and in accordance with Texas Local Government Code 252.022, such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5765- Purchase of Organic Catalyst for the City of Denton Composting Operation awarded to Harvest Quest International, Inc. in the annual estimated amount of $50,000 for a three (3) year not -to- exceed amount of $150,000). The Public Utilities Board recommends approval (6 -0). Attachments: Exhibit 1 -PUB Agenda Sheet Exhibit 2- Pricing Proposal Exhibit 3 -Sole Source Letter Exhibit 4 -PUB Minutes Exhibit 5- Ordinance Exhibit 6- Contract E. ID 15 -178 Consider adoption of an ordinance authorizing the City Manager to execute a second amendment to the contract between the City of Denton and ABC Professional Tree Services, Inc.; providing for the expenditure of funds therefor; and providing an effective date (RFP 4825- Second Amendment in the amount of $500,000 for a total contract award of $2,500,000). The Public Utilities Board recommends approval (6 -0). City ofDenton Page 6 Printed on 41212015 City Council Meeting Agenda April 7, 2015 Attachments: Exhibit 1- Original Contract Exhibit 2 -PUB AIS Exhibit 3 -PUB Minutes Exhibit 4- Ordinance Exhibit 5 -2nd Amendment F. ID 15 -184 Consider adoption of an ordinance authorizing the City Manager to execute a Mutual Aid Agreement by and between the City of Denton, Texas and the City of Garland Texas, that provides for terms and conditions under which each party would provide aid to the other in response to emergencies or natural disasters, in substantial conformity with the attached "Exhibit A "; authorizing the expenditure of funds therefor; and providing an effective date. Attachments: Exhibit 1 Mutual Aid Agreement Exhibit 2 Ordinance G. ID 15 -185 Consider adoption of an ordinance authorizing the City Manager or his designee to exercise an option Contract of Sale by and between Winston 4 Development, LLC, as owner, and any others having an ownership interest, and the City of Denton, Texas, as buyer, to acquire fee simple to a tract or parcel of land being 17.027 acres, more or less, this parcel lying and being situated in the City and County of Denton, State of Texas, and being located in the Gideon Walker Survey, Abstract No. 1330, Cities of Denton and Corinth, Denton County Texas, for the purchase price of Two Hundred Seventy Thousand and No /100 US Dollars ($270,000.00) and other good and valuable consideration, as described in the Contract of Sale attached as Exhibit One; authorizing the expenditure of funds therefore; and providing an effective date. Attachments: Exhibit 1 Ordinance Exhibit 2 Easement Purchase Agreement Exhibit 3 Aerial Photo 1 Exhibit 4 Aerial Photo 2 H. ID 15 -228 Consider adoption of an ordinance of the City of Denton, Texas, prohibiting left turns for any vehicle travelling westbound on Russell Newman Boulevard onto Loop 288; providing a repealer clause, providing a savings clause, providing for a penalty not to exceed $500 for violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton, and providing for an effective date. Attachments: Exhibit 1 Site Map Exhibit 2 Excerpt from Traffic and Safety Commission Meeting Minutes Exhibit 3 Ordinance L ID 15 -253 Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2014 -2015 Budget and Annual Program of Services of the City of Denton to allow for adjustments to the Tree Mitigation Fund of four hundred ninety -four thousand and seventy -eight dollars ($494,078), the Police Confiscation Fund of fifty thousand dollars ($50,000), the Risk Retention Fund of six hundred thousand City ofDenton Page 7 Printed on 41212015 City Council Meeting Agenda April 7, 2015 dollars ($600,000), and the General Debt Service Fund to include revenues and expenditures of one million four hundred thirty -four thousand seven hundred and forty -eight dollars ($1,434,748); declaring a municipal purpose; providing a severability clause; providing an open meetings clause; and providing for an effective date. The Audit /Finance Committee recommends approval (3 -0). Attachments: Exhibit 1 - Ordinance J. ID 15 -256 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute a contract with the Denton Independent School District for the 2015 Summer Food Service Program; authorizing the expenditure of funds to administer the program; and providing an effective date. Attachments: Exhibit 1 Ordinance and Summer Food Agreement K. ID 15 -264 Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Purchase Agreement, by and between the City of Denton, Texas (the "City "), as Buyer, and CCBV, LLC, a Texas limited liability company (the "Owner "), as Seller, to acquire fee simple title to a 0.535 acre tract, located in the Morreau Forrest Survey, Abstract No. 417, City of Denton, Denton County, Texas, generally located in the 200 block of North Mayhill Road, for the purchase price of Four Hundred Forty Thousand Dollars and No /Cents ($440,000.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached to the ordinance and made a part thereof as Exhibit "A;" authorizing the expenditure of funds therefore; providing a savings clause; and providing an effective date. (Mayhill Road Widening and Improvements project: Parcel M085 - CCBV, LLC) Attachments: Exhibit 1 - Location Map Exhibit 2 - Ordinance L. ID 15 -266 Consider adoption of an ordinance of the City of Denton, Texas, amending certain provisions of chapter 33 of the Denton Code of Ordinances (the Denton Sign Code) by limiting the application of general sign regulations and imposing specific regulations with respect to political signs, consistent with state law; prescribing a maximum penalty for violation; providing for severablitity and savings; and establishing an effective date. 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 - Ordinance M. ID 15 -268 Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Agreement with the North Central Texas Council of Governments ( NCTCOG) under Section 791.001 of the State of Texas Government Code, and to authorize the City of Denton to participate in the NCTCOG Regional Traffic Signal Timing Program; authorizing the expenditure of funds therefor; and declaring an effective date (File 5792 -in the estimated amount of $36,960). City ofDenton Page 8 Printed on 41212015 City Council Meeting Agenda April 7, 2015 Attachments: Exhibit 1- Ordinance Exhibit 2- Agreement N. ID 15 -269 Consider adoption of an ordinance accepting competitive bids by way of a Cooperative Purchasing Program Participation Agreement with the City of Frisco under section 271.102 of the Local Government Code, for the purchase of respiratory protective equipment and parts for the City of Denton Fire Department; providing the expenditure of funds therefor; and providing and effective date (File 5763- awarded to Hoyt Breathing Air Products for a three (3) year total amount not -to- exceed $555,500). Attachments: Exhibit 1- Frisco Maintenance Bid Award Exhibit 2- Equipment Replacement Award Exhibit 3 -Cost Comparison Analysis Exhibit 4- Ordinance Exhibit 5 -Hoyt Cooperative Purchase Agreement O. ID 15 -270 Consider adoption of an ordinance approving a contract for the purchase of one (1) Haul -All M -class single stream 14 cubic yard side loading refuse collection body for the City of Denton Parks department which is available from only one source and in accordance with Texas Local Government Code 252.022, such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5794- awarded to Haul All Equipment, Ltd. in the amount of $73,682.50). Attachments: Exhibit 1 -Quote Exhibit 2 -Fleet Memo Exhibit 3-Haul-All Memo Exhibit 4- Ordinance P. ID 15 -271 Consider adoption of an ordinance approving a professional services agreement for the development of a City of Denton Public Art Master Plan which is available from a local expert source, which staff has recommended as the best value procurement and in accordance with Texas Local Government Code 252.022 (4), such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5795- awarded to Margaret Chalfant in an amount not to exceed $80,000). Attachments: Exhibit 1 -Memo from Parks Director Exhibit 2- Ordinance Exhibit 3- Contract Q. ID 15 -272 Attachments: Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of shoot -on connectors for Denton Municipal Electric (DME); and providing an effective date (RFP 5709- awarded to Techline, Inc. in the three (3) year not -to- exceed amount of $150,000). Exhibit 1- Evaluation and BAFO Sheet Exhibit 2- Ordinance Exhibit 3- Contract City ofDenton Page 9 Printed on 41212015 City Council Meeting Agenda April 7, 2015 R. ID 15 -273 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the University of North Texas for the purpose of hosting the African Cultural Festival; providing for the expenditure of funds; and providing for an effective date. ($550) Attachments: Exhibit 1 - Ordinance Exhibit 2 - Agreement S. ID 15 -277 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on the north side of East Mulberry Street from its intersection with South Industrial Street to its intersection with South Austin Street; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton, and providing for an effective date. The Traffic Safety Commission recommends approval (5 -0). Attachments: Exhibit 1. Location Map Exhibit 2. Letters from applicant Exhibit 3. Excerpt from January Traffic Safety Committee Minutes Exhibit 4. Ordinance T. ID 15 -283 Consider adoption of an ordinance of the City Council of Denton, Texas authorizing the City Manager to execute a Local Transportation Project Advance Funding Agreement (LPAFA) for a Congestion Mitigation and Air Quality (CMAQ) Improvement Project (construction of sidewalks for the Wilson and Pecan Creek Elementary School areas) with the Texas Department of Transportation; authorizing the expenditure of funds therefor; and providing an effective date. Attachments: Exhibit 1 - Ordinance U. ID 15 -285 Consider approval of a resolution of the City of Denton, Texas, in opposition to Senate Bill 343 and any other legislation which would erode the authority of a home rule municipality; and providing for an effective date. Attachments: Exhibit 1 - Senate Bill SB003431 Exhibit 2 - Resolution V. ID 15 -295 Consider approval of the minutes of February 2, February 3, February 10, and February 17, 2015. Attachments: Exhibit 1 - February 2, 2015 Exhibit 2 - February 3, 2015 Exhibit 3 - February 10, 2015 Exhibit 4 - February 17, 2015 5. ITEMS FOR INDIVIDUAL CONSIDERATION — CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. 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 City of Denton Page 10 Printed on 41212015 City Council Meeting Agenda April 7, 2015 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 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 15 -198 Consider adoption of an ordinance of the City of Denton, Texas approving an Economic Development Program Grant Agreement between the City of Denton and BAM Denton Management Ventures, LLC; and providing an effective date (Business Air). Attachments: Exhibit 1 Agreement Exhibit 2 Ordinance B. ID 15 -199 Consider adoption of an ordinance of the City of Denton, Texas approving an Economic Development Program Grant Agreement between the City of Denton and WGBP Investments, LTD; and providing an effective date (West Gate Business Park). Attachments: Exhibit 1 Incentive Agreement Exhibit 2 Ordinance C. ID 15 -236 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the approval of a professional legal services agreement by and between Terry Morgan & Associates, P.C. and the City of Denton, Texas; providing for the expenditure of funds; and providing for an effective date. Attachments: Exhibit 1 Ordinance Exhibit 2 Letter Agreement D. ID 15 -240 Consider nominations /appointments to the City's Boards and Commissions: Health & Building Standards Commission and Human Services Advisory Committee. E. ID 15 -251 Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $98,925,000 in principal amount of "City of Denton Certificates of Obligation, Series 2015" (including up to $8,258,000 for General Government activities, up to $10,542,000 for Solid Waste Fund activities, and up to $80,125,000 for Electric, Water and Wastewater Fund activities); authorizing the issuance of the Certificates; delegating the authority to certain City officials to execute certain documents relating to the sale of the Certificates; approving and authorizing instruments and procedures relating to said Certificates; and enacting other provisions relating to the subject. City of Denton Page 11 Printed on 41212015 City Council Meeting Agenda April 7, 2015 Attachments: Exhibit 1 - Preliminary Official Statement (DRAFT) Exhibit 2 - Ordinance F. ID 15 -252 Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $49,120,000 in principal amount of "City of Denton General Obligation Refunding and Improvement Bonds, Series 2015 "; authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; and enacting other provisions relating to the subject. Attachments: Exhibit 1 - Preliminary Official Statement (DRAFT) Exhibit 2 - Ordinance 7. PUBLIC HEARINGS A. S14 -0008 Hold a public hearing and consider a Specific Use Permit (SUP) for a Group Home on approximately 0.391 acres of land generally located on the west side of N Elm Street near the intersection with Ferguson Street. The subject property is located within a Downtown Commercial General (DC -G) zoning district (S14-0008, Wheeler House). The Planning and Zoning Commission recommends approval (5 -1) with a condition. Attachments: Exhibit 1 - Planning and Zoning Commission Staff Report Exhibit 2 - Site Location Aerial Map Exhibit 3 - Zoning Map Exhibit 4 - Project Narrative Exhibit 5 - Site Plan Exhibit 6 - Floor Plan Exhibit 7 - March 11, 2015 Planning and Zoning Commission Minutes Exhibit 8 - Public Notification Map Exhibit 9 - 200 ft. Property Owner Notice Responses Exhibit 10 - Draft Ordinance B. S13 -0007 Hold a public hearing and consider a Specific Use Permit (SUP) to allow for expansion of the Municipal Solid Waste Landfill and associated Solid Waste and Recycling ground services operations and equipment storage on approximately 156.9 acres. The subject property is zoned Industrial Center General (IC -G) and is generally located north of Spencer Road and east of Mayhill Road. The Planning and Zoning Commission recommends approval (5 -2) with conditions. City of Denton Page 12 Printed on 41212015 City Council Meeting Agenda April 7, 2015 Attachments: Exhibit 1 - Planning and Zoning Commission Staff Report Exhibit 2 - Site Location - Aerial Map Exhibit 3 - Zoning Map Exhibit 4 - Proiect Narrative Exhibit 5 - Site Plan Exhibit 6 - ESA Map Exhibit 7 - October 23, 2014 Planning & Zoning Commission Minutes Exhibit 8 - January 21, 2015 Planning & Zoning Commission Minutes Exhibit 9 - February 18, 2015 Planning & Zoning Commission Minutes Exhibit 10 - Public Meeting Comment Cards Exhibit 11 - Public Notification Map Exhibit 12 - 200 ft. Property Owner Notice Responses Exhibit 13 - Draft Ordinance C. ID 15 -241 Hold a public hearing and consider adoption of an ordinance granting approval, in accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the non -park use of a part of Quakertown Park for the purpose of installing and maintaining a sanitary sewer line for the Senior Center connector of the Pecan Creek Interceptor III Project; providing for a notice by the City of Denton, Texas of non -park use for installation and maintenance of sanitary sewer line and reservation of easement in the event of sale of park; and providing an effective date. The Parks, Recreation and Beautification Board recommends approval (7 -0). Attachments: Exhibit 1 - 078 Ac Sanitary Sewer Esmt - PEC3 Exhibit 2 - PC12 san sewer SENIOR CENTER Exhibit 3 - Excerpt of March 2 2015 Park Board Minutes - Senior Center Exhibit 4 - Ordinance - Quakertown Park - Senior Center D. ID 15 -242 Hold a public hearing and consider adoption of an ordinance granting approval, in accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the non -park use of a part of North Lakes Park for the purpose of installing and maintaining a water line and a sanitary sewer line for the Vista Del Arroyo Offsite Utilities Project; providing for a notice by the City of Denton, Texas of non -park use for installation and maintenance of a water line and sanitary sewer line and reservation of easement in the event of sale of park; and providing an effective date. The Parks, Recreation and Beautification Board recommends approval (7 -0). Attachments: Exhibit 1 - Vela Athletic Complex Legal Description for Water and Sewer Easem Exhibit 2 - Excerpt of March 2 2015 Park Board Minutes - Vela Exhibit 3 - Ordinance North Lakes Park - Vista Del Arroyo E. Z14 -0010 Hold a public hearing and consider an initial zoning of Neighborhood Residential 4 (NR -4) on approximately 17.76 acres and Neighborhood Residential 6 (NR -6) on approximately 22.57 acres of land on a tract totaling 40.33 acres in size. The subject property is generally located on the west side of Cooper Creek Road, approximately 750 feet south of Silver Dome Road and 1,250 feet north of Fishtrap City of Denton Page 13 Printed on 41212015 City Council Meeting Agenda April 7, 2015 Road (Z14- 0010, Windsor Oaks). The Planning and Zoning Commission recommends approval (6 -0). Attachments: Exhibit 1 - Planning and Zoning Commission Staff Report Exhibit 2 - Site Location - Aerial Map Exhibit 3 - Zoning Map Exhibit 4- Future Land Use Map Exhibit 5 - Proiect Narrative Exhibit 6 - January 7th 2015 Planning and Zoning Commission Minutes Exhibit 7 - March 11. 2015 Plannina & Zonina Commission Minutes Exhibit 8 - Public Notification Map Exhibit 9 - 200 ft. Property Owner Responses Exhibit 10 - Draft Ordinance F. ID 15 -255 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, adopting Standards of Care for Youth /Teen Programs administered by Denton's Parks and Recreation Department pursuant to Texas Human Resources Code Section 42.041 (b) (14); and providing an effective date. The Parks, Recreation and Beautification Board recommend approval 7 -0. Attachments: Exhibit 1 - Excerpt of Park Board Minutes - March 2 2015 Exhibit 2 - Ordinance and 2015 Standards of Care G. ID 15 -262 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas designating portions of certain retail establishments, public buildings, and food establishments as nonsmoking areas; providing notification requirements; prohibiting smoking in designated nonsmoking areas; providing exceptions; providing penalties; providing a severability clause, repealing ordinance 2012 -367, and any other ordinance in conflict herewith; and providing for an effective date. Attachments: Exhibit 1 Redlined Ordinance Exhibit 2 Revised Ordinance H. A15 -0012 Hold the first of two public hearings to consider the annexation of approximately 678.49 acres of land contained in eight of the fifteen annexation areas, which received a Non - Annexation Agreement in 2010, and do not comply with the exemption requirements in the Texas Local Government Code Chapter 43.035 or did not execute a Non - Annexation Extension Agreement. Four annexation areas consist of approximately 508.79 acres, generally located in northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1, and are identified as PAA1, PAA2, PAA3, and PAA4. The remaining four areas include approximately 169.70 acres of land, and are unincorporated ETJ pockets located within the body of the City of Denton's corporate limits, and identified as DH2, DH3, DH4, and DH 11; providing for severability and an effective date. Attachments: Exhibit 1 - 2015 Annexation Service Plan Exhibit 2 - Location Map and General Descriptions City of Denton Page 14 Printed on 41212015 City Council Meeting Agenda April 7, 2015 L DCA14 -0009 Continue a public hearing and consider adoption of an ordinance amending f 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- 0009f). The Planning and Zoning Commission recommends denial (4 -3). A supermajority vote by City Council is required to adopt a motion to approve this ordinance. Attachments: Exhibit 1 - Amendment to DDC SECTION 35.5 - Zoning Districts and Limitations Exhibit 2 - New DDC SECTION 35.5.10 - clean and redline Exhibit 3 - DDC Section 35.7.16 - Gas Well Combining District - clean and redlir Exhibit 4 - DDC Section 35.16.7 - Gas Well Notification Disclosure Exhibit 5 - Amendments to DDC Subchapter 35.22 - General Regulations - cleai Exhibit 6 - Gas Well Fee Schedule - redline amendments and existing Ord. 201; Exhibit 7 - Draft Pipeline 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 - February 4, 2015 P &Z Meeting Draft Minutes Exhibit 11 - Gas Well Amendments Ordinance 8. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: 9. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting 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 of Denton Page 15 Printed on 41212015 City Council Meeting Agenda April 7, 2015 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 16 Printed on 41212015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT ON File #: ID 15 -169, Version: 1 DEPARTMENT: CM/ ACM: Date: Police John Cabrales April 7, 2015 Legislation Text Agenda Information Sheet SUBJECT Receive a report, hold a discussion, and give staff direction regarding potential changes to Chapter 27, Article VI of the Code of Ordinances relating to vehicles for hire. BACKGROUND The City of Denton Vehicle for Hire Ordinance governs the operation of taxicabs, limousine services and shuttle service originating in the City. The ordinance explains the definition of these three types of services including provisions requiring the licensing of companies engaged in these services and the permitting of operators working for those companies. The ordinance lists fees as well as qualifications for obtaining licensing for businesses and permitting for operators. Provisions regarding the background of drivers eligible to work for vehicle for hire companies are listed as well as permanent disqualifiers to ensure the safety of citizens from known offenders. The ordinance lists aesthetic and safety standards of vehicles utilized and provisions to remove from service any vehicle not sufficiently maintained. Through this framework, the current ordinance addresses the safe operation of vehicles for hire in the City. These operating conditions are listed to maintain compliance with the Texas Local Government Code § 215.004, which requires a municipality to license, control and otherwise regulate transportation services for compensation. In January 2015, Transportation Network Company (TNC) Uber contacted City officials and advised of their intent to begin operations in the City of Denton within the first quarter of 2015. On February 4, 2015 Transportation Director, Mark Nelson, former Assistant to the City Manager, Allison Ream, and Lieutenant David Mays met with Uber- Dallas General Manager Leandre Johns regarding how Uber could operate under Denton's current Vehicle for Hire Ordinance. A provision of the current ordinance allowing for temporary permitting to assess the feasibility of new technology or services could provide an avenue under which Uber as a TNC could operate in Denton. The necessity of using this provision is due to Uber's business model, which does not fit the specific definition of a taxicab, limousine or shuttle service in the current ordinance. Specifically, Uber does not have a facility from which the service is operated nor does it have company owned or leased vehicles that will be used to transport the public in Denton. Because Uber's drivers are independent contractors and not employees, Mr. Johns raised the issue that Uber would like an exemption from the ordinance requirement that their drivers obtain an operator permit from the City and would instead prefer an audit process of a sampling of Uber drivers by City officials. First, Mr. Johns is concerned that any member of the public via an open records request could obtain Uber driver information maintained by the police department. Second, Uber utilizes a private background screening process going back seven years to protect the safety of its riders and therefore Mr. Johns does not see the value in the police department performing a separate City of Denton Page 1 of 3 Printed on 4/2/2015 File #: ID 15 -169, Version: 1 check of these drivers. To address the open records concern, City staff removed the driver address and social security number blanks from the driver permit application. The elimination of this information on the application addresses Mr. Johns' concern while still maintaining the safety inherent in obtaining a criminal background check performed by the police department before issuance of a driver's permit. The concern with adoption of an audit only policy for Uber's drivers, and specifically the seven year time frame Uber utilizes in the private background screening, is that their process is inferior to the check conducted by the police department of other vehicle for hire drivers and does not meet the standards of the current ordinance. Specifically, some offense convictions preclude issuance of an operator's license by the City regardless of time lapse since conviction. Because those convictions could have occurred before the seven year timeframe utilized by Uber's third party verification company, the City would be allowing differing standards for Uber than those currently prescribed for all other transportation for hire carriers operating in the City. Also, an audit only practice would allow Uber to be the sole determiner of what is an allowable criminal background for vehicle for hire drivers servicing the citizens of Denton. Regarding insurance, Uber provides a one million dollar corporate insurance policy for drivers who have accepted a fare or are currently transporting a passenger and a one million dollar uninsured /underinsured policy in instances where the contracted driver is not at fault in the collision. Recently, Uber began providing a gap policy of fifty thousand dollars per individual per incident bodily injury coverage, with a limit of one hundred thousand dollars total for bodily injury coverage and twenty -five thousand dollars per incident coverage for property damage. This coverage exceeds state minimum personal liability coverage in Texas and provides for incidents where a private liability policy is not applicable because the insured had the Uber app on and was available for hire. Instances where this coverage would become necessary would be fact specific and based on the interpretation of the incident by the individual private insurance carrier. RECOMMENDATION In order to provide Uber the same opportunity to operate in the City as other carriers it is necessary that Uber be allowed probationary licensing under section 27 -176 of the current ordinance until revisions can be made to more accurately reflect the nontraditional business model of a TNC. As a condition of this probationary license, Uber must require their drivers to complete the revised permit application which will require the same background screening performed for other vehicle for hire drivers. FISCAL INFORMATION The low cost of fees associated with both the licensing of a company and the permitting of drivers will not make a significant impact on revenue for the City. While there is no anticipated increase in operating expense, the proposed recommendations will require existing staff to absorb an increased workload. EXHIBITS None Respectfully submitted: Lee Howell Chief of Police Prepared by: City of Denton Page 2 of 3 Printed on 4/2/2015 File #: ID 15 -169, Version: 1 David Mays Lieutenant City of Denton Page 3 of 3 Printed on 4/2/2015 h rwm d by I cx:ls i''I City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: S115 -0008, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Improvement Services /Community Development CM/ ACM: John Cabrales, Jr. Date: April 7, 2015 SUBJECT Receive a report, hold a discussion and give staff direction regarding local efforts to provide assistance to the homeless and those at -risk of becoming homeless. BACKGROUND The Community Development Division has been asked to provide a report on coordinated initiatives being implemented to address and end homelessness in Denton to the City Council. Causes of homelessness are complex. Addressing the impact on the community's capacity and available resources is equally complex. It takes a high level of collaboration and focus to implement effective interventions. The Denton County Homeless Coalition (DCHC), formed in June 2001, is a community -wide collective effort of local services for the homeless and those at risk of homelessness. The Coalition serves as a catalyst for coordinating existing services and leveraging resources which proves to be an effective strategy for ending homelessness throughout the area. There are many valuable partners, both public and private, who work on behalf of our community members that are experiencing homelessness or are at risk of homelessness. The Coalition is composed of 115 representatives from non - profit agencies, Denton County Governments, schools, churches, and other community stakeholders. The report will feature the ongoing efforts of the DCHC to coordinate services and it will highlight local initiatives to end homelessness. Through the collaboration of Coalition partners there have been successful strategies implemented that are reducing the duplication of services and improving the management of existing resources. The collective impact of community partners working together in the development of innovations and more effective systems designed to create a lasting impact that improves lives, cut costs for services, and generates a more stable and efficient service delivery system. By providing staff support to the Coalition, Community Development becomes an integral part of supporting localized strategic planning and decision making. Staff's assistance with grant application and administration also ensures that leverage for other funding opportunities will be available in this community. One example is the Emergency Solutions Grant (ESG). In FY2014 -15, the ESG grant is providing $625,000 to Denton County. More than $475,000 is utilized by social services agencies in Denton for citizens in Denton who are homeless or at risk of homelessness. City of Denton Page 1 of 2 Printed on 4/2/2015 File #: S115 -0008, Version: Access to these types of funds helps to reduce the cost of homelessness to the City of Denton. Continued support of the Coalition by the City of Denton will help ensure that there is a continued, unified effort to end homelessness. RECOMMENDATION Staff recommends the following: Continued funding in support of existing programs. Continued support of the Denton County Homeless Coalition and its partners. • Continued support of Community Development staff efforts to seek out and apply for funding for collaborative projects aimed at reducing the number of homeless and preventing homelessness. • Continued support of community collaborative projects aimed at reducing the number of homeless and preventing homelessness. FISCAL INFORMATION In the current year, the City has approved $67,300 in general funds and $25,000 in Community Development Block Grant funds that were awarded to agencies providing programs to the homeless and those at risk of homelessness. EXHIBITS Exhibit 1 PowerPoint Handouts Exhibit 2 DCHC Homeless Flier Respectfully submitted: Lancine Bentley Community Improvement Division Manager Prepared by: Barbara Ross Community Development Division Manager City of Denton Page 2 of 2 Printed on 4/2/2015 EndHomelessnessDenton. com facebook.com /PointlnTimeCount DCHC Goals: ❑ Impact ❑ Advocacy ❑ Coalition Building ❑ Information (Data) /Research ENDING HOMELESSNESS IN DENTON BASIC SERVICES: ❑ Street Outreach ❑ Shelters (Emergency /Short -Term) HOUSING: (Transitional, Supportive, Permanent) ❑ Homelessness Prevention ❑ Rapid Re- Housing ENDING HOMELESSNESS IN DENTON 3/31/2015 N M FunwNG MeaG Ev!aa $IW opnom 10 DRAFT CONCEPT �ua RAI "o" 12Y, ol F a � , D o �Pwl 11 ENDING HOMELESSNESS IN DENTON ❑ Health Care — Physical & Mental ❑ Employment/income ❑ Emergency Services ❑ Food Security ❑ Transportation ❑ Education ❑ Child Care ❑ Legal /Document Services ENDING HOMELESSNESS IN DENTON sill Federal Funding in the Community ❑ Emergency Solutions Grant (ESG) $625,000 ❑ Supportive Housing Program (SHP) ❑ Emergency Food and Shelter Grant (EFSP) ❑ Continuum of Care Grant (CoC) City of Denton 2014 -15 - $67,300 (26 %) ENDING HOMELESSNESS IN DENTON ❑ Homeless Management Info System (HMIS) ❑ Data Collection Annual Point -In -Time Count/ 100K Homes ❑ Housing The Homeless Task Force ❑ Denton Coordinated Access Network (CAN) ❑ Bridging the Gap ENDING HOMELESSNESS IN DENTON Vulnerability Survey Factors 1. Liver Disease 2. Kidney Disease /End -Stage Renal Disease 3. HIV + /AIDS 4. Age over 60 years 5. History of Cold Weather Injury 6. 3 or more ER visits in previous 3 months 7. 3 or more hospital inpatient visits in the past year 8. Tri- morbidity (mental health + substance use + physical illness) ENDING HOMELESSNESS IN DENTON Tuberculosis Hepititis C Cancer Asthma Diabetes Emphysema HIV +/AIDS Heart Disease Liver Disease Heat Stroke Frostbite Kidney Disease ENDING HOMELESSNESS IN DENTON 3/31/2015 %a • 5.7 years 74.79% have NO health insurance • 32% in shelter • 45% on street or in car • 19% places not habitable 73% spent at least one night in J (86 persons @$9,499 = $816,914) Average Cost to Incarcerate Pretrial Defendants with Misdemeanor Charges: $9,499 ENDING HOMELESSNESS IN DENTON l� I 3/31/2015 • 122 total ER visits reported in last 3mo (annual cost of $244,000 @ only $500 /visit) • 71 inpatient hospitalizations reported (annual cost of $103,802 @ $1,462/day) • Inpatient and ER costs combined total over $347,802 annual for 119 peor- ENDING HOMELESSNESS IN DENTON Q�— April 7, 2015 Briefing Homelessness in Denton EndHomelessnessDenton.com facebook.comlPointl nTimeCount 3 LOCAL SERVICES FOR THE HOMELESS AND THOSE AT RISK OF HOMELESSNESS A person is homeless who is literally on the street, staying in an emergency shelter, or living in a place not fit for human habitation. A person is at risk of homelessness if they are about to be evicted from a current place of habitation. Local nonprofit agencies, churches and other stakeholders and provide both the Basic Services and Supportive Services necessary for a family or an individual who is experiencing homelessness or at risk of homelessness to achieve the necessary self - sufficiency to remain stably housed. 2015 Point -in -Time Count Highlights • 27.2% are Chronically homeless • 9.2% are Veterans (40% Vietnam) • 45.40% are Employed homeless (29.6% FT) • Only 18.9% list unemployment as a cause • 20.2% have a serious mental illness Trends Less housed in Shelters but more in Transitional Housing (11 %) and also an increase in those on the street (9 %). Over the last 2 years there has been a drop in the length of being homeless on the street from 1 yr to 5.6 months. ESTIMATED DENTON HOMELESS 2015: 465 persons Homeless population increases as City population increases. COORDINATED ACCESS NETWORK (CAN) Denton CAN is a system that coordinates agencies to reduce the number of entry points for the homeless or those at risk of becoming homeless. Entry Points will have trained individuals to screen, determine needs and refer to available services. Denton is a pilot communities for the CAN. HOMELESS INFORMATION MANAGEMENT SYSTEM (HMIS) Database shared by multiple nonprofit agencies to count and record services provided. Required by multiple government grants. POINT -IN -TIME (PIT) COUNT Annual Count of the Homeless in Denton County. The count is conducted the Third Thursday in January. PIT provides the community with valuable data about the number of homeless in Denton County. PIT Count 2015 is January 22, 2015. 100K HOMES DENTON REGISTRY WEEK In conjunction with National Hunger and Homelessness Awareness Week (Nov. 17 -21), DCHC conducted the 100K Homes Vulnerability Index to identify those chronically homeless who are most likely to die living on the street. Five will will be housed and pro- vided wrap- around (supportive services) to help them regain a level of health and self- sufficiency necessary to maintain housing. BRIDGING THE GAP Bridging the Gap participants are working together to educate each other about what available resources agencies, faith based entities, and individuals are able to provide in an attempt to stretch agency dollars and charitable funds as far as possible with the best possible impact. Representatives from 115 non - profit agencies, Denton County Governments, schools & other stakeholders are in- volved in the Coaltion. DCHC is committed to ending homelessness guides us to connect community resources and encourage innovations for continuous improvement. DCHC Goals: Impact Advocacy Coalition Building Information (Data)/Research endhomelessnessdenton.com City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -284, Version: 1 DEPARTMENT: CM/ ACM: Date: SUBJECT Fire John Cabrales April 7, 2015 Legislation Text Agenda Information Sheet Receive a report, hold a discussion, and give staff direction regarding an ordinance to adopt the 2012 International Fire Code (IFC) as amended by the City. BACKGROUND The current 2009 IFC code, as amended, was adopted September 11, 2012. The 2012 IFC was published by the International Code Council (ICC) in the first quarter of 2012. The 2012 code was then reviewed by the Fire Advisory Board of the North Central Texas Council of Governments (COG). Recommended amendments by COG were released March 2013. Fire Prevention staff began reviewing the 2012 IFC along with the COG amendments in January 2014. The Fire Department worked closely with Building Inspections to ensure consistency and continuity between the various codes. Review of the code and COG amendments was completed in October 2014. Amendments to the code were drafted based on IFC changes, COG recommendations, and local practices. The 2012 IFC with proposed amendments was presented during a Builder's Luncheon on November 12, 2014, to approximately 80 professionals in the construction field. Significant changes in the code were highlighted, proposed amendments were outlined, and a positive reception received from the group. The IFC 2012 and proposed local amendments were presented to the Health and Building Standards Commission (HaBSCo) on March 26, 2015. A 6 -0 vote was made to recommend approval by City Council with 1 abstaining vote. A presentation was made to members of the Denton Community Development Alliance hosted by the Denton Chamber of Commerce with positive discussion and feedback. The proposed local amendments are currently posted on the Fire Departments' website for review and comments. OPTIONS Request additional information on the 2012 IFC and proposed amendments. 2. Recommend adoption RECOMMENDATION City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -284, Version: 1 Staff recommends the City Council adopt IFC 2012 with local amendments. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Health and Building Standards Commission reviewed the proposed adoption and local amendments. A 6 - 0 vote was made to recommend approval by City Council with 1 abstaining vote. FISCAL INFORMATION Implementation of the proposed re- inspection fee could generate approximately $15,000 in revenue. EXHIBITS 1. Proposed ordinance with local amendments 2. Power Point Presentation Respectfully submitted: Robin Paulsgrove Fire Chief Prepared by: Laura Behrens Fire Marshal City of Denton Page 2 of 2 Printed on 4/2/2015 ORDINANCE NO. AN ORDINANCE AMENDING CHAPTER 29 OF THE CODE OF THE CITY OF DENTON, TEXAS, TO PROVIDE FOR THE ADOPTION OF THE INTERNATIONAL FIRE CODE, 2012 EDITION; PROVIDING FOR AMENDMENTS THERETO; RE- ESTABLISHING PERMIT FEES; PROVIDING FOR A PENALTY IN THE AMOUNT OF $2000 FOR VIOLATIONS THEREOF; PROVIDING FOR SEVERABILITY; REPEALING ALL ORDINANCES IN CONFLICT THEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l: That Chapter 29 of the Code of the City of Denton, Texas is amended to read as follows: ARTICLE I. GENERAL PROVISIONS Sec. 29 -1 International Fire Code -- Adopted. There is hereby adopted by the City of Denton, Texas for the purpose of prescribing regulations governing conditions hazardous to life and property from fire and explosion, those certain Codes and Standards known as the International Fire Code, including Appendices A -J, published by the International Code Council, Inc., being particularly the 2012 editions thereof and whole thereof, save and except such portions as are hereinafter deleted, modified or amended by section 29 -2 of this ordinance. A copy of said Fire Code is now filed in the office of the City Secretary, and is hereby adopted and incorporated as fully as if set out at length herein, and from the date on which this ordinance shall take effect, the provisions thereof shall be controlling within the limits of the City of Denton and within five thousand (5,000) feet thereof, where specified therein. Sec. 29 -2 Amendments. The International Fire Code, as adopted in Section 29 -1, is hereby amended as follows: A. By the amendment of the International Fire Code, as follows: * *Section 101. 1; amended to read as follows: 101.1 Title. These regulations shall be known as the Fire Code of the City of Denton, Texas, the "Fire Code" or, in the context of the following amendments, "this code ". * *Section 101.2; second paragraph added to read as follows: The provisions of this code shall supplement any and all laws relating to fire safety and shall apply to all persons without restriction, unless specifically exempted. * *Section 102.4.1; added to read as follows: 102.4.1 Application of other codes. The design and construction of new structures shall comply with this code, and other codes as applicable; and any alterations, additions, changes in use or changes in structures required by this code which are within the scope of this and other codes shall be made in accordance therewith. "Section 102.7; amended to read as follows: 102.7 Referenced codes and standards. The codes and standards referenced in this code shall include those that are listed in Chapter 80, and such codes and standards shall be considered part of the requirements of this code to the prescribed extent of each such reference. Where differences occur between the provisions of this code and the referenced standards, the provisions of this code shall apply. Whenever amendments have been adopted to the referenced codes and standards, each reference to said code and standard shall be considered to reference the amendments as well. Any reference to NFPA 70 or the ICC Electrical Code shall mean the Electrical Code as adopted. "Section 102.7.2; added to read as follows: 102.7.2 Provisions in referenced codes and standards. Where the extent of the reference to a referenced code or standard includes subject matter that is within the scope of this code and any adopted amendments, the provisions of this code and any adopted amendments, as applicable, shall take precedence over the provisions in the referenced code or standard. "Section 103.1; second paragraph added to read as follows: Under the chiefs direction, the fire department is authorized to enforce all ordinances of the jurisdiction pertaining to: 1. The prevention of fires, 2. The suppression or extinguishments of dangerous or hazardous fires, 3. The storage, use and handling of hazardous materials, 4. The installation and maintenance of automatic, manual and other private fire alarm systems and fire- extinguishing equipment, 5. The maintenance and regulation of fire escapes, The maintenance of fire protection and the elimination of fire hazards on land and in buildings, structures and other property, including those under construction, 7. The maintenance of means of egress, The investigation of the cause, origin and circumstances of fire and unauthorized releases of hazardous materials, and 9. The investigation of the cause, origin and circumstances of explosions. For authority related to control and investigation of emergency scenes, see Section 104. "Section 103.1.2; added to read as follows: 103.1.2 Department of Fire Prevention Personnel and Police. The chief and members of the Department of Fire Prevention shall have authority to issue citations for violations of this code. "Section 103.4.2; added section to read as follows: 103.4.2 Local Liability. All regulations provided in this Code are hereby declared to be governmental and for the benefit of the general public. Any member of the City Council, 2 any city official or employee, or any member of the Health and Building Standards Commission charged with the enforcement of this code, acting for the City in the discharge of his or her duties, are entitled to the legal protections afforded by Article VIII of Chapter 2 of the Code of the City of Denton, Texas ( §2 -243 through 2 -250), as amended, or as otherwise provided by State law, if better. "Section 104.10.2; added to read as follows: 104.10.2 Hazardous Materials. The fire code official is authorized to investigate the cause, origin, and circumstances of any unauthorized releases of hazardous materials. "Section 104.10.3; added to read as follows: 104.10.3 Explosives. The fire code official is authorized to investigate the cause, origin, and circumstances of explosions, explosives handling, manufacturing, and usage of explosive materials. "Section 105.3.3; amended to read as follows: 105.3.3 Occupancy Prohibited before Approval. The building or structure shall not be occupied prior to the fire code official issuing a permit when required and conducting associated inspections indicating the applicable provisions of this code have been met. "Section 105.6.47; added to read as follows: 105.6.47 Gas and Oil Wells. An operational permit is required to operate gas and oil wells in the incorporated city limits of Denton following the issuance of a gas well permit by the City of Denton in accordance and compliance with all ordinances of the City of Denton, Texas, including without limitation, Subchapter 22 of the Denton Development Code of the City of Denton, Texas. "Section 106; added sections 106.2.3., 106.2.4,106.2.5, and 106.2.6, to read as follows: 106.2.3 Frequency of Inspection. All owners of, occupants of, tenants of, lessees of or persons making use of any building or premises, or portions thereof, when used as nonresidential group occupancies, including hotels, lodging houses and congregate residences, as defined by the Building Code are required to accommodate annual inspections of such buildings, premises or portions thereof upon the reasonable and lawful demand of the Fire Marshal or his designated representative. Additionally, the Fire Marshal may initiate such inspections at such other times as he deems appropriate to satisfy the purposes of this ordinance, and may additionally inspect all other premises as may be necessary, including such other potential hazards or appliances as the Fire Marshal may specify, for the purpose of ascertaining and causing to be corrected any condition which would reasonably tend to cause a fire or contribute to its spread. 106.2.4 Annual Fire Protection Systems Testing. The annual testing of all fire sprinkler systems, fire alarm systems, fire extinguishing systems, hood extinguishing systems and fire pumps shall be witnessed by the Fire Code Official or his designee. 106.2.5 Annual Inspection Fees. The first annual inspection performed pursuant to Section 106 of this code shall be performed free of charge. If the Fire Marshal or his designee observes a violation of this chapter and performs a follow -up (re- inspection) inspection to determine whether a violation or violations observed during the previous inspection have been corrected, a fee shall be charged, and the occupant or lessee shall pay said fee within 30 days of being billed therefore as condition to continue lawful occupancy of the building or dwelling to be inspected. Said fee shall be based upon the amount of interior area of the building leased, occupied or used by the person. The fee shall be in the amount established, and from time to time amended, by ordinance of City Council, a copy that shall be kept on file with the City Secretary. Follow up inspection 3 fees for common areas of such buildings or premises shall be charged to and paid by the owner in accordance with the area inspected. 106.2.6 Permit and Permit Fees. Any permit required by Sections 105 or 106 of the Code shall be issued only upon payment of a permit fee in an amount established, and as from time to time amended, by ordinance of the City Council, a copy of which shall be kept on file with the City Secretary. * *Section 109.4; amended to read as follows: 109.4 Violation Penalties. Persons who violate any provision of this code, who fail to comply with any of the requirements thereof, or who erect, install, alter, repair or perform work in violation of the approved construction documents, the directives of the fire code official, or the conditions of any permit or certificate issued under provisions of this code, shall be subject to prosecution of a misdemeanor offense punishable by a fine as specified in §1 -12 of the Code of the City of Denton, Texas. Each day that a violation continues after due notice has been served shall be deemed a separate offense. * *Section 110.4; amended to read as follows: 110.4 Abatement. Any person operating or maintaining any occupancy, premises or vehicle subject to this Code who shall permit any fire hazard to exist on the premises under his or her control, or who shall fail to take immediate action to abate a fire hazard when ordered or notified to do so by the code official or his duly authorized representative, shall be guilty of a separate offense for each and every day or portion thereof which any violation of any of the provisions of this Code is committed or continued. * *Section 111.4; amended to read as follows: 111.4 Failure to comply. Any person who shall continue any work after having been served with a stop work order, except such work as that person is directed to perform to remove a violation or unsafe condition, shall be liable to a fine of not less than two hundred ($200) dollars or more than the maximum fine specified in §1 -12 of the Code. * *Section 202; the following definitions are added or amended to read as follows: AMBULATORY HEALTH CARE FACILITY. Buildings or portions thereof used to provide medical, surgical, psychiatric, nursing or similar care on a less than 24 -hour basis to individuals who are rendered incapable of self - preservation. This group may include but not be limited to the following: Dialysis centers Sedation dentistry Surgery centers Colonic centers Psychiatric centers DEPARTMENT OF FIRE PREVENTION. The Denton Fire Department members authorized by the Fire Chief. FIRE CODE OFFICIAL. The Fire Marshal or other designated authority charged by the City Council with the duties of administration and enforcement of the code, or a duly authorized representative. FIRE DEPARTMENT. The City of Denton Fire Department. FIRE WATCH. A temporary measure intended to ensure continuous and systematic surveillance of a building or portion thereof by one or more qualified individuals or standby personnel when required by the fire code official for the purposes of identifying and controlling fire hazards, detecting early signs of unwanted fire, raising an alarm of fire and notifying the fire department. HIGH -RISE BUILDING. A building having floors used for human occupancy located more than 55 feet (16,764 mm) above the lowest level of fire department vehicle access. JURISDICTION. The City of Denton, Texas SELF - SERVICE STORAGE FACILITY. Real property designed and used for the purpose of renting or leasing individual storage spaces to customers for the purpose of storing and removing personal property on a self - service basis. STANDBY PERSONNEL. Qualified fire service personnel, approved by the Fire Chief. When utilized, the number required shall be as directed by the Fire Chief Charges for utilization shall be calculated at 1.5 times the hourly wage rate for each individual assigned. "Section 307.1.1; amended to read as follows: 307.1.1 Prohibited open burning. Open burning that is offensive or objectionable because of smoke emissions or when atmospheric conditions or local circumstances make such fires hazardous shall be prohibited. Exception: {No change.} "Section 307.2; amended to read as follows: 307.2 Permit required. A permit shall be obtained from the fire code official in accordance with Section 105.6 prior to kindling a fire for recognized silvicultural or range or wildlife management practices, prevention or control of disease or pests, or open burning. Application for such approval shall only be presented by and permits issued to the owner of the land upon which the fire is to be kindled. Examples of state or local law, or regulations referenced elsewhere in this section may include but not be limited to the following: 1. Texas Commission on Environmental Quality (TCEQ) guidelines and /or restrictions. 2. State, County or Local temporary or permanent bans on open burning. 3. Local written policies as established by the Code Official. "Section 307.3; amended to read as follows: 307.3 Extinguishment authority. The fire code official is authorized to order the extinguishment by the permit holder, another person responsible or the fire department of open burning that creates or adds to a hazardous or objectionable situation. "Section 307.4; amended to read as follows, deleted exception 2: 307.4 Location. The location for open burning shall not be less than 300 feet from any structure, and provisions shall be made to prevent the fire from spreading to within 300 feet of any structure. Exceptions: 1. Fires in approved containers that are not less than 15 feet from a structure. 1 92 deleted} 5 * *Section 307.4.1; amended to read as follows: 307.4.1 Bonfires. A bonfire shall not be conducted within 300 feet of a structure or combustible material. Conditions which could cause a fire to spread within 300 feet of a structure shall be eliminated prior to ignition. * *Section 307.4.2; amended to read as follows: 307.4.2 Recreational Fires. Recreational fires shall be prohibited within the incorporated city limits of Denton, Texas. * *Section 307.4.4; added to read as follows: 307.4.4 Trench Burns. Trench burns shall be conducted in air curtain trenches and in accordance with Section 307.2. * *Section 307.5; amended to read as follows: 307.5 Attendance. Open burning, trench burns, bonfires, or portable outdoor fireplaces shall be constantly attended until the fire is extinguished. A minimum of one portable fire extinguisher complying with Section 906 with a minimum of 4 -A rating or other approved on -site fire extinguishing equipment, such as dirt, sand, water barrel, garden hose or water truck, shall be available for immediate utilization. * *Section 308.1.1; add a sentence to read as follows: Unmanned free - floating devices containing an open flame or other heat source, such as but not limited to sky lanterns shall be prohibited. * *Section 308.1.4; amended to read as follows: 308.1.4 Open -flame cooking devices. Charcoal burners and other open -flame cooking devices shall not be operated on combustible balconies or within 10 feet of combustible construction. Exceptions: 1. One- and two - family dwellings. * *Section 308.1.6.2, Exception #3; amended to read as follows: Exceptions: 191 and 92 unchanged} 3. Torches or flame - producing devices in accordance with Section 308.1.3. 1 94 unchanged} * *Section 311.5; amended to read as follows: 311.5 Placards. The fire code official is authorized to require marking of any vacant or abandoned buildings or structures determined to be unsafe pursuant to Section 110 of this code relating to structural or interior hazards, as required by Section 311.5.1 through 311.5.5. * *Section 403.3; add Sections 403.3.1 and 403.3.2 to read as follows: 403.3.1 Training. Training for crowd managers shall be approved and shall be based upon a valid.) ob task analysis and duties outlined in Section 403.3.2. 403.3.2 Duties. The duties of crowd managers shall include: a. An inspection of the area of responsibility to identify and address any egress barriers b. An inspection of the area of responsibility to identify and mitigate any fire hazards c. Ensure compliance with all permit conditions, including those governing pyrotechnics and other special effects d. To direct and assist the event attendees in evacuation during an emergency e. Assist emergency response personnel if requested. f. Other duties outlined by the Fire Code Official g. Other duties outlined in the Emergency Plan "Section 503.1.1; the following sentence is added to the first paragraph: Except for single- or two - family residences, the path of measurement shall be along a minimum of a ten feet (10) wide unobstructed pathway around the external walls of the structure. "Section 503.1.4; added to read as follows: 503.1.4 Existing Fire Lanes. Any fire lane that has been established prior to passage of the ordinance from which this article is derived and designated by the fire marshal or that has been established by a separate ordinance shall be a fire lane for all intents and purposes and shall be maintained as required by this code. "Section 503.2.4; amended to read as follows: 503.2.4 Turning radius. Each fire apparatus access road shall have an inner turning radius of not less than 35 feet, and an exterior turning radius of not less than 55 feet, or shall have a design approved by the fire code official as functionally equivalent to this standard. "Section 503.2.9; added to read as follows: 503.2.9 Fire Lane Site Plan. (a) When fire lanes are required in accordance with the provisions of this article, the owner, builder, or developer shall submit a fire lane site plan measuring eight and one half (8- 1/2) inches by eleven (11) inches to the fire code official prior to issuance of a building permit. A copy of each approved fire lane site plan shall be kept on file with the fire department. (b) Construction of the building shall not begin until the fire lane site plan has been submitted and approved. "Section 503.3; amended to read as follows: 503.3 Marking. Where required by the fire code official, approved striping or, when allowed by fire code official, signs, or both, or other approved notices shall be provided for fire apparatus access roads to identify such roads or prohibit the obstruction thereof Signs or notices and striping shall be maintained in a clean and legible condition at all times and be replaced or repaired when necessary to provide adequate visibility. (1) Striping - Fire apparatus access roads shall be marked by painted lines of red traffic paint six inches (6 ") in width to show the boundaries of the lane. The words "NO PARKING FIRE LANE" or "FIRE LANE NO PARKING" shall appear in four inch (4 ") white letters at 20 feet intervals on the red border markings along both sides of the fire lanes. VA (2) Signs - shall read "NO PARKING FIRE LANE" or "FIRE LANE NO PARKING" and shall be 12" wide and 18" high. Signs shall be painted on a white background with letters and borders in red, using not less than 2" lettering. Signs shall be permanently affixed to a stationary post and the bottom of the sign shall be six feet, six inches (66 ") (1.98 m) above finished grade. Signs shall be spaced not more than fifty feet (50 feet) (15.2 m) apart. Signs may be installed on permanent buildings or walls or as approved by the code official. "Section 503.4; amended to read as follows: 503.4 Obstruction of fire apparatus access roads. Fire apparatus access roads shall not be obstructed by persons in any manner, including parking, stopping, or standing any non - emergency vehicle, whether attended or unattended, in a fire lane. The minimum widths and clearances established in Section 503.2.1 and any area marked as a fire lane as described in Section 503.3 shall be maintained at all times. The operator of a premise shall maintain, free of obstruction, all fire lanes on his premises. No person may mark, post or otherwise identify a non -fire lane private vehicular passageway as a fire lane or in such a manner as tends to create confusion as to whether the passageway is a fire lane. Any unauthorized vehicle found in or on a fire lane is: (1) Subject to removal by the operator of the premises, with the expense of removal and storage to be borne by the registered owner of the vehicle; (2) Subject to citation, as well as removal, by the fire marshal or a police officer; and (3) Deemed to constitute prima facie evidence of a violation of this section by: (1) a named lessee of an unattended vehicle, if subsequently determined to be under a lease or rental agreement at the time of the incident; (2) the registered owner of an unattended vehicle; or (3) by any occupant licensed to operate the vehicle, regardless of whether such license is expired, suspended or revoked. "Section 603.3.2.1, Exception; amended to read as follows: Exception: The aggregate capacity limit shall be permitted to be increased to 3,000 gallons (11,356 L) in accordance with all requirements of Chapter 57. "Section 603.3.2.2; amended to read as follows: 603.3.2.2 Restricted use and connection. Tanks installed in accordance with Section 603.3.2 shall be used only to supply fuel oil to fuel - burning equipment installed in accordance with Section 603.3.2.4. Connections between tanks and equipment supplied by such tanks shall be made using closed piping systems. "Section 604- 604.2.2; amended to read as follows: 604.1 Installation. Emergency and standby power systems required by this code or the International Building Code shall be installed in accordance with this code, NFPA 110 and 111. Existing installations shall be maintained in accordance with the original approval, except as specified in Chapter 11. 604.1.1 Stationary generators. Stationary emergency and standby power generators required by this code shall be listed in accordance with UL 2200. 604.1.2 Critical Operations Power Systems (COPS). For Critical Operations Power Systems necessary to maintain continuous power supply to facilities or parts of facilities that require continuous operation for the reasons of public safety, emergency management, national security, or business continuity, see NFPA 70. 604.2 Where required. Emergency and standby power systems shall be provided where required by Sections 604.2.1 through 604.2.24 or elsewhere identified in this code or any other referenced code. 604.2.1 Emergency voice /alarm communications systems. Emergency power shall be provided for emergency voice /alarm communications systems in the following occupancies, or as specified elsewhere in this code, in accordance with Section 907.5.2.2.5. Covered and Open Malls, Section 604.2.13 Group A occupancies, Sections 907.2.1.1 and 907.5.2.2.4. Special Amusement buildings, Section 907.2.12.3 High rise buildings, Section 907.2.13 Atriums, Section 907.2.14 Deep Underground buildings, Section 907.2.19 604.2.2 Smoke control systems. Standby power shall be provided for smoke control systems in the following occupancies, or as specified elsewhere in this code, in accordance with Section 909.11: Covered mall building, International Building Code, Section 404.5 Atriums, International Building Code, Section 404.7 Underground buildings, International Building Code, Section 405.5 Group I -3, International Building Code, Section 408.9 Stages, International Building Code, Section 410.3.7.2 Special Amusement buildings (as applicable to Group A's), International Building Code, Section 411.1 Smoke protected seating, Section 1028.6.2.1 "Section 604.2.19- 604.2.24; amended to read as follows: 604.2.19 Smokeproof enclosures and Stair Pressurization Alternative. Standby power shall be provided for smokeproof enclosures, stair pressurization alternative and associated automatic fire detection systems as required by the International Building Code, Section 909.20.6.2. 604.2.20 Elevator pressurization. Standby power shall be provided for elevator pressurization system as required by the International Building Code, Section 909.21.5. 604.2.21 Elimination of Smoke Dampers in Shaft Penetrations. Standby power shall be provided when eliminating the smoke dampers in ducts penetrating shafts in accordance with the International Building Code, Section 717.5.3, exception 2.3. 604.2.22 Common exhaust systems for clothes dryers. Standby power shall be provided for common exhaust systems for clothes dryers located in multistory structures in accordance with the International Mechanical Code Section 504.8, item 7. 604.2.23 Hydrogen Cutoff Rooms. Standby power shall be provided for mechanical ventilation and gas detection systems of Hydrogen Cutoff Rooms in accordance with the International Building Code, Section 421.8. 604.2.24 Means of Egress Illumination in Existing Buildings. Emergency power shall be provided for means of egress illumination in accordance with Section 1104.5 and 1104.5.1 when required by the fire code official. "Section 604.7; added to read as follows: C 604.7 Energy time duration. Unless a time limit is specified by the fire code official, in this chapter or elsewhere in this code, or in any other referenced code or standard, the emergency and standby power system shall be supplied with enough fuel or energy storage capacity for not less than 2 -hour full- demand operation of the system. Exception: Where the system is supplied with natural gas from a utility provider and is approved. "Section 605.11.3.2 through Section 605.11.3.2.4 removed and added to the 2012 International Residential Code M2302. "Section 901.4.3: added to read as follows: 901.4.3 Fire areas. {First part of section unchanged} ... determined in accordance with Section 707.3. 10 of the International Building Code. "Section 903.1.2; added to read as follows: 903.1.2 Residential systems. Unless specifically allowed by this code or the International Building Code, residential sprinkler systems installed in accordance with NFPA 13D or NFPA 13R shall not be recognized for the purposes of exceptions or reductions, commonly referred to as "trade- offs ", permitted by other requirements of this code. In addition, residential sprinkler systems installed in accordance with NFPA 13R must include attic sprinkler protection to be recognized for the purposes of such trade- offs permitted by other requirements of this code. "Section 903.2; amended to read as follows: 903.2 Required Installations of Automatic Fire Extinguishing Systems. An automatic fire extinguishing system shall be installed and maintained in each occupancy, as required by the provisions of Section 903. "Sections 903.2.1.1, 903.2.1.2, 903.2.1.3 and 903.2.1.4; amended to read as follows: 903.2.1.1 Group A -1. An automatic sprinkler system shall be provided throughout a fire area containing a Group A -1 occupancy, where one of the following conditions exists: 1. The fire area exceeds 10,000 square feet. 2. The fire area has an occupant load of 300 or more. 3. The fire area is located on a floor other than a level of exit discharge serving such occupancies. 4. The fire area contains a multitheater complex. 903.2.1.2 Group A -2. An automatic sprinkler system shall be provided throughout a fire area containing a Group A -2 occupancy, where one of the following conditions exists: 1. The fire area exceeds 5,000 square feet. 2. The fire area has an occupant load of 100 or more. 3. The fire area is located on a floor other than a level of exit discharge serving such occupancies. 903.2.1.3 Group A -3. An automatic sprinkler system shall be provided throughout a fire area containing a Group A -3 occupancy, where one of the following conditions exists: 1. The fire area exceeds 10,000 square feet. 2. The fire area has an occupant load of 300 or more. 10 3. The fire area is located on a floor other than a level of exit discharge serving such occupancies. 903.2.1.4 Group A -4. An automatic sprinkler system shall be provided throughout a fire area containing a Group A -4 occupancy, where one of the following conditions exists: 1. The fire area exceeds 10,000 square feet. 2. The fire area has an occupant load of 300 or more. 3. The fire area is located on a floor other than a level of exit discharge serving such occupancies. * *Section 903.2.8.3; added to read as follows: 903.2.8.3 Group R -1. An automatic sprinkler system shall be provided throughout buildings with a Group R -1 fire area, including all combustible concealed spaces and attic spaces. * *Section 903.2.9.2; amended to read as follows: 903.2.9.2 Bulk storage of tires. Buildings and structures where the area for the storage of tires exceeds 10,000 cubic feet shall be equipped throughout with an automatic fire sprinkler system in accordance with Section 903.3.1.1. * *Section 903.2.9.3; added to read as follows: 903.2.9.3 Self - service storage facility. An automatic sprinkler system shall be installed throughout all self - service storage facilities. * *Section 903.2.10; amended to read as follows: 903.2.10 Group S -2 enclosed parking garages. An automatic sprinkler system shall be provided throughout buildings classified as enclosed parking garages in accordance with Section 406.6 of the International Building Code. * *Sections 903.2.11.7 and 903.2.11.8; added to read as follows: 903.2.11.7 High -Piled Combustible Storage. For any building with a clear height exceeding 12 feet, see Chapter 32 to determine if those provisions apply. 903.2.11.8 Spray Booths and Rooms. New spray booths and spraying rooms shall be protected by an approved automatic fire - extinguishing system. * *Section 903.2.11.9; added to read as follows: 903.2.11.9 General. An automatic sprinkler system shall be installed in all new buildings of noncombustible construction, (Type I & II) including Group R -3, which exceed three stories in height or which have more than ten thousand (10,000) square feet of floor area regardless of fire area, area separation walls, or fire walls. 2. An automatic sprinkler system shall be installed in all new buildings of combustible construction, (Type III, IV & V) including Group R -3, which exceed two stories in height or which have more than seven thousand five hundred (7,500) square feet of floor area regardless of fire area, area separation walls, or fire walls. The owner(s) of any building shall be required to install an automatic sprinkler system at such time as the owner(s) constructs an addition or enlargement to the building if the total square footage of such addition, when combined with the total square footage of the existing building, exceeds ten thousand (10,000) square feet of 11 noncombustible construction (Type I & II) total floor area, regardless of fire area, area separation walls, or fire walls. 4. The owner(s) of any building shall be required to install an automatic sprinkler system at such time as the owner(s) constructs an addition or enlargement to the building if the total square footage of such addition, when combined with the total square footage of the existing building, exceeds seven thousand five hundred (7,500) square feet of combustible construction (Type III, IV & V) total floor area, regardless of fire area, area separation walls, or fire walls. * *Section 903.3.1.1; amended to read as follows: 903.3.1.1 NFPA 13 Sprinkler Systems. Where the provisions of this code require a building, or portion thereof, to be equipped throughout with an automatic sprinkler system, sprinklers shall be installed throughout in accordance with N.F.P.A. 13, latest edition, except as provided in Sections 903.3.1.1.1, 903.3.1.2 and 903.3.1.3. * *Section 903.3.1.1.1; amended to read as follows: 903.3.1.1.1 Exempt locations. When approved by the fire code official, automatic sprinklers shall not be required in the following rooms or areas, where such rooms are protected with an approved fire detection system in accordance with Section 907.2 that will respond to visible or invisible particles of combustion. Sprinklers shall not be omitted from any room merely because of damp conditions, fire- resistance -rated construction or the presence of electrical equipment. 1. Any room where the application of water, or flame and water, constitutes a serious life or fire hazard. 2. Any room or space where sprinklers are considered undesirable because of the nature of the contents, when approved by the fire code official. 3. Generator and transformer rooms, under the direct control of a public utility, separated from the remainder of the building by walls and floor /ceiling or roof/ceiling assemblies having a fire resistance rating of not less than 2 hours. 4. Spaces or areas in telecommunications buildings used exclusively for telecommunications equipment, associated electrical power distribution equipment, batteries and standby engines, provided those spaces or areas are equipped throughout with an automatic fire alarm system and are separated from the remainder of the building by a wall with a fire resistance rating of not less than 1 hour and a floor /ceiling assembly with a fire- resistance rating of not less than 2 hours. * *Section 903.3.1.2; amended to read as follows: 903.3.1.2 NFPA 13R sprinkler systems. Where allowed in buildings of Group R, up to and including four stories in height, automatic sprinkler systems shall be installed throughout in accordance with NFPA 13R, latest edition, and as further restricted by section 903.1.2, with respect to exceptions or reductions permitted by other requirements of this code. * *Section 903.3.5; amended to read as follows: 903.3.5 Water Supplies. Water supplies for automatic sprinkler systems shall comply with this section, the standards referenced in Section 903.3.1, and other applicable design standards and requirements. The potable water supply shall be protected against backflow in accordance with the requirements of this section and the International Plumbing Code. 12 Every fire protection system shall be designed with a 10 psi safety factor. "Section 903.4; add a second paragraph after the exceptions to read as follows: Sprinkler and standpipe system water -flow detectors shall be provided for each floor tap to the sprinkler system and shall cause an alarm upon detection of water flow for more than 45 seconds. All control valves in the sprinkler and standpipe systems, except for fire department hose connection valves, shall be electrically supervised to initiate a supervisory signal at the central station upon tampering. "Section 903.4.2; add second paragraph to read as follows: The alarm device required on the exterior of the building shall be a weatherproof horn/strobe notification appliance with a minimum 75 candela strobe rating, installed as close as practicable to the fire department connection. "Section 903.7; amended to read as follows: 903.7 Fire department connections. The fire department connection shall be provided in a location approved by the fire code official, within 50 feet of the fire lane and unobstructed. "Section 905.2; amended to read as follows: 905.2 Installation standards. Standpipe systems shall be installed in accordance with this section and NFPA 14, latest edition. "Section 905.3.9; added to read as follows: 905.3.9 Building area. In buildings exceeding 10,000 square feet in area per story, Class I automatic wet or manual wet standpipes shall be provided where any portion of the building's interior area is more than 200 feet of travel, vertically or horizontally, as the hose lies, from the nearest point of fire department vehicle access. Exception: Automatic dry and semiautomatic dry standpipes are allowed as specified in NFPA 14. "Section 905.4, item #5; amended to read as follows: 5. Where the roof has a slope less than four units vertical in 12 units horizontal (33.3 - percent slope), each standpipe shall be provided with a two -way hose connection located either on the roof or at the highest landing of stairways with stair access to the roof. An additional hose connection shall be provided at the top of the most hydraulically remote standpipe for testing purposes. "Section 905.4; add the following item 7. 7. When required by this Chapter, standpipe connections shall be placed adjacent to all required exits to the structure and at two hundred feet (200') intervals along major corridors thereafter, or as otherwise approved by the fire code official. "Section 905.9; second paragraph added after the exceptions to read as follows: Sprinkler and standpipe system water -flow detectors shall be provided for each floor tap to the sprinkler system and shall cause an alarm upon detection of water flow for more than 45 seconds. All control valves in the sprinkler and standpipe systems except for fire department hose connection valves shall be electrically supervised to initiate a supervisory signal at the central station upon tampering. "Section 906. 1, item #1; amended to read as follows: 13 1. In Groups A, B, E, F, H, I, M, R -1, R -2, R -4, S, and U occupancies. * *Section 907.1.4; added to read as follows: 907.1.4 Design Standards. All new and replacement fire alarm systems serving 20 or more alarm actuating devices shall be addressable fire alarm systems. * *Section 907.2.1; amended to read as follows: 907.2.1 Group A. A manual fire alarm system that activates the occupant notification system in accordance with Section 907.6 shall be installed in Group A occupancies having an occupant load of 300 or more persons or more than 100 persons located above or below the lowest level of exit discharge. Portions of Group E occupancies occupied for assembly purposes shall be provided with a fire alarm system as required for Group E occupancy. Activation of fire alarm notification appliances shall: 1. Cause illumination of the means of egress with light of not less than 1 foot - candle (11 lux) at the walking surface level, and 2. Stop any conflicting or confusing sounds and visual distractions. * *Section 907.2.1.1; amended to read as follows: 907.2.1.1 System initiation in Group A Occupancies with an occupancy load of three hundred (300) or more. Activation of the fire alarm in Group A Occupancies with an occupancy load of three hundred (300) or more shall immediately initiate a signal using an approved emergency voice /alarm communications system in accordance with Section 907.6.2.2. Exception: When approved, the prerecorded announcement is allowed to be manually deactivated for a period of time, not to exceed three (3) minutes, for the sole purpose of allowing a live voice announcement from an approved, constantly approved station. * *Section 907.2.3; amended to read as follows: 907.2.3 Group E. A manual fire alarm system that initiates the occupant notification signal utilizing an emergency voice /alarm communication system meeting the requirements of Section 907.5.2.2 and installed in accordance with Section 907.6 shall be installed in Group E occupancies. When automatic sprinkler systems or smoke detectors are installed, such systems or detectors shall be connected to the building fire alarm system. Unless separated by a minimum of 100' open space, all buildings, whether portable buildings or the main building, will be considered one building for alarm occupant load consideration and interconnection of alarm systems. * *Section 907.2.13; amended to read as follows: 907.2.13 High -rise buildings. Buildings with floors used for human occupancy that are located more than 55 feet (16,764 mm) above the lowest level of fire department vehicle access shall be provided with an automatic smoke detection in accordance with 907.2.13.1, a fire department communications system in accordance with Section 907.2.13.2 and an emergency voice /alarm communications system in accordance with Section 907.6.2.2. * *Section 907.2.13; exceptions #1 -6 are deleted * *Section 907.4.2.7; added to read as follows: 907.4.2.7 Type. Manual alarm initiating devices shall be an approved double action type. 14 * *Section 907.6.1.1; added to read as follows: 907.6.1.1 Wiring Installation. All fire alarm systems shall be installed utilizing Class "A" wiring for all signaling, initiating, and indicating circuits. Class "A" wiring shall be designed to comply with NFPA 72. * *Section 907.6.3.2; amended to read as follows: 907.6.3.2 High -rise buildings. Buildings with floors used for human occupancy that are located more than 55 feet (16 764 mm) above the lowest level of fire department vehicle access shall establish separate zones by floor for any of the following types of alarm - initiating devices: 1. Smoke detectors 2. Sprinkler water -flow devices 3. Manual fire alarm boxes 4. Other approved types of automatic fire detection devices or suppression systems. * *Section 910.1 Exception #2; amended to read as follows: 2. Where areas of buildings are equipped with early suppression fast - response (ESFR) sprinklers, only manual smoke and heat vents shall be required in these areas. Automatic smoke and heat vents are prohibited. * *Section 912.2.3; added to read as follows: 912.2.3 Hydrant distance. An approved fire hydrant shall be located within 100 feet of the fire department connection as the fire hose lays along an unobstructed path. * *Section 913.4: second paragraph added to read as follows: The fire -pump system shall also be supervised for "loss of power ", "phase reversal" and "pump running" conditions by supervisory signal on distinct circuits. "Chapter 10: Sections 1001 through 1029; replace all references to "fire code official" with "building official': * *Section 1007.1; added the following Exception 4: Exceptions: {previous exceptions unchanged) 4. Buildings regulated under State Law and built in accordance with State registered plans, including any variances or waivers granted by the State, shall be deemed to be in compliance with the requirements of Section 1007. * *Section 1007.5; Platform lifts, amended to read as follows: 1007.5 Platform lifts. Platform (wheelchair) lifts . . . required accessible route in Section 1109. , Items 1 through 10. Standby power .. {remainder unchanged} 15 * *Section 1008.1.4.4; amended deleting criteria #4 and 5: 1008.1.4.4 Access - controlled egress doors. The entrance doors in a means of egress in buildings with an occupancy in Group A, B, E, M, R -1 or R -2 and entrance doors to tenant spaces in occupancies in Groups A, B, E, M, R -1 and R -2 are permitted to be equipped with an approved entrance and egress access control system which shall be installed in accordance with all of the following criteria: 1. A sensor shall be provided on the egress side arranged to detect an occupant approaching the doors. The doors shall be arranged to unlock by a signal from or loss of power to the sensor. 2. Loss of power to that part of the access control system which locks the doors shall automatically unlock the doors. 3. The doors shall be arranged to unlock from a manual unlocking device located 40 inches to 48 inches (1016 mm to 1219 mm) vertically above the floor and within 5 feet (1524 mm) of the secured doors. Ready access shall be provided to the manual unlocking device and the device shall be clearly identified by a sign that reads "PUSH TO EXIT." When operated, the manual unlocking device shall result in direct interruption of power to the lock— independent of the access control system electronics —and the doors shall remain unlocked for a minimum of 30 seconds. {Delete 94 and 95 } 6. Entrance doors in buildings with an occupancy in Group A, B, E or M shall not be secured from the egress side during periods that the building is open to the general public. * *Section 1008.1.9.4; amended exceptions 3 and 4 as follows: Exceptions: 1. Where a pair of doors serves an occupant load of less than 50 persons in a Group B,F,MorS occupancy. {Remainder unchanged} 4. Where a pair of doors serves a Group A, B, F, M or S occupancy. {Remainder unchanged} "Section 1008.1.9.9; amended to read as follows: 1008.1.9.9 Electromagnetically locked egress doors. Doors in the means of egress in buildings with an occupancy in Group A, B, E, I -1, I -2, M, R -1 or R -2 and doors to tenant spaces in Group A, B, E, I -1, I -2, M, R -1 or R -2 shall be permitted to be electromagnetically locked if equipped with listed hardware that incorporates a built -in switch and meet the requirements below: {remaining text unchanged) * *Section 1015; added new section 1015.7 to read as follows: 1015.7 Electrical Rooms. For electrical rooms, special exiting requirements may apply. Reference the electrical code as adopted. * *Section 1016; added new section 1016.2.2 to read as follows: 1016.2.2 Group F -1 and S -1 increase. The maximum exit access travel distance shall be 400 feet (122 m) in Group F -1 or S -1 occupancies where all of the following are met: 16 The portion of the building classified as Group F -1 or S -1 is limited to one story in height; The minimum height from the finished floor to the bottom of the ceiling or roof slab or deck is 24 feet (7315 mm); and The building is equipped throughout with an automatic fire sprinkler system in accordance with Section 903.3.1.1. "Section 1018.1; added exception 6 to read as follows: {previous text unchanged) 6. In Group B office buildings, corridor walls and ceilings within single tenant spaces need not be of fire- resistive construction when the tenant space corridor is provided with system smoke detectors tied to an approved automatic fire alarm. The actuation of any detector shall activate alarms audible in all areas served by the corridor. * *Section 1022.10: amended to read as follows: Section 1022.10 Smokeproof enclosures and pressurized stairways. Each exit that serves building stories where the floor surface is located more than 55 feet above the lowest level of fire department vehicle access or more than 30 feet below the level of exit discharge serving such floor levels shall be a smoke proof enclosure or pressurized stairway in accordance with Section 909.20 of the International Building Code. * *Section 1026.6; amended exception 4 to read as follows: Exceptions: {Exceptions I through 3 unchanged) 4. Separation from the open -ended corridors of the building... {remaining text unchanged) * *Section 1028.1.1.1; deleted * *Section 1029.1; amended to read as follows: 1029.1 General. In addition to the means of egress required by this chapter, provisions shall be made for emergency escape and rescue openings in Group R and I -1 occupancies. {Remainder unchanged} Exceptions: {Exceptions 1 through 3 unchanged. } 4. In other than Group R -3 occupancies, buildings equipped throughout with an approved automatic sprinkler system in accordance with Section 903.3.1.1 or 903.3.1.2. * *Section 1030.2; amended to read as follows: 1030.2 Reliability. Required exit accesses, exits and exit discharges shall be continuously maintained free from obstructions or impediments to full instant use in the case of fire or other emergency. An exit or exit passageway shall not be used for any purpose that interferes with a means of egress. * *Section 1101.1; amend to read as follows: 17 1101.1 Scope. The provisions of this chapter shall apply to existing buildings constructed prior to the adoption of this code when an alteration, repair, addition, change of occupancy, or change of ownership occurs or if a proposed use poses an increased hazard based on life and fire risks. * *Section 1103.3; added sentence to end ofparagraph as follows: Provide emergency signage as required by Section 607.2. * *Section 2303. 1, item #4; amended to read as follows: 4. Such that a nozzle, when the hose is fully extended, will not reach within 10 feet (3,048 mm) of building openings. * *Section 2304.1; amended to read as follows: 2304.1 Supervision of dispensing. The dispensing of fuel at motor fuel- dispensing facilities shall be in accordance with the following: 1. Conducted by a qualified attendant; and/or, 2. Shall be under the supervision of a qualified attendant; and /or 3. Shall be an unattended self - service facility in accordance with Section 2304.3. At any time the qualified attendant of item Number 1 or 2 above is not present, such operations shall be considered as an unattended self - service facility and shall also comply with Section 2304.3. "Section 2401.2; deleted this section. * *Table 3206.2, footnote j; amended to read as follows: j. Where areas of buildings are equipped with early suppression fast - response (ESFR) sprinklers, manual smoke and heat vents or manually activated engineered mechanical smoke exhaust systems shall be required within these areas. * *Section 3310.1; add sentence to end ofparagraph to read as follows: When fire apparatus access roads are required to be installed for any structure or development, they shall be approved prior to the time of which construction has progressed beyond completion of the foundation of any structure. * *Section 5601.1.3; amended to read as follows: 5601.1.3 Fireworks. Except as provided otherwise herein, no person shall possess, store, offer for sale, expose for sale, sell at retail, manufacture, use or explode any fireworks within the city limits, or within five thousand feet (5,000 ft) (1,524 m) thereof. Exceptions: Only when approved for fireworks displays, storage and handling of fireworks as permitted in Sections 5604 and 5608. W. 2. The use of fireworks for approved display as permitted in Section 5608. "Section 5608.5.6; amend by the addition of the following section: Section 5608.5.6 Marking of Shell. Each aerial shell shall have printed directly on its outer casing the following minimum warning 1/8 -inch high letters, which contrast to the background WARNING EXPLOSIVES CLASS "1.4G or 1.3G" FIREWORK DO NOT HANDLE- CALL "911" "Section 5608.11: added to read as follows: Section 5608.11 Ignition. Aerial shells shall be ignited by lighting the tips of fuses by an electrical ignition source, except when manual ignition is approved by the Fire Marshal. Operators shall not place any part of their bodies over the throat of the mortar. "Section 5703.6; sentence added to read as follows: An approved method of secondary containment shall be provided for underground tank and piping systems. "Section 5704.2.9.5; change Section 5704.2.9.5 and add Section 5704.2.9.5.3 to read as follows: 5704.2.9.5 Above - ground tanks inside of buildings. Above - ground tanks inside of buildings shall comply with Section 5704.2.9.5.1 and 5704.2.9.5.2 through 5704.2.9.5.3. 5704.2.9.5.1 {No change. } 5704.2.9.5.2 {No change. } 5704.2.9.5.3 Combustible liquid storage tanks inside of buildings. The maximum aggregate allowable quantity limit shall be 3,000 gallons (11 356 L) of Class II or III combustible liquid for storage in protected aboveground tanks complying with Section 5704.2.9.7 when all of the following conditions are met: 1. The entire 3,000 gallon (11 356 L) quantity shall be stored in protected above- ground tanks; 2. The 3,000 gallon (11 356 L) capacity shall be permitted to be stored in a single tank or multiple smaller tanks; 3. The tanks shall be located in a room protected by an automatic sprinkler system complying with Section 903.3.1.1; and 4. Tanks shall be connected to fuel- burning equipment, including generators, utilizing an approved closed piping system. The quantity of combustible liquid stored in tanks complying with this section shall not be counted towards the maximum allowable quantity set forth in Table 5003.1.1(1), and such tanks shall not be required to be located in a control area. Such tanks shall not be located more than two stories below grade. "Section 5704.2.11.5; added a sentence to read as follows: 5704.2.11.5 Leak prevention. Leak prevention for underground tanks shall comply with Sections 5704.2.11.5.1 through 5704.2.11.5.3. An approved method of secondary containment shall be provided for underground tank and piping systems. "Section 5706.3.9; added to read as follows: W 5706.3.9 Permit required. An operational permit is required prior to drilling and operating a gas well. An operational permit related to a gas well located within the corporate limits of the City of Denton shall not be issued unless and until a gas well permit has been issued in accordance and compliance with all ordinances of the City of Denton, Texas, including without limitation, Subchapter 22 of the Denton Development Code of the City of Denton, Texas. * *Section 5706.3.10; added to read as follows: 5706.3.10 Fire Protection. Drilling and Production Sites shall be equipped with a lightning protection system. In addition, tank battery facilities shall be equipped with a remote foam line and a lightning arrestor system. * *Section 6103.2.1.5; sentence added to read as follows: Standby personnel shall be present during demonstrations. SECTION 2: That the fees provided for in Section 106 of the code adopted by Section 1 of this ordinance shall be as follows: Follow -Up (Re- inspection) Inspection Fees provided in Section 106: Interior Square Footage Fee 1 to 3,000 $ 25.00 3,001 to 24,000 24,001+ $ 50.00 $100.00 If follow -up inspections (re- inspection) are required because the violation has not been corrected, the following fees shall be charged: 1 to 3,000 $ 50.00 3,001 to 24,000 $100.00 24,001+ $200.00 2. The fee for an operational permit required under Section 105.6 of the Fire Code shall be $200.00 per permit. A fee of $25.00 shall be assessed for each reinspection associated with an operational permit. The fee for a construction permit required under Section 105.7 of the Fire Code shall be $200.00 per permit. A fee of $25.00 shall be assessed for each reinspection associated with a construction permit. 4. A fee of $35.00 shall be assessed for each witnessed inspection of automatic extinguishing systems (Hood Suppression Systems), automatic fire suppression systems, and automatic fire alarm systems conducted pursuant to Section 901.6.1. A permit fee for a temporary sales or display booth in covered malls, conducted pursuant to Section 105.6.9 of the Fire Code, shall be $35.00. A fee of $25.00 shall be assessed for each reinspection associated with a temporary sales or display booth permit. 20 6. A permit fee of $100.00 per permit per day shall be assessed for an open burning permit issued under Section 105.6.30 of the Fire Code for noncommercial applications only. 7. A permit fee of $35.00 shall be assessed for a temporary tent permit issued under Section 105.6.43 of the Fire Code. A fee of $25.00 shall be assessed for each reinspection associated with a tent permit. A fee of $25.00 shall be assessed for each reinspection associated with a certificate of occupancy application and fire finals associated with a building permit. SECTION 3: Any person who violates a provision of this ordinance shall be guilty of a misdemeanor punishable by a fine not exceeding Two Thousand Dollars ($2,000.00). Each such person shall be deemed guilty of a separate offense for each and every day or portion thereof which any violation of this ordinance is committed, or continued, and upon conviction of any such violations such person shall be punished within the limits above. SECTION 4: If any section, subsection, paragraph, sentence, phrase or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 5: That the repeal of any ordinance or any portion thereof by the preceding sections shall not affect or impair any act done or right vested or accrued or any proceeding, suit or prosecution had or commenced in any cause before such repeal shall take effect; but every such act done, or right vested or accrued, or proceedings, suit or prosecution had or commenced shall remain in full force and effect to all intents or purposes as if such ordinance or part thereof so repealed shall remain in force. SECTION 6: This ordinance shall become effective fourteen (14) days from the date of this passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of its passage. PASSED AND APPROVED this the day of 12014. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ffla 21 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY mm 22 M, c �� 2 RI I I# EA* 61 Am ! �! � E � } � � y� } co ,! co, 4) c CID N a1 M V _0 V 4) c CID (f ) ■ .'� c V ■- 0-0 0 fu 0.' 0- N • - L y- U, U) fu Eww V) 4)-C L- >- L W 0 y- L C- O V 0(1)0 fu >. fo >fu 0� �fo 4-j -� fu fu fo .— W a) V) a) 4 u -C a -C rua�. -0 4-J L- 4-J 0) V -0 4- -0� C -� 0 0 •— ru — M, c m c E — u m '0 '0 -0 E V l a 4-J C: �� SAUDI � CU 4� M u C � C: 4-J C 4-J I'll) .....,, CU . CU to C: L u� Elul IUUU&4S 1 u mv c l • 1 • 1 • • 1 • • • 1 • • 1 1 fu LL-- E • U 3: • 1 U. 1 1 0 E 1 • cc: 0- C: 1 u 1 IUUU&4S 1 u mv c l f cu o• —z E wo-o 0 -0 M 4-J LU 4-J� U cn cu,cn C- . _ 0) O f a..J V) c (1)0)� 0 -0 04-J� (J)0.04� rn _ �w -0 W !'y= O U ��-+ -1-j =3 6 L .�CO�0 V— O N e---, 4- V) C- if fu 07 cDpjL- a) wpUO �a--� E O L.0— 4- Q) 4-J =ate-+ ZLn� T •L L a� -0 > w U L �_> L a-J aj = L teau tea=' > r0 ����Q3r, E C 0 E 0 -o -o c: -00 fu W. C: Eo 1�-j fo E L2 (co- E 0 Illfgq(I���fJllli���� II��If�1�1� Los 1 � 1 1 E4- -00-0 1 1 • Ezu • ® _ -001 0 U) C o fu - fu ^^� W '' L ul a--J 4-JM0 U � � L- CU Ui c: o U 0 y- 0 .-JN � CU .,,4-J (3) 0 n� .(P 4—J (1) th s N� S RsuuuuM itilulilillill, �uu c 0Rw fo fo O O a u11�IU��J9 . (lj -W U ■ - uw J N- ■ - ��D O,c V L 4-J ������u (� to 0 a uu�!u E Q 0' 4-j 0 O � � uV u�u� fu _0 .a — O i O O -0 0 fu .�= N- O 4-J Ui u��u� �uuu��Ulu c) O fu E fu L- W -w � m 0 Coll ' 4-J L cz 0 =3 _ '� .- C- O 0 -0 c N E u O u � -0 to c V Nu u __ � >uruu�u� 4-J JQ ' O � 0 ` �liouuiuuN � � uuuNU i �" rn .emu r-- uuuuuNuuui 1 1 • • 1 • -0-00) C: • 1 1 - OUJ Nw ..... VN� = 0 s u 4-J V) V) V V V ru �NN .- to I�u�Uluuu� fu E cn =3 L. fu 0 W a �Vl44RNNB fu m 4-J fu E mo w 0 .r. C� C� V Illf(UG �kkkk# 4-J w 0 L- � L. _� !e 1 • 1 • 1 • • • • 1 • 1 1 • • • • c • • 1 • ii L .,w (1)0-0(1) c u 0 fa1N NN�M� u I➢�� 10100 uquu Emil lu����IPNNPNNNN>i� o �I�IIIIIIff � �� L< 11ji uuNlNUUNN > I 11111 @pp Npa�l'l�u�k P �uI�NNUUUluual 110p EI4lullVUIII III, Inal 0 NuNNqu 4) uq�u C 00 V N C-� a-' E V U) O :3 O V � U-0 to rr O .~ > fu W O uuNlNUUNN > I 11111 @pp Npa�l'l�u�k P �uI�NNUUUluual 110p EI4lullVUIII III, Inal 0 NuNNqu 4) uq�u ck 41 fu a� 4w Cl o 70 Oio v; ru '- y.., u to cu ;j a%" U) ��,k r�c00 cn n �. i City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -183, Version: 1 Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071; Deliberations Regarding Real Property - Under Texas Government Code, Section 551.072. Discuss, deliberate and receive information from staff and provide staff direction pertaining to the acquisition of property located north of Winston Drive and west of I -35E all in the Gideon Walker Survey, Abstract No. 1330, Cities of Denton and Corinth, Denton County, Texas for use in connection with DME's transmission expansion projects by the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition of the real property near the location 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 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. [ID 15 -185] City of Denton Page 1 of 1 Printed on 4/2/2015 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 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'1'IN File #: ID 15 -193, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: April 7, 2015 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. [ID 15 -198] BACKGROUND OPTIONS RECOMMENDATION ESTIMATED SCHEDULE OF PROJECT PRIOR ACTION/REVIEW (Council, Boards, Commissions) FISCAL INFORMATION BID INFORMATION City of Denton Page 1 of 2 Printed on 4/2/2015 File M ID 15 -193, Version: 1 EXHIBITS Respectfully submitted: (Name of Director) (Title) Prepared by: (Name) (Title) City of Denton Page 2 of 2 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'1'IN File #: ID 15 -194, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: April 7, 2015 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. [ID 15 -199] BACKGROUND OPTIONS RECOMMENDATION ESTIMATED SCHEDULE OF PROJECT PRIOR ACTION/REVIEW (Council, Boards, Commissions) FISCAL INFORMATION City of Denton Page 1 of 2 Printed on 4/2/2015 File M ID 15 -194, Version: 1 BID INFORMATION EXHIBITS Respectfully submitted: (Name of Director) (Title) Prepared by: (Name) (Title) City of Denton Page 2 of 2 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -260, 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 pertaining to (1) the potential acquisition of real property interests in the William Loving Survey, Abstract No. 759, and the William Neil Survey, Abstract No. 971, located generally in the 200 block of W. Mulberry St., City of Denton, Texas; and (2) the disposition of and /or potential sale or lease of real property interests in the William Neill Survey, Abstract 971, Denton County, Texas, located generally in the 200 block of N. Elm Street and in the 200 block of W. McKinney Street; and (3) the disposition of and /or the potential sale or lease of real property interests in the Hiram Sisco Survey, Abstract No. 1184, Denton County, Texas, and located generally in the 200 block of E. McKinney Street, City of Denton, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition or condemnation of the real property interests 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. (Central Downtown Denton property tracts) City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -263, 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 information from staff and provide staff with direction pertaining to the acquisition of real property interests located in (1) the E. Puchalski Survey, Abstract 996, City of Denton, Denton County, Texas (located generally in the 1300 through 1400 block range of Underwood Street); and (2) the Samuel McCracken Survey, Abstract Number 817 and the J. Carter Survey, Abstract No. 274, City of Denton, Denton County, Texas (located generally within the 1300 through 4400 block range of Sherman Drive). Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Fire Station 3 & Fire Station 4) City of Denton Page 1 of 1 Printed on 4/1/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -287, 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 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 15 -301, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code, Section 551.071. Consultation, discussion, deliberation, and receipt of information from the city's attorneys involving legal matters relating to possible annexations of property into the City of Denton where public discussion of these legal matters would clearly conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -212, Version: 1 Agenda Information Sheet SUBJECT African Cultural Festival Day City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 15 -211, Version: 1 Agenda Information Sheet SUBJECT National Community Development Week City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -221, Version: 1 Agenda Information Sheet SUBJECT Arbor Day City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -265, Version: 1 Agenda Information Sheet SUBJECT Blind Side Week City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -224, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Willie Hudspeth regarding concerns about the Building Inspections process. City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -261, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Gerald DeMarsh regarding the Senior Center. City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -303, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Willie Sellers regarding red light cameras. City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -075, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of a Modular Office Building for Denton Municipal Electric to be located at 1659 Spencer Road, Denton, Texas; and providing an effective date (File 5646- awarded to Sustainable Modular Management, Inc. in the amount of $270,000). The Public Utilities Board recommends approval (5 -0). FILE INFORMATION Denton Municipal Electric (DME) occupies three buildings at its Spencer Road location. The campus consists of the Field Operations building, System Operations building and Administration building. In keeping with the City's growth, DME has not only had to add physical infrastructure but the personnel to operate and manage it as well. This growth has pushed DME's personnel workspace capacity to its limit. DME has converted storage rooms into workspace, set up cubicles, and completed a 2014 renovation to the Administration building which added more offices and space for nine (9) more cubicles, but there is no additional room for expansion. Currently, DME is in the process of hiring new employees in the engineering, system operations, and distribution groups. There are no available workspaces that will allow the new staff to be able to work alongside their functional colleagues in the System Operations building. Therefore staff is recommending the purchase of a 56' X 76' modular office building to house the additional employees. The proposed modular building will contain sixteen (16) individual offices, a conference room, restrooms, a break room, and a printer /plotter room. The building will be located adjacent to the System Operations and Administration buildings and will be served by onsite utilities. The dollar amount that is being recommended for Council approval is for the modular building only. Three quotes were obtained through the Buy Board Purchasing Network, utilizing cooperative pricing. Sustainable Modular Management, Inc (SMM) provided the lowest price based upon the specifications. Staff entered into discussions with SMM to modify the structure to better suit their needs, and a revised building size and price was obtained. This purchase will be made through the Buy Board Cooperative Purchasing Network Contract 4 335 -10. Staff is not aware of any local vendors that can provide this type of modular building. Furniture, fixtures, and equipment for the new building are estimated to cost $129,002. The majority of these items will be purchased through a cooperative agreement and approved by the City Manager. A concrete City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -075, Version: 1 foundation will be designed and installed at an estimated cost of $75,000. The foundation will be installed utilizing the City's existing contract for concrete installation services -RFP 5241. Staff estimates the total cost for the concrete foundation, modular building, and furniture, fixtures and equipment to be $479,002 (Exhibit 4). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 26, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve the purchase of a Modular Office Building from Sustainable Modular Management, Inc. in the amount of $270,000. This amount includes delivery, setup, installation and option pricing in the total amount of $261,554 plus a contingency for additional items that may be needed. PRINCIPAL PLACE OF BUSINESS Sustainable Modular Management, Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the building will occur within 120 days of purchase order issuance. FISCAL INFORMATION This item will be funded from Electric Capital Fund account# 603666500.1365.3520. Requisition# 123086 has been entered in the Purchasing software system. The additional costs for foundation work, furniture, fixtures and equipment will also be funded out of this account. EXHIBITS Exhibit l: Pricing comparison Exhibit 2: SMM Proposal and Building Floor Plan Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Project Cost Estimate Exhibit 5: 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 4/2/2015 rH x w O i Ln M M 4-J V L c 0 U L 0 m m W c m L CO RZT G lD Lf) N LL i M 0 lzt 3 Ln m Lt) 00 3 00 _ 00 N OJ m O i w a� m � cI v C m M .I-6 :c O i M 0 lzt 3 Ln Lt) 00 — 4 0 _ 00 N OJ m V i w m tw cI C C m M .I-6 M i M lzt 3 = Lt) 13 O — 4 _ � N OJ E m tw cI C m .I-6 M 4.1 O U �I >� O 00 0011 EXHIBIT 2 SUK ble M M mZnagement February 2, 2015 Mr. Chris Lutrick City of Denton 901 B Texas Street RE: Modular Office Dear Chris: Thank you for allowing Sustainable Modular Management, Inc. ("SMM") the consideration to be your modular building provider on this project. This Proposal is based on the enclosed information. PROJECT: (1) New 56'x 76'Modular Office Building, located at Denton, TX PROPOSAL BASED ON THE FOLLOWING ATTACHMENTS: SMM Floor Plan SMM Specifications and Scope of Work SCHEDULE: - Completion of Approval Submittals* (Plans and D6cor Selections): 5 days ARO - Completion of Sealed Engineering Plans: 10 Days After Aporoval of Submittals - Material Acquisition* & Begin Production* in plant: 30 Days After Approval of Submittals - Production* in plant: 12 Days After Material Acguisition & Begin Production in glant - Delivery*: 2 Days after modules are completed in plant - Installation & Site Work*: 16 Days after Delivery of modules to site - Final Inspection* and Completion of Punch List*: 2 Days after completion of Installation - Total Critical Path Schedule (* Critical Path Elements): 77 Days PAYMENTTERMS: - For Sales Transactions: 35% due upon execution of Contract, 65% due upon completion of production at SMM's Manufacturer's Plant and Balance due upon customer acceptance or beneficial occupancy, whichever occurs first. PRICING CONDITIONS: - Prices are valid for 30 days. Because of extraordinary daily raw material price fluctuations, this proposal is subject to price adjustment after this 30-day period up to the time the order is placed. You will be notified of any required price adjustment before an order, contract or purchase order is accepted for this building. - One-year manufacturer's warranty is included. PRICING SCHEDULE: ITEM* (ea.) QTY TOTAL* Delivery, Setup & Installation 1 $235,157 of (1) New 56'x 76' Modular Office Building 14850 Quorum Drive, Suite 205 * Dallas, TX 75254 * 972-619-7300 '0011 EXHIBIT 2 SUK ble M M mZnagement OPTION PRICING SCHEDULE: ITEM* (ea.) QTY TOTAL* Electrical Subpanel 1 $4,151 Connections to Main Distribution Panel Main Distribution Panel 1 $8,895 ADD Receptacle: 1 $33/ Receptacle ADD J- Box: 1 $27/ J-Box Change to Solid Core 1 ADD $31/ Door Interior Doors In Lieu of Hollow Core Interior Doors: Change to High Security 1 ADD $356/ Door Exterior Doors in Lieu of Hollow Metal Exterior Doors: Install (34) Voice and (34) 68 $12,904 Data drops: ***Sustainable Modular Management, Inc. is a member of the Buyboard purchasing cooperative. Our contract number is 335-10.*** SMM is pleased to be providing this proposal and the opportunity to work together in the future. Sincerely, 81Ae Sabadie Regional Sales Manager Sustainable Modular Management, Inc. Office: (972)619-7311 Cell: (504)606-3905 14850 Quorum Drive, Suite 205 * Dallas, TX 75254 * 972-619-7300 EXHIBIT 2 �����bie S ��������� �������� MZnagemenl 1. Can the men's room be upgraded to a more commercial type facility. This building will house mostly a male staff. Yes, vve have added on additional toilet and urinal oa well oaon additional lavatory. Please see the attached revised floor plan toreflect these changes. 2. Can you add line item for additional electric box/conduit. Both interior and exterior applications. Yes, please see the proposal letter to show this additional cost. 3. We will need a sink, drainage and additional electrical outlets in coffee bar and plot room. Can these be priced as an adder per additional outlet? The sinks have been incorporated into our revised proposal. VVe have broken out the additional outlets oao separate line item. Please see the attached proposal letter to show this additional cost. 4. Does the building come with fire detection/fire protection equipment? CurrenUy, we do not have fire detection/fire protection equipment in our proposal. We can provide this toyou should you need it. 5. Will you provide panel card for distribution panel? VVe want to ensure that there are extra circuits available. SMMwi|| allocate extra apooea in the panel board for extra circuits. G. Do you have an option for solid core interior doors / high security steel exterior doors? Yes, please see the attached proposal letter to show the additional cost for solid core interior doors as well as the additional cost 14 GA exterior doors with 16 GA frames. Please note the lead time for the high security exterior doors iaupto8weeks. 7. Is there any production update on the delivery after receipt of order? Yes, SMM's management team provides updates to our customer after each task iacompleted. 1485U Quorum Drive, Suite 2U5* Dallas, TX75254*972'619'73UU O E. SO 2 U) 90 L 9111 vi 0 0 0 I I 8.51 8.11 J7, 9,11 17j 9,11 t7 I I I LL 111 2 0 0 0 IL O� U) E -z: o o m o C) co co 0� 0 -8,11 9.99 0 I 9 I I I A 0 0 0 C) J7 9,11 17.l EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD January 26, 2015 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, January 26, 2015 at 9:01 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, and Barbara Russell Absent: Lilia Bynum and Charles Jackson Ex Officio Members: Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 1. Consider the recommendation of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buyboard Purchasing Program for the acquisition of one (1) new 56'x 76' Modular Office Building from Sustainable Modular Management, Inc., of Dallas, TX for a cost not to exceed $250,000. Chair Smith clarified the amount for item #1. The amount was posted for $250,000 in error. The correct amount is $270,000. Motion was made to approve item 1 by Board Member Robinson with the second by Board Member Cheek. The vote was 5 -0 approved. Adjournment 10:32 a.m. Estimated as of 17- MAR -15 EXHIBIT 4 DME Modular Transmission Building Planning, Permiting, foundation and installation Cost: Building Costs: FFE Structure Accessories(security door upgrade, additional cabling, etc) $ 75,000.00 $ 265,000.00 $ 10, 000.00 Furnishings $ 85,000.00 Phones $ 17,000.00 Network /Switches $ 25,600.00 UPS and Fiber jumbers $ 1,300.00 Neat patches $ 102.00 $ 479,002.00 EXHIBIT 5 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE BUY BOARD COOPERATIVE PURCHASING NETWORK FOR THE ACQUISITION OF A MODULAR OFFICE BUILDING FOR DENTON MUNICIPAL ELECTRIC TO BE LOCATED AT 1659 SPENCER ROAD, DENTON, TEXAS; AND PROVIDING AN EFFECTIVE DATE (FILE 5646- AWARDED TO SUSTAINABLE MODULAR MANAGEMENT, INC. IN THE NOT - TO- EXCEED AMOUNT OF $270,000). WHEREAS, pursuant to Ordinance 2005 -034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items shown in the "File Number" referenced herein and on file in office of the Purchasing Agent, are hereby accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 5646 Sustainable Modular Management, Inc. $270,000 SECTION 2. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. EXHIBIT 5 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 5646 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the items set forth in the referenced file number, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of '2015. 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 -128, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Agreement with National Joint Powers Alliance (NJPA), under Section 791.001 of the State of Texas Government Code, to authorize the City of Denton to utilize NJPA Contract# 042911 -PRC currently for the purchase of property disposition and auction services; authorizing the expenditure of funds therefor; and declaring an effective date (File 5742 - Interlocal Agreement with National Joint Powers Alliance). FILE INFORMATION This Agreement will allow the City of Denton to obtain asset liquidation services from Property Room.com. Annually, the City disposes of approximately $500,000 of surplus /disposed equipment, most of which has met the useful life expectancy for public service. The City of Denton will continue to ensure all appropriate documents are filed with the appropriate agencies, regarding the disposition of assets. The contract will allow the City to obtain additional internet exposure for the sale /auction of the surplus /disposed assets, with the intention of increasing the sales price received through added competition. Section 791.001 of the Texas 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 Agreement with National Joint Powers Alliance authorizing the City of Denton City Manager to execute the NJPA Agreement form. PRINCIPAL PLACE OF BUSINESS National Joint Powers Alliance 202 12'h Street NE Staples, MN 56479 ESTIMATED SCHEDULE OF PROJECT City of Denton Page 1 of 2 Printed on 4/2/2015 File M ID 15 -128, Version: 1 This Agreement is effective upon approval by the City of Denton and will remain in effect until terminated by either party. FISCAL INFORMATION The Interlocal Agreement allows the City of Denton to participate without any cost. The liquidation asset services will be provided by the contracted vendor that is available through the NJPA. EXHIBITS Exhibit l: Ordinance Exhibit 2: Interlocal Agreement with National Joint Powers Alliance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Elton Brock at 349 -7133. City of Denton Page 2 of 2 Printed on 4/2/2015 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL AGREEMENT WITH NATIONAL JOINT POWERS ALLIANCE (NJPA), UNDER SECTION 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE, TO AUTHORIZE THE CITY OF DENTON TO UTILIZE NJPA CONTRACT# 042911 -PRC; CURRENTLY FOR THE PURCHASE OF PROPERTY DISPOSITION AND AUCTION SERVICES: AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 5742 - INTERLOCAL AGREEMENT WITH NATIONAL JOINT POWERS ALLIANCE). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute the Joint Exercise of Powers Agreement with the National Joint Powers Alliance 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 5742 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 JOINT EXERCISE OF POWERS EXHIBIT 2 4i JDA AGREEMENT National Joint Powers Alliance* This Agreement is Between the National Joint Powers Alliance(g) (NJPA) and City of Denton, Texas (participating governmental agency) Agreement. The participants in this Joint Exercise of Powers Agreement, hereinafter referred to as the Agreement, agree to jointly or cooperatively exercise certain powers common to them for the procurement of various goods and services by the participants. The term "governmental agency" as defined and used in this Agreement, includes any city, county, town, school district, education agency, post - secondary institution, governmental agency or other political subdivision of any agency of any state of the United States or any other country that allows for the Joint Exercise of Powers, and includes any instrumentality of a governmental agency. For the purpose of this section, an instrumentality of a governmental agency means an instrumentality having independent policy making and appropriating authority. Purpose. The purpose of this Agreement is to allow for the cooperative efforts to provide for contract and vendor relationships to purchase supplies, materials, equipment or services (hereinafter referred to as goods and services,) as a result of the current and active competitive bidding process exercised by a legal qualifying bidding agency on behalf of governmental and other qualifying agencies. Qualified customers may forgo the competitive bidding process as a result of this action and process provided on the agencies behalf Reference the Uniform Municipal Contracting Law MN Statute 471.345 subd 15. This provision is made possible as a result of the purchasing contract development through a national governmental agency association's purchasing alliance. Whereas, parties to this Agreement are defined as governmental agencies in their respective states; and Whereas, this Agreement is intended to be made pursuant to the various Joint Exercise of Powers Acts of the states or nations of the respective participating governmental agencies which authorizes two or more governmental agencies to exercise jointly or cooperatively powers which they possess in common; and Whereas, the undersigned Participating Governmental Agency asserts it is authorized by Intergovernmental Cooperation Statutes to enter into an agreement with NJPA to cooperate in procurement of goods and services; and Whereas, NJPA asserts it is a Minnesota Service Cooperative created and governed under Minnesota Statute §123A.21 authorized by Minnesota Statute §471.59 to `jointly or cooperatively exercise any power common to the contracting parties "; and Whereas, the undersigned Participating Governmental Agency and NJPA desire to enter into a `Joint Exercise of Powers Agreement "for the purpose of accessing available purchasing contracts for goods and services from each other which can be most advantageously done on a cooperative basis; Now Therefore, it is mutually agreed as follows: 1. The Parties to this agreement shall provide in a cooperative manner access to each other's purchasing efforts to procure supplies, equipment, materials and services hereinafter referred to as "goods and services ", 2. The Parties to this Agreement will adhere to any and all applicable laws pertaining to the purchasing of goods and services as they pertain to the laws of their state or nation, 3. Either Party to this Agreement may terminate their participation in this Agreement upon thirty (30) days written notice, 4. Neither Party to this Agreement claims any proprietary interest of any nature whatsoever in any of the other participants in this Agreement 5. Each party agrees that it will be responsible for its own acts and the result thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the results thereof. NJPA's liability shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota Statutes, Section §3.736, and other applicable law; 5/29/2012 JOINT EXERCISE OF POWERS EXHIBIT 2 4i?JDA AGREEMENT _ klatiocnal J*ftit P*versAffi.mce-* G. Both Parties to this Agreement agree to abide by all of the general rules and regulations and policies of the participating agencies that they are receiving goods and services from, 7. Both Parties to this Agreement agree to strict accountability of all public funds disbursed in connection with this joint exercise of powers, 8. Both Parties to this Agreement agree to provide for the disposition of any property or surplus moneys (as defined by the participant) acquired as a result of this joint exercise of powers in proportion to the contributions of the governing bodies and-, 9. Both Parties to this Agreement acknowledge their individual responsibility to gain ratification of this ag•eernent through their governing body. This Agreement allows for the NJPA to provide procurement contracts on behalf of all qualified participating agencies pursuant to the Uniform Municipal Contracting law, NfN Statute §471.345 Subd 15. ORGANIZATION INFORMATION (** Required Fields) Applicant Name: Address: ** City, State, Zip Federal ID Number: Contact Person: Title: ** E-mail: Phone: Website: Reference: Minnesota Joint Exercise of Powers M.S. 471-59 Participating Agency Joint Exercise of Powers Authority granted ruider State Statute # Section 791.001 of the Texas Government Code THE UNDERSIGNED PARTIES HAVE AGREED THIS DAY TO THE ABONT ('ONDITIONS. 13MIUMMU M. By AUTHORIZED SIGNATURE Its TULE National Joint Powers Alliance* DATE DATE National Joint Powers Alliance@ 20212 TH Street IJ E mmlimagmusla.-I 111MIMM01 [WI-1 ".Wmffmlmff��� • City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -129, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the National Joint Powers Alliance (NJPA) for property disposition and auction services for the City of Denton; and providing an effective date (File 5741- awarded to PropertyRoom.com in the three (3) year estimated amount of $300,000). FILE INFORMATION This Agreement with PropertyRoom.com is for surplus asset liquidation and /or auction services which will be used to dispose of surplus city property such as vehicles, heavy equipment, obsolete office machines, and recreation center exercise equipment. Annually, the City disposes of approximately $500,000 of surplus /disposed equipment, most of which has met the useful life expectancy for public service. The City will continue to utilize its current online auction service with Rene' Bates Auctioneers but will also initiate this contract as an additional resource for property disposal. This contract will allow the City to obtain additional internet exposure for the sale /auction of the surplus /disposed assets, with the intention of increasing the sales price received through added competition. The City of Denton will continue to ensure all appropriate documents are filed with the appropriate agencies, regarding the disposition of assets. Services to be performed by PropertyRoom.com include picking up vehicles /assets, cleaning the vehicles, posting property for sale on their internet site, showing vehicles /assets to prospective bidders, and completion of sale. For each item of property sold at auction, the City will pay PropertyRoom.com a fee equal to 12.5% of the winning bid. The City estimates an annual fee payment of $75,000 based on the 12.5% fee and future auction amounts. RECOMMENDATION Approve a contract with PropertyRoom.com for property disposition in the (3) year estimated amount of $300,000. PRINCIPAL PLACE OF BUSINESS PropertyRoom.com Frederick, MD City of Denton Page 1 of 2 Printed on 4/2/2015 File M ID 15 -129, Version: 1 ESTIMATED SCHEDULE OF PROJECT This Agreement is effective upon approval by the City of Denton and will remain in effect until terminated by either party. FISCAL INFORMATION There will be no upfront cost to the City of Denton. Once a month, PropertyRoom.com will remit to the City the City's net proceeds from completed sales and services rendered during the prior month. For each item of property sold at auction, the City will pay PropertyRoom.com a fee equal to 12.5% of the winning bid. EXHIBITS Exhibit l: Ordinance Exhibit 2: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Elton Brock at 349 -7133. City of Denton Page 2 of 2 Printed on 4/2/2015 EXHIBIT 1 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A CONTRACT THROUGH THE NATIONAL JOINT POWERS ALLIANCE (NJPA) FOR PROPERTY DISPOSITION AND AUCTION SERVICES FOR THE CITY OF DENTON; AND PROVIDING AN EFFECTIVE DATE (FILE 5741- AWARDED TO PROPERTYROOM.COM IN THE THREE (3) YEAR ESTIMATED AMOUNT OF $225,000). WHEREAS, the National Joint Powers Alliance (NJPA) has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the National Joint Powers Alliance (NJPA) at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the File Number listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 5741 PropertyRoom.com $225,000 SECTION 2. The City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto as Exhibit "A ". SECTION 3. 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 4. This ordinance shall become effective immediately upon its passage and approval. EXHIBIT 1 PASSED AND APPROVED this day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY - BY: EXHIBIT 2 a PROPERTYROOM.coM 5257 Buckeystown Pike, Suite 475 Frederick, MD 21704 Tel: 240.751.9123 Fax: 240.230.0229 Federal Tax ID: 86- 0962102 Property Disposition Service Agreement Version date: 2015 - March 111111111-- .................... ------------------ - - - -- .. ......... Owner Name: City of Denton, Texas NJPA Agreement: Yes x No ❑ Mailing Address: 215 East McKinney Street NJPA Member #: ... _......w.�.�.�. .._ �. .�w�.�._w.�.�.�.��w-- -- �w�_____ ..�.______w�__. .. ............ �..... City, State, Zip Denton, Texas 76201 Signature Date: Telephone:940- 349 -7100 Automatic Renewal: Yes ❑ No ❑ Fax: 940 - 349 -7302 Expiration Date: One year initial term with two (2) one -year renewal options — _ , .........................._ Primary Contact Name: Elton D. Brock, Manager, Materials Primary Contact Email: Management elton.brockCa?cityofdenton.com Primary Contact Phone: 940 - 349 -7133 This agreement ( "Agreement ") documents the terms and conditions under which PropertyRoom.com, Inc., a Delaware corporation ( "Contractor "), will provide storage, auction and disposition services ( "Services ") on behalf of owner named above ( "Owner "). At request of Owner, Contractor agrees to establish separate accounts under the terms of this Agreement for any other departments or agencies related to Owner for purposes of complying with Owner's financial accounting requirements. Owner acknowledges Contractor has advised Owner about Contractor's nationally awarded contract vendor status from the National Joint Powers Alliance ( "NJPA ") for Services described in this Agreement, and Owner can obtain complete details of the related RFP process at www.NJPAcoop.org. This Agreement comprises the entire agreement between Contractor and Owner relating to the storage, auction and disposition of property and supersedes any prior understandings, agreements, or representations by or between the parties, be they written or oral. PropertyRoom.com P a g e 11 of 7 PropertyRoom.com EXHIBIT 2 Property Disposition Service Agreement 1. Items Requiring Services. Owner will designate items of property ( "Property ") it desires to provide to Contractor for Services. For the sake of clarity, in this Agreement, Property means smaller items, such as jewelry, electronics, bicycles and surplus spare parts, as well as larger items, such as cars, trucks, planes or industrial compressors. Contractor retains the right to accept or reject certain Property in its sole discretion. 2. Title to Property. Owner shall retain legal title to Property until it is purchased by auction or otherwise disposed of in accordance with the Agreement, at which time Owner will be deemed to have transferred title to the purchaser or other acquirer of the Property (the "Buyer "). Owner appoints Contractor as its representative and instrumentality to hold and offer for sale on Owner's behalf the Property, in accordance with this Agreement, Owner's Property shall, at all times before sale or disposition, be subject to the direction and control of Owner. Cash receipts, accounts receivable, contract rights, notes, general intangibles, and other rights to payment of every kind, arising out of the sales and dispositions of Property (collectively the "Proceeds ") belong to Owner, subject to payment of amounts owed by Owner to Contractor and to third parties pursuant to this Agreement, which amounts shall be disbursed by Contractor on behalf of Owner as provided herein. 3. Services Offered. Contractor offers four Services for storage, auction and disposition of Property. Owner may use all or any combination of Services depending on Owner's needs as well as the type and nature of Property. Descriptions below summarize the four Services. As and when applicable, for all four Services, Contractor agrees to use commercially reasonable efforts to store and auction Property, subject to the ultimate control of Owner. Contractor shall sell and dispose of Property "as is" without any liability to Owner. Contractor is solely responsible for identifying and resolving sales and use tax issues arising from Property sales, including charging, collecting and remitting such taxes. a. Portable Service. (Deleted Intentionally). b. Gold Service. (Deleted Intentionally) c. Titanium Service. (Deleted Intentionally) d. Platinum Service. The Platinum Service applies to the auctioning of municipal fleet vehicles and surplus equipment, i.e., Property. At Owner's request, Contractor will tow the Property to, or take delivery at Yards. Contractor will, on Owner's behalf as its representative, tow, verify drivability, clean, photograph, store and list Property for sale by internet auction to the public. Contractor offers Platinum Services in conjunction with Subcontractor. Typical Property sold under this service include municipal fleet vehicles such as automobiles and light trucks as well as specialty equipment such as fire trucks, ambulances, trash collection trucks, and other large public works equipment. 4. Term and Termination. a. The Agreement will become effective upon signature by the parties (the "Signature Date ") and, as indicated in the top section of this Agreement, will continue for: (1) The contract term will be one (1) year, effective from date of award. The City and the Contractor shall have the option to renew the contract for an additional two (2) one -year periods. Initial Term— April 7, 2015 —April 6, 2016 1St Renewal— April 7, 2016 —April 6, 2017 2nd Renewal— April 7, 2017 —April 6, 2018 This 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 extend as needed, not to exceed a total of six (6) months. The Agreement may be terminated by either party upon 30 days prior written notice to the other party. PropertyRoom.com P a g e 12 of 7 EXHIBIT 2 PropertyRoom.com Property Disposition Service Agreement c. The rights of the parties to terminate the Agreement are not exclusive of any other rights and remedies available at law or in equity, and such rights will be cumulative. The exercise of any such right or remedy will not preclude the exercise of any other rights and remedies. d. Notwithstanding any termination by either party of the Agreement, Contractor will continue to remit Proceeds arising under the Agreement (net of amounts owed by Owner to Contractor and to third parties pursuant to the Agreement) in connection with any sales made before the effective date of the termination. At the time of termination, any unsold inventory shall continue to be auctioned by Contractor or disposed on behalf of Owner or returned to Owner, at Owner's election and cost. Allocation of Sales Proceeds. For all Services, "Winning Bid" means the highest amount committed and paid by any auction participant ( "Buyer ") for a Property item sold. For the sake of clarity, Winning Bid does not include shipping, buyer or other fees, nor does Winning Bid mean or include an amount that a Buyer commits to pay but later fails to pay. a. Portable Service — Deleted Intentionally b. Gold Service — Deleted Intentionally c. Titanium Service — Deleted Intentionally Platinum Service. Owner will pay Contractor a "Contractor Commission" and "Tow Fees" as described below. Note: There are no storage fees for Platinum accounts. (1) Contractor Commission. For each vehicle asset sold at auction, Owner will pay to Contractor a fee equal to 12.5% of the Winning Bid. (2) Tow Fees. For vehicles that can be hauled on a standard vehicle transporter, such as automobiles and light trucks, tow services are provided for free within thirty air miles of any Yard. A $10 tow fee applies for every additional 10 nautical miles, or portion thereof, over the first 30 free nautical miles. Any tow services not included above (automobiles and light trucks, shall be performed by the City of Denton. At any point that the Contractor fails to provide a Yard within thirty air miles of the City of Denton, this contract shall automatically be voided. (3) Buyer Fees. Subcontractor will charge fees to Buyers for additional services, such as lot access, vehicle loading assistance, shipping and transportation, and other services. (4) Net Proceeds. "Owner's Net Proceeds" shall mean the amount of the Winning Bid plus Citizen Payments (if any) paid to Owner after deduction and payment of Contractor Commission, and Tow Fees (if any). 6. Payment Terms. U on the com letfon of the sales event for the Owner, and not later than 30 days after the sale has been conducted, Contractor will remit to Owner the Owner's Net Proceeds arising from completed sales and Services rendered during the prior month. Sales are deemed completed when all items comprising a line item on the original manifest or other list of Property are sold. With each payment of Owner's Net Proceeds, Contractor will make available to Owner, online, a report setting forth the following information for the immediately preceding month: a. Completed sales during the prior month, including the total amount of related Proceeds collected, Citizen Remittances (if any'), Contractor Commissions, the Owner and Contractor share of Processing Costs, Tow Fees (if any), Owner and Citizen Storage fees (if any), any applicable Title Fees and /or Fuel Surcharges, and Owner's Net Proceeds; b. Other dispositions of Property during the month; and c. The Property, if any, inventoried by Contractor at end of month. 7. Contractor Obligations. With respect to Contractor's delivery of Services: a. Contractor will exercise due care in the handling and storage of Property; b. Contractor shall keep Property free of liens, security interests, and encumbrances, and shall pay when due all fees and charges with respect to the Property; c. Contractor shall sign and deliver to Owner any UCC -1 financing statements or other documents reasonably requested by Owner; d. During the performance of the services under this Agreement, Contractor shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by PropertyRoom.com P a g e 13 of 7 EXHIBIT 2 PropertyRoom.com Property Disposition Service Agreement the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A or above: Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. ii, Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. iii. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. iv. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. V. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. e. Contractor agrees, in order to help Owner comply with local public notification statutes, if any, as well as to help Owner achieve higher Winning Bids, to allow Owner to place one or more clickable links (the "Links ") from one or more Owner websites to www.PropertyRoom.com or other websites Contractor uses for sale of Owner items. Contractor agrees to supply technical requirements for Links to Owner. 8. Owner Obligations. Owner will complete paperwork reasonably necessary to convey custodial possession of Property items to Contractor, including a written manifest or list that describes the items of Property in sufficient detail for identification. Owner agrees it will not knowingly provide Property that is illegal or hazardous or infringes the intellectual property rights of any third party ( "Prohibited Property "), including but not limited to explosives, firearms, counterfeit or unauthorized copyrighted material ( "knock- offs "), poisons or pharmaceuticals. In the event Contractor determines in good faith that any Property consists of Prohibited Property, Contractor shall have the right to immediately suspend or cancel (even if completed) any auction and immediately notify the Owner. Owner will make any final determination for disposal and shall be responsible for any return costs to the City. To the extent requested by Contractor, Owner will provide reasonable assistance in determining whether such Property in fact consists of Prohibited Property. In the event any Buyer asserts a claim that any Property consists of Prohibited Property and Contractor determines in good faith that such claim is reasonably likely to be determined to be correct, Contractor may, in its discretion, accept the return of such Property and refund the Sales Price for such Property to Buyer, in which event Contractor may then return such Property to Owner and such refunded Sales Price shall be invoiced to the Owner. 9. Restrictions on Bidding. Contractor and its employees and agents may not directly or indirectly bid for or purchase auctioned Property on Contractor websites. 10. Representations and Warranties of Owner. Owner hereby represents warrants and covenants as follows (the "Conditions Precedent "): a. Property delivered to Contractor is available for sale to the general public without any restrictions or conditions whatever and does not consist of Prohibited Property; and PropertyRoom.com P e g e 14 of 7 EXHIBIT 2 PropertyRoom.com Property Disposition Service Agreement This Agreement, including all of the terms and conditions set forth above as well any addendum prepared by the Owner (indicate inclusion of Owner Addendum by checking here:_ Addendum 1_) comprises the entire Agreement between the Parties. This Agreement cannot be modified except in writing by the duly authorized representatives of both parties. OWNER CONTRACTOR Signor Name: Andrew J. Nash Signor nor it e• Presnd•K CEO Signature. (, Date: wm PropertyRoom.com P a g e 16 of 7 EXHIBIT 2 PropertyRoom.com Property Disposition Service Agreement Addendum 1 to Property Disposition Services Agreement This addendum is attached to and made part of City of Denton, TX Property Disposition Services Agreement dated February 03, 2015 (the "Agreement "). In the event of a conflict between the provisions of the Agreement and this Addendum, the terms of this Addendum shall govern. The Agreement is hereby modified as follows: 1. This addendum outlines the alternate vehicle title procedure for the Platinum Auction Service between the City of Denton, TX and PropertyFloom.com. PropertyRoom.com's has agreed, and through its authorized subcontractor, Copart, to receive official assigned title to vehicles sold for the City of Denton, TX after the sale(s) transaction has been completed. This sale procedure has been approved to satisfy the city's legal requirements, so that the city may assign title at time of sale. The following procedures shall be accomplished, and can only be amended in the form of amendment to the original contract: 1. The City of Denton, TX will provide photo copies of, or scan and email, original titles for all vehicles to be sold at auction before the vehicles will be sold. 2. The Contractor, thru its authorized sub - contractor (Copart) will provide purchasing and vehicle sales information, which is satisfactory to the Owner, to the City of Denton, TX within 24 business hours of receipt of payment after sale of vehicle. An example of purchasing and sales information satisfactory to the Owner would be a "paid receipt" from the actual sales transaction, which fully details the Buyer's name, address, and vital information. Contractor will confirm and verify the identity of all buyers. 3. The City of Denton, TX will provide the assigned original title to the Contractor, thru its authorized sub- contractor (Copart) within 48 hours of receiving information of sale. 4. Upon completion of the sale of the City of Denton vehicle, PropertyRoom.com shall ensure that the appropriate Texas Motor Vehicle Transfer Notification Form (Texas VTR -346) has been completed. The City of Denton, TX will have 24/7 electronic access to login and download forms Texas 130U and Texas VTR -346 after completion of the sales transaction to the Buyer. 5. PropertyRoom.com is fully responsible for collection of any applicable local, State, or Federal taxes, from any Buyers of vehicles from the City of Denton. In all instances, PropertyRoom.com (Contractor) is fully responsible to meeting the requirements of the original contract, and this amendment, and ensuring that any Property Room.com subcontractor meets the contractual requirements as well. Submission of the sales transaction information, completion of the appropriate Texas Department of Motor Vehicle Forms, and submittal of final payment to the City of Denton shall be completed with the upmost urgency. OWNER CONTRACTOR PropertyRoom.com P a g e 17 of 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -174, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance approving a contract for the supply of Organic Catalyst for the City of Denton Composting Operation which is available from only one source and in accordance with Texas Local Government Code 252.022, such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5765- Purchase of Organic Catalyst for the City of Denton Composting Operation awarded to Harvest Quest International, Inc. in the annual estimated amount of $50,000 for a three (3) year not -to- exceed amount of $150,000). The Public Utilities Board recommends approval (6 -0). FILE INFORMATION The City of Denton's Beneficial Reuse division uses anaerobically digested biosolids and yard waste to produce compost called Dyno Dirt. Biosolids come from the Water Reclamation Plant- wastewater goes through a series of biological and physical treatment processes and then the liquid is processed through a belt press which removes the water from the solids. The end result is a semi -dry cake called biosolids. A complete description of the composting process is included in the Public Utilities Board Agenda Information sheet (Exhibit 1). Occasionally during the cool months of the year, odor issues are experienced near the Water Reclamation Plant as part of the composting process. In order to mitigate the odor, staff has been experimenting with an organic catalyst product called Harvest Quest and the odor has been greatly reduced. The Harvest Quest system significantly reduces the need for material handling and critically reduces turning; therefore, mitigating the odors. Typically, the piles are not turned for an initial 3 -4 week period by which time the materials are sufficiently degraded and have an earthy soil like odor. The City currently has a three (3) month supply of this material, therefore staff is recommending approval of a longer term three (3) year contract to insure availability and to lock in pricing (Exhibit 2). Harvest Quest is a proprietary product distributed exclusively by Harvest Quest International, Inc., therefore this is a sole source acquisition (Exhibit 3). Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source do not require a competitive procurement process. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 9, 2015, the Public Utilities Board recommended approval to forward this item to the City Council City of Denton Page 1 of 2 Printed on 3/31/2015 File #: ID 15 -174, Version: 1 for consideration. RECOMMENDATION Award to Harvest Quest International, Inc. in the annual estimated amount of $50,000 for a three (3) year not to exceed amount of $150,000. PRINCIPAL PLACE OF BUSINESS Harvest Quest International, Inc. Avon, OH ESTIMATED SCHEDULE OF PROJECT The contract for this Organic Catalyst will become effective upon Council approval with pricing to remain effective through March 3, 2018. FISCAL INFORMATION Purchase orders will be issued on an as needed basis using the Wastewater Fund Beneficial Reuse Division expenditure account 640400.6334. EXHIBITS Exhibit l: Public Utilities Board Agenda Information Sheet Exhibit 2: Pricing Proposal Exhibit 3: Sole Source Letter Exhibit 4: Draft Public Utilities Board Minutes Exhibit 5: Ordinance Exhibit 6: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Jim Coulter at 349 -7194. City of Denton Page 2 of 2 Printed on 3/31/2015 EXHIBIT 1 PUBLIC UTILITIES BOARD AGENDA ITEM #6 AGENDA INFORMATION SHEET AGENDA DATE: March 3, 2015 Questions concerning this acquisition may be directed DEPARTMENT: Utility Administration to Jim Coulter at 349 -7194 ACM: Howard Martin SUBJECT Consider recommending adoption of an ordinance approving the expenditure of funds for an annual supply agreement of Organic Catalyst for the City of Denton Composting Operation from only one source in accordance with Texas Local Government Code 252.022, exempting such purchases from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 5765 - Purchase of Organic Catalyst for the City of Denton Composting Operation awarded to Harvest Quest International, Inc. in the annual estimated amount of $50,000 for a three year not to exceed amount of $150,000). FILE INFORMATION In 1991 the Water Reclamation Division began the composting program. This program involved the utilization of two troublesome waste streams, yard waste and wastewater biosolids, to produce a marketable product. The first few years of the project were focused on the development of a product that would be appealing to our local market. The Beneficial Reuse division created the product Dyno Dirt and began distribution of the product to other city departments as well as to the general public. The City of Denton's Beneficial Reuse Division uses anaerobically digested biosolids and yardwaste to produce compost called Dyno Dirt. Biosolids comes from the water reclamation plant, wastewater goes through a series of biological and physical treatment processes and then the liquid is processed through a belt press which removes the water from the solids. The end result is a semi -dry cake called biosolids. The other feedstock used is yardwaste, which is collected once a week curbside by the solid waste department and debagged on the trucks or brought directly to the landfill. Only clean brush and lumber are accepted for use in the composting operation. The brush is ground into small pieces through a tub grinder. The compost process is actually very simple. We start with one part biosolids and mix it with three — four parts ground up yard waste. This mix will vary depending on ambient air temperatures, humidity and moisture content of our raw materials. The two feedstocks are laid out in 400' windrows where it is then turned with a SCARAB (windrow turner) which accomplishes two things, it mixes our feed stocks together evenly through the windrow and it aerates, or adds oxygen. At this point, the temperature is monitored on a daily basis. Agenda Information Sheet AIS — PUB Agenda Item 46 EXHIBIT 1 February 23, 2015 Page 2 of 3 FILE INFORMATION (CONTINUED) Once the temperature reaches 131 degrees Fahrenheit, we turn it a minimum of 5 times during a 15 day period. Keeping the temperature at or above 131 degrees for 15 days ensures the destruction of all pathogens. In addition to pathogen regulation, the Environmental Protection Agency (EPA) and the Texas Commission on Environmental Quality (TCEQ) regulate biosolids composting with some very stringent guidelines designed to protect human health and the environment. After 15 days of monitoring the material is then moved to curing piles where it continues to breakdown. This can take as long as 3 to 6 months. Once the compost has matured we run it through a 3/8 inch trommel screener. The Environmental Protection Agency (EPA) and the Texas Commission on Environmental Quality (TCEQ) regulate biosolids composting with very stringent guidelines designed to protect human health and the environment. Occasionally during the cool months of the year we see atmospheric conditions which keep the air and the odor close to the ground and we experience odor issues near the plant. These odor problems are compounded when we use the windrow turner to mix and oxygenate the piles. We work diligently to try and reduce these occurrences but it is difficult to prevent this condition. During the 15 day curing process we are required to turn the windrow a minimum of five times. Recently we began experimenting with a product called Harvest Quest. We have constructed three windrows using this organic catalyst. The odor in these windrows has been greatly reduced. The Harvest Quest product reduces the need for turning the windrow which will significantly reduce the release of odors from the operation. We currently have a three month supply of this material and our goal is to use this material on all windrows. The organic catalyst reverses the normal physics of composting by breaking down the material from the outside in. Biological activity begins on the outside edges of the piles and the microbes move towards the center generating high temperatures as they move. This unique feature of the Harvest Quest system significantly reduces the need for material handling and critically, reduces turning, therefore, mitigating odors. Typically, the piles are not turned for an initial 3 -4 week period by which time the materials are sufficiently degraded and have an earthy soil like odor. Harvest Quest is a proprietary product distributed exclusively by Harvest Quest International, Inc.; therefore, Harvest Quest International, Inc. is the sole - source supplier for this product. Section 252.022 of the Texas Local Government Code provides that procurement of commodities and services that are exempt from competitive bidding, if over $50,000, shall be awarded by the governing body. RECOMMENDATION Award to Harvest Quest International, Inc. in the annual estimated amount of $50,000 for a three year not to exceed amount of $150,000. AIS — PUB Agenda Item 46 EXHIBIT 1 February 23, 2015 Page 3 of 3 PRINCIPAL PLACE OF BUSINESS Harvest Quest International, Inc. Avon, OH ESTIMATED SCHEDULE OF PROJECT The contract for this Organic Catalyst will become effective upon Council approval with pricing to remain effective through March 3, 2018. FISCAL INFORMATION This item will be purchased on an as needed basis from funded from departmental revenue. EXHIBITS 1. Contract 2. Sole Source Letter 3. Draft Public Utilities Board Minutes Respectfully submitted: Jim Coulter Director Water Utilities EXHIBIT 2 America's Leaffing Edge in Organics Recycling Ms. Gayla Wright Beneficial Reuse Manager City of Denton 1100 Mayhill Road Denton, TX 76208 Dear Gayla, January 19, 2015 For over 20 years Harvest Quest have been manufacturing a proprietary inoculant to help manage a range of issues at compost facilities across the US, UK, and Asia. So what is the Harvest Quest inoculant? It is a vigorous consortium of enzyme - producing bacteria and numerous strains of fungi. The inoculant is unique in that it contains an extraordinarily broad array of microbes that ensure optimum performance across a wide range of fluctuating conditions, such as seasonal changes in feedstocks and weather conditions. The inoculant reverses the normal physics of composting by breaking down the material from the outside in. Biological activity begins on the outside edges of the piles and the microbes move towards the center generating high temperatures as they move. This unique feature of our system significantly reduces the need for material handling and critically, reduces turning, therefore, mitigating odors. Typically, the piles are not turned for an initial 3 -4 week period by which time the materials are sufficiently degraded and have an earthy soil like odor. In addition, the finished compost has been shown to contain extremely high populations of beneficial microbes and is being utilized in high value applications for turf grass establishment & maintenance and disease suppression in a variety of horticultural and agricultural applications. As you are aware, our composting methodology known as the Modified Static Aerobic Pile (MSAP) Method was recently approved for use in the Water Quality Program by the Texas Commission on Environmental Quality (TCEQ). Based on the results of our recent trials, I would like to propose the following: 1. Harvest Quest (HQ) will continue to work with The City of Denton to further develop optimum procedures for both the processing and curing phases of your composting operations and will provide ongoing technical assistance. Harvest Quest International, Inc. 1265 Lear Industrial Parkway Avon, Ohio 44011 FILE 5765 Tel: (440) 937 3225 www.Ecoverse.net EXHIBIT 2 ..y rf iJ�l1 � I 2. HQ will also provide assistance, on a best efforts basis, in the development and guidance for marketing of end products for new niche markets, i.e. golf course topdressings, soil remediation blends. 3. HQ will supply one hundred and four (104) super sacks of inoculant (organic catalyst) annually, which is sufficient to treat up to 18,480 wet tons of biosolids (24,000 cubic yards). The biosolids will be mixed with suitable bulking agents at a 3.5:1(v:v) ratio. 4. The City of Denton will pay HQ $2.00 for each wet ton of biosolids processed ($1.54 per cubic yard) and will also cover reasonable freight charges for delivery of inoculant. S. HQ will invoice the City of Denton at the end of each month; with charges based on the number of tons /cubic yards of biosolids processed during that period. Payment terms will be 30 days. In summary, the cost for inoculant annually will be approximately $36,960.00 (24,000 c/y biosolids x $1.54). This equates to $355.38 per super sack of inoculant. Freight charges are estimated to be $1,450.00 per load (26 super sacks per load), with a requirement for four (4) loads per annum ($1,450.00 x 4 = $5,800.00). This brings the estimated annual cost to $42,760.00 We look forward to a long and mutually beneficial working relationship. Yours sincerely, 4.rv,V/d xy�.A. Darren Midlane Chief Technical Officer Harvest Quest International, Inc. An EcoVerse Company Tel: 321 - 246 -7976 Harvest Quest International, Inc. 1265 Lear Industrial Parkway Avon, Ohio 44011 Tel: (440) 937 3225 www.Ecoverse.net FILE 5765 i Harvest Quest International, Inc. America's a's L_eadin Edge in Organics nic s Rec: elan Ms. Gayla Wright Beneficial Reuse Manager City of Denton 1100 Mayhill Road Denton, TX 76208 January 29, 2015 Dear Gayla, The inoculant (organic catalyst) product quoted in our proposal dated January 19th is a proprietary blend of organic materials and microbes manufactured solely by Harvest Quest. It is totally unique product and cannot be obtained from any other source. Yours sincerely, Darren Midlane Chief Technical Officer Harvest Quest International, Inc. An Ecoverse Company Tel: 321 - 246 -7976 Harvest Quest International, Inc. ,1265 Lear industrial Parkway ,von, Ohio 440,11 Tel: (440) 937 3225 www.Ecoverse.net EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD March 9, 2015 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, March 9, 2015 at 9:02 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Chairman Dick Smith, Secretary Randy Robinson, Phil Gallivan, Lilia Bynum, Barbara Russell and Charles Jackson Absent: Vice Chair Billy Cheek and George Campbell, City Manager Ex Officio Members: Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 4. Consider recommending adoption of an ordinance approving the expenditure of funds for an annual supply agreement of Organic Catalyst for the City of Denton Composting Operation from only one source in accordance with Texas Local Government Code 252.022, exempting such purchases from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 5765 - Purchase of Organic Catalyst for the City of Denton Composting Operation awarded to Harvest Quest International, Inc. in the annual estimated amount of $50,000 for a three year not to exceed amount of $150,000). Motion was made to approve item 4 by Board Member Russell with the second by Board Member Robinson. The vote was 6 -0 approved. Adjournment 11:08 a.m. EXHIBIT 5 ORDINANCE NO. AN ORDINANCE APPROVING A CONTRACT FOR THE SUPPLY OF ORGANIC CATALYST FOR THE CITY OF DENTON COMPOSTING OPERATION WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5765- PURCHASE OF ORGANIC CATALYST FOR THE CITY OF DENTON COMPOSTING OPERATION AWARDED TO HARVEST QUEST INTERNATIONAL, INC. IN THE ANNUAL ESTIMATED AMOUNT OF $50,000 FOR A THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $150,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5765 Harvest Quest International, Inc. $150,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. EXHIBIT 5 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 5765 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: EXHIBIT 6 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND HARVEST QUEST INTERNATIONAL, INC. (5765 ) THIS CONTRACT is made and entered into this day of A.D., 2015, by and between HARVEST QUEST INTERNATIONAL INC a corporation, whose address is 1265 LEAR TNDURSTRTAL PARKWAY AVON.-01110 44001 -, 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 FILE # 5765 SUPPLY OF ORGANIC CATALYST, (Exhibit D) 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) Standard Terms and Conditions (Exhibit "B ") (c) Form CIQ — 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." FILE 5765 EXHIBIT 6 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 mm FILE 5765 SUP Date: Name: r . 20 2 ."� PHONE NUMBER FAX NUMBER CITY OF DENTON, TEXAS BY: _ GEORGE C. CAMPBELL, CITY MANAGER Date: EXHIBIT 6 Exhibit A Special Terms and Conditions The Ouantities 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 three (3) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. 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. 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. Total Contract Amount The contract total shall not exceed $150,000. Pricing shall be per Exhibit D attached. FILE 5765 EXHIBIT 6 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. FILE 5765 EXHIBIT 6 Exhibit B 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 Contract. 3, CONT AC'TO1: TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of "coach itean, the quantity and unit price unless otherwise provided in the Specifcations 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 FILE 5765 EXHIBIT 6 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. 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 FILE 5765 EXHIBIT 6 substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 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. FILE 5765 EXHIBIT 6 The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the 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 FILE 5765 EXHIBIT 6 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: A. If the Contractor identified Subcontractors in a DBE /MBE /WBE agreed to Plan, the FILE 5765 EXHIBIT 6 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 all deliverables furnished under the Contract, and that the deliverables are free and clear of all FILE 5765 EXHIBIT 6 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 FILE 5765 EXHIBIT 6 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 FILE 5765 EXHIBIT 6 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, 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 FILE 5765 EXHIBIT 6 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 FILE 5765 EXHIBIT 6 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 FILE 5765 EXHIBIT 6 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, 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 FILE 5765 EXHIBIT 6 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 FILE 5765 EXHIBIT 6 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 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 FILE 5765 EXHIBIT 6 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 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 FILE 5765 EXHIBIT 6 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 lay (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 FILE 5765 EXHIBIT 6 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. 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 FILE 5765 EXHIBIT 6 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.p,ov /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 FILE 5765 EXHIBIT 6 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. 1. Final'negotiated contract 2. City's standard terms and conditions 3. Purchase order 4. Supplier terms and conditions FILE 5765 EXHIBIT 6 EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other per son tloirt r business with local covet nmental cntit 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. Name person who has a business relationship with local governmental entity. ..m.. _ ....... Check this b 2 ox 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 7a' business dlav after the date the on inali filed uestionnaire becomes incomplete or inaccurate. 3j 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? Yes El 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. 9 1 have no Conflict of Interest to disclose. Signature of person ch in n t1 97e goicrnmental entity Date FILE 5765 EXHIBIT 6 EXHIBIT D U, a !� U777M. tr-TTIMErtm America's Leading Edge in Organics Recycling Ms. Gayla Wright Beneficial Reuse Manager City of Denton 1100 Mayhill Road Denton, TX 76208 Dear Gayla, January 19, 2015 For over 20 years Harvest Quest have been manufacturing a proprietary inoculant to help manage a range of issues at compost facilities across the US, UK, and Asia. So what is the Harvest Quest inoculant? It is a vigorous consortium of enzyme - producing bacteria and numerous strains of fungi. The inoculant is unique in that it contains an extraordinarily broad array of microbes that ensure optimum performance across a wide range of fluctuating conditions, such as seasonal changes in feedstocks and weather conditions. The inoculant reverses the normal physics of composting by breaking down the material from the outside in. Biological activity begins on the outside edges of the piles and the microbes move towards the center generating high temperatures as they move. This unique feature of our system significantly reduces the need for material handling and critically, reduces turning, therefore, mitigating odors. Typically, the piles are not turned for an initial 3 -4 week period by which time the materials are sufficiently degraded and have an earthy soil like odor. In addition, the finished compost has been shown to contain extremely high populations of beneficial microbes and is being utilized in high value applications for turf grass establishment & maintenance and disease suppression in a variety of horticultural and agricultural applications. As you are aware, our composting methodology known as the Modified Static Aerobic Pile (MSAP) Method was recently approved for use in the Water Quality Program by the Texas Commission on Environmental Quality (TCEQ). Based on the results of our recent trials, I would like to propose the following: 1. Harvest Quest (HQ) will continue to work with The City of Denton to further develop optimum procedures for both the processing and curing phases of your composting operations and will provide ongoing technical assistance. Harvest Quest International, Inc. 1265 Lear Industrial Parkway Avon, Ohio 44011 FILE 5765 Tel: (440) 937 3225 www,Ecoverse.net EXHIBIT 6 t � 2. HQ will also provide assistance, on a best efforts basis, in the development and guidance for marketing of end products for new niche markets, i.e. golf course topdressings, soil remediation blends. 3. HQ will supply one hundred and four (104) super sacks of inoculant (organic catalyst) annually, which is sufficient to treat up to 18,480 wet tons of biosolids (24,000 cubic yards). The biosolids will be mixed with suitable bulking agents at a 3.5:1(v:v) ratio. 4. The City of Denton will pay HQ $2.00 for each wet ton of biosolids processed ($1.54 per cubic yard) and will also cover reasonable freight charges for delivery of inoculant. HQ will invoice the City of Denton at the end of each month; with charges based on the number of tons /cubic yards of biosolids processed during that period. Payment terms will be 30 days. In summary, the cost for inoculant annually will be approximately $36,960.00 (24,000 c/y biosolids x $1.54). This equates to $355.38 per super sack of inoculant. Freight charges are estimated to be $1,450.00 per load (26 super sacks per load), with a requirement for four (4) loads per annum ($1,450.00 x 4 = $5,800.00). This brings the estimated annual cost to $42,760.00 We look forward to a long and mutually beneficial working relationship. Yours sincerely, Darren Midlane Chief Technical Officer Harvest Quest International, Inc. An EcoVerse Company Tel: 321 - 246 -7976 Harvest Quest International, Inc. 1265 Lear Industrial Parkway Avon, Ohio 44011 Tel: (440) 937 3225 www.Ecoverse.net FILE 5765 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -178, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a second amendment to the contract between the City of Denton and ABC Professional Tree Services, Inc.; providing for the expenditure of funds therefor; and providing an effective date (RFP 4825- Second Amendment in the amount of $500,000 for a total contract award of $2,500,000). The Public Utilities Board recommends approval (6 -0). CHANGE ORDER INFORMATION RFP 4825 -Tree Trimming Services for Denton Municipal Electric (DME) was originally awarded by Council on February 7, 2012 as a four (4) year contract in the not -to- exceed amount of $2,000,000 (Exhibit 1). DME is presently in the last year of that contract which will expire February 7, 2016. The original amount for the contract was based on the history DME had experienced for previous single year contracts for vegetation management, maintenance trims, and project trimming and did not include or take into account the total number of large substation and transmission line Capital Improvement Plan projects that DME is now actively involved in constructing. A First Amendment to RFP 4825 was approved under the Purchasing Department's delegated authority on June 23, 2014 which added two (2) line items to the awarded pricing Section 11 C - Individual Labor and Equipment rates of the original Contract. This did not affect the total awarded amount of the contract. The attached Public Utilities Board Agenda Information sheet provides a detailed summary of the costs incurred through the current fiscal year and also projected costs through the remainder of the contract period (Exhibit 2). The Second Amendment includes a contingency amount of approximately $150,000 for unforeseen projects or extreme weather events that could potentially affect electrical system reliability. A new Request for Proposals will be solicited during the next twelve months to ensure that a new contract is in place by the February 2016 expiration date. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 9, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -178, Version: 1 Approve a Second Amendment to the contract with ABC Professional Tree Services, Inc. in the amount of $500,000 with the total contract amount not -to- exceed $2,500,000. PRINCIPAL PLACE OF BUSINESS ABC Professional Tree Services, Inc. Houston, TX ESTIMATED SCHEDULE OF PROJECT The term of this contract is for four (4) years with an expiration date of February 7, 2016. FISCAL INFORMATION Funding for this service is allocated in Denton Municipal Electric Operating budget account 600200.7899.5830 or appropriate Capital Improvement Plan project accounts. Purchase Orders will be issued on an as needed basis. EXHIBITS Exhibit l: Original Contract Exhibit 2: Public Utilities Board Agenda Information Sheet Without Exhibits Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Exhibit 5: Second Amendment Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Phil Williams at 349 -8487 City of Denton Page 2 of 2 Printed on 4/2/2015 EXHIBIT 1 ORDINANCE NO. 2012 -025 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR TREE TRIMMING SERVICES FOR DENTON MUNICIPAL ELECTRIC (DME); PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 4825— ELECTRIC UTILITY LINE TREE TRIMMING SERVICES AWARDED TO ABC PROFESSIONAL TREE, INC., IN AN AMOUNT NOT TO EXCEED $2,000,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for tree trimming 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 fluids to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 4825 ABC Professional Tree, Inc. $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 EXHIBIT 1 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 4825 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. ld PASSED AND APPROVED this the — day of J & , 2012. l MA A. RRO , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: WU 0- /1 )11 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _ 4-ORDRF,4 2525 THE STATE OF TEXAS COUNTY OF DENTON EXHIBIT 1 CONTRACT The City of Denton, Texas - Denton Municipal Electric and ABC Professional Tree Services, Inc. for Electric Utility Line Tree Trimming Services THIS AGREEMENT is made this the 7th day of February, 2012, by and between ABC Professional Tree Services, Inc., a Corporation, with its principal office at 201 Flint Ridge Road, Webster, TX 77598 (hereafter referred to as "Contractor ") and the City of Denton, Texas (Denton Municipal Electric), with its principal office located at 215 East McKinney Street, Denton, Texas 76201 (hereafter referred to as "DME" or "City"). WITNESSETH: The Contractor and DME, for an in consideration of their respective agreements, covenants and promises contained herein, do hereby AGREE as follows: 1. THE SERVICES. The Contractor, at its sole expense, shall do all work and furnish all materials that are not furnished by DME, all equipment, tools, labor, and traffic control personnel to complete in a good and workmanlike manner the following: Right -of -Way Clearing of Specific Feeders (hereafter referred to as the "Work "). The Work shall be done in accordance with this Contract and in accordance with the following documents (all of which, including this Contract, are hereafter sometimes referred to as the "Contract Documents "): • The scope of work contained in RFP # 4825 (for Part A —Designated Projects; and for Part B) • Instructions to Bidders, Specifications, Form of Performance Bonds; • This Contract • All other documents and drawings as attached to or referenced herein for the electric line tree trimming services In the event of a conflict between any of the documents, the document which requires the highest level of quality of work shall control. The Contract Documents represent the entire Contract between the parties and supersedes any and all prior representations, negotiations, and agreements, whether written or oral. 2. INSPECTIONS. The Work performed by the Contractor shall be subject to inspection by DME, and in the discretion of DME, a reasonable amount of monies requested by the Contractor by written invoice shall be withheld for the percentage of the Work which does not comply with the Contract Documents until such defects are corrected to DME's reasonable satisfaction. DME will provide Contractor five (5) copies of all Contract Documents and one (1) 24 "x 36" copy of area feeder maps. 3. COMMENCEMENT AND COMPLETION OF THE WORK. The Contractor shall begin the Work on February 7, 2012, and shall continue the Work with due diligence until the Work is completed. As to Part A only, the Work shall be commenced on the request of DME and must, for each Feeder, be EXHIBIT 1 completed within ninety (90) days thereafter. As to Part B only, the CONTRACTOR will complete the Work in its entirety no later than February 7, 2016. 4. PAYMENT PROVISIONS. Payment of Contractor invoices shall be made by DME within thirty (30) days following the completion and acceptance by DME of each task completed by Contractor (unless some other time of payment is expressly provided in the Contract Documents), and as payment for the Work, DME shall pay or cause to be paid to the Contractor the amount of each invoice. The total Contract Price shall not exceed $2,000,000. The Price for the Work described in Part A hereof is a fixed dollar amount of $104,111. The price for the Work described in Part B by Contractor will not exceed $1,895,889. The Contract Price is the total amount derived from the sum of the lump -sum amounts for each individual feeder, which DME has awarded to the Contractor, subject however to any discount or discounts expressly allowed by the terms of the Contract Documents. 5. TERM OF CONTRACT AND TERMS OF PAYMENT. A. As to the Work described in Part B only, it is agreed that this Contract is for a term of four (4) years from the date of commencement, with automatic annual renewals during that four (4) year term. PROVIDED HOWEVER, this Contract is subject to and conditioned upon annual reviews by the Public Utilities Board. B. Payment pursuant to this Contract will be due net 30 -days from the date of receipt and acceptance of the Application for Payment by DME. Contractor shall notify DME Electric Operations Tree Trimming Coordinator upon completion of each feeder and circuit. No invoice shall be submitted to DME for a circuit until the Work in that circuit is complete. DME shall make an inspection of the circuit within five (5) business days after notification by Contractor to determine if the requirements of the Contract Documents have been satisfactorily met. The Contractor shall immediately remedy any part of the feeder and circuit, which do not meet the requirements of the Contract. If the Contractor is unable to correct the problem, DME shall at its sole reasonable discretion have the work completed to bring the circuit into compliance with the Contract. All costs associated with bringing the Work into compliance with the Contract will be deducted from the Bid price due Contractor on the circuit. Upon a satisfactory inspection by DME, the Contractor shall submit an invoice for the work completed to: Inventory Control Specialist Attn: Misty Willis, 1701 -C Spencer Road, Denton Texas 76205; and an original invoice to City of Denton Accounts Payable, 215 E. McKinney, Denton Texas 76201. All invoices must reference the City purchase order number. 6. INVOICING OF DME BY CONTRACTOR. A. The Contractor shall submit separate invoices in duplicate under this Purchase Order. This Contract contemplates several invoices, being issued after the completion of each circuit by the CONTRACTOR. B. Invoices must include a unique invoice number of Contractor, the purchase order number, 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. The Contractor's name, remittance address and, the Contractor's 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 EXHIBIT 1 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. F. The City will furnish a tax exemption certificate upon request. 7. INSURANCE REQUIRED BEFORE COMMENCEMENT OF WORK. Neither Contractor nor any Subcontractor utilized by Contractor shall commence work under this Contract until the insurance described in the Contract Documents is in force and effect and a certificate showing proof of such insurance has been delivered to DME. 8. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Attachment A, which is attached hereto. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton, Texas. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton, Texas. A. General Requirements. i. 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 holdover periods. ii. Contractor shall provide Certificates of Insurance with the coverage 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 of Contractor to disqualification from consideration for award. 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. 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. Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractor(s) commencing work on the project. V. 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 -" 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 of subrogation, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton, Texas 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. EXHIBIT 1 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. 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. 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. 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. 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(s) of Insurance. xiii. 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 specified in 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 also contained in the solicitation instrument. 9. COMPLIANCE WITH ALL FEDERAL, STATE AND LOCAL LAWS. Contractor shall comply with all state, federal and local laws and requirements and all applicable codes and standards which govern the Work. A. The Contractor shall specifically comply with OSHA 1910.269 concerning line clearance tree trimming and ANSI Z133.1 (2006), and ANSI A -300 Part 1 -2008. The Contractor shall have and maintain in force at all times and upon request shall furnish to DME proof that it has all licenses that are required to do the Work. It shall be the Contractor's responsibility to obtain city, county and state permits and schedule road closures and other items necessary to complete the work. The Contractor agrees to maintain a drug and alcohol- testing program for all employees performing the Work under this Contract and agrees that it shall replace any such employee who refuses testing or fails a test immediately, at the Contractor's expense without impeding the progress of the Work. B. Equal Employment Opportunity. Neither Contractor nor Contractor'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 Contract and RFQ. C. Americans with Disabilities Act (ADA) Compliance. Neither Contractor nor Contractor's agent shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. D. Contractor must comply with, 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 Contractor shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. E. Contractor shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, which amends Section 530 of the Revenue Act of of 1978, dealing with issuance of Form 4 EXHIBIT 1 W -2's to common law employees. Contractor is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Contractor shall ensure compliance with all Federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Contractor or its employees for any Unemployment or Workers' Compensation coverage, or Federal or State withholding requirements. Contractor shall indemnify the City of Denton, Texas and shall pay any and all costs, penalties, or losses resulting from Contractor's omission or breach of this subsection. F. Immigration. Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990, and any and all amendments thereto 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 ( "E RIBA) enacted on September 30, 1996. G. Environmental Protection. Contractor 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.). H. Compliance with Health, Safety and Environmental Regulations. Contractor, its 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 the case of conflict, the most stringent safety requirement shall govern. 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. 10. MEANS, METHODS, TECHNIQUES AND PROCEDURES FOR THE WORK. The Contractor shall be solely responsible for and shall have control over the means, methods, techniques, and procedures for doing the Work. The Contractor is an independent contractor and neither Contractor nor any of its employees shall be deemed to be agents or employees of DME. The Contractor agrees to maintain a professional workforce at all times. The Contractor shall enforce good order and discipline among its employees and any other persons assisting in performing the Work. Contractor employees performing the Work shall present a neat appearance and shall treat DME employees and DME customers in a courteous and polite manner. The Contractor shall not employ unfit persons or persons not skilled in the specific tasks of the Work. The Contractor, at its expense, shall as above stated in Paragraph 6 above, promptly replace employees or Subcontractors who do not meet these minimum requirements without impeding the progress of the Work. 11. REQUIRED DECAL ON ALL VEHICLES. All vehicles to be used by the Contractor shall bear a "Denton Municipal Electric Contractor" decal to be furnished by DME. Contractor agrees that decals will only be displayed while working for DME. 12. NO USE OF CHEMICAL AGENTS OR HERBICIDES ON THE PROJECT. Contractor shall use mechanical means in performance of work under this Contract and shall not apply any chemical agents or herbicides in the performance of such work without the prior express written consent of DME. Under no circumstances will pesticides, herbicides, toxic chemicals, hazardous substances, hazardous wastes, or containers therefore be used, applied, transported, stored, or disposed except in strict compliance with label requirements and with all applicable federal, state, and local ordinances, laws, regulations, and licensing requirements. All persons handling, mixing, using, applying, or storing herbicides shall be properly licensed. No hazardous wastes shall be stored, used, deposited, spilled, or disposed on DME property, easements, rights -of -way, or on the property of customers. For purposes of this Contract, the terms "pesticides," "herbicides," "hazardous substances," and "hazardous wastes" shall have the meaning as set forth in the Resource Conservation and Recovery Act, the Comprehensive R EXHIBIT 1 Environmental Response, Compensation and Liability act, the Toxic Substances Control Act, or the Federal Insecticide, Fungicide, and Rodenticide Act, and shall also include petroleum. 13. PROPER DISPOSAL OF BRUSH AND DEBRIS. Contractor shall handle the disposal of brush and debris in a manner consistent with all applicable laws and regulations and shall take particular care to avoid obstructing roads, paths, or waterways. Contractor shall be responsible for all parts of the work area and the removal of all debris and surplus material, so as to leave the area in as good a condition as when the work commenced. Trees and limbs suitable for firewood may be left at the property owners request if verified with DME's Tree Trimming Coordinator, in the event this is requested by the property owner; provided however, cutting brush and debris to proper firewood length and stacking of firewood will be the sole responsibility of the property owner and at the property owner's expense. 14. SAFETY WHILE CUTTING NEAR WIRES. Contractor shall exercise extreme care and caution when cutting brush or trees that are close to or touching overhead electric or other wires. 15. COMPLIANCE WITH DME TREE- TREVIMING POLICY. Unless otherwise directed by DME, Contractor shall comply with DME's Tree Trimming Policy in effect as of the date the Work is performed. If any DME directive conflicts with the Tree Trimming Policy, the directive received from DME in writing, shall prevail. If any DME directive conflicts with this Contract, the Contract shall prevail. 16. ASSUMPTION OF RESPONSIBILITY AND LIABILITY. Contractor hereby assumes the entire responsibility and liability in and for any and all damage or injury of any kind or nature whatsoever to all persons, whether its employees or otherwise, and to all property growing out of or resulting, from the execution of the Work provided for in this Contract or occurring in connection therewith. Contractor agrees to defend, indemnify, and hold harmless DME and/or the City of Denton, Texas, its agents, officers, servants, employees and insurers from and against any and all losses and expense, including court costs and attorney's fees, damages or injury growing out of or resulting from or occurring in connection with the execution of the Work herein provided for; provided, however, that Contractor will not be held liable for loss of life or injury or damage to person or property due to the sole negligence of DME, its agents, officers, servants, or employees. This provision shall survive the termination or expiration of this Contract for a period of two years. 17. COMPLAINTS AND DAMAGES TO PROPERTY. The Contractor agrees that it is its financial responsibility to repair all damages to public and private property, which result from the performance of the Work. Repairs to inhabited buildings and structures will be performed by Contractor or Contractor's agent within 24 hours of written notification from the DME or the property owner. The Contractor shall initiate repair of all other property damaged during the performance of the Work within two (2) working days from the time of notification of such damage and shall complete such repairs within five (5) working days. The Contractor shall resolve all customer - related complaints, which are solely due to the inadequate or negligent performance of his Work within five (5) working days. If the Contractor fails to perform repairs in a timely manner as determined by the DME; then DME reserves the right to complete said repairs and subtract the cost of the repairs from the Contract Price. 18. DUTY TO NOTIFY DME OF CERTAIN FACTS. Contractor shall immediately notify DME of any irregular situations observed on DU E's system, including, without limitation, equipment or facility malfunctions, accidents, actual or potential safety problems, loose or sagging guys, damaged or defective poles, and any other possible malfunction seen by Contractor. 19. CONTRACTOR'S WORKFORCE: 6 EXHIBIT 1 A. Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to the Work described herein, while in the course and scope of delivering services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services hereunder, and may not employ such worker again on Contract services without the City's prior written consent. 20. STOP WORK NOTICE. 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. 21. WARRANTY — CONTRACTOR SERVICES: Contractor warrants and represents that all services to be provided to 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. 22. DEFAULT. Should the Contractor: (a) Fail or refuse to begin or, if once begun, to diligently proceed with the Work after receipt of the Notice to Proceed; or (b) Assign or sublet this Contract or any part thereof to any other third party, without the prior written consent of DME; or (c) Violate any provisions of this Agreement; or. (d) Becomes insolvent or seeks relief under the bankruptcy laws of the United States; or (e) Makes a material misrepresentation in Contractor's Response to Request for Proposal, or in any report or deliverable required to be submitted by the Contractor to the City. Then, in any of such events, DME may immediately take one or more of the following actions: (1) cancel this Agreement; or (2) require the Contractor to discontinue the Work immediately; or (3) sue the Contractor for damages suffered by DME, including consequential damages; or (4) seek and obtain whatever equitable relief by way of injunction or specific performance that may be available. Seeking any one or more of the above remedies will not be a waiver of any other remedy available to DME. The substantially prevailing party shall pay the cost and expense of the successful party's enforcement of its rights hereunder, including but not limited to reasonable attorney's fees and costs of court. EXHIBIT 1 23. 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 pre judgment and post judgment interest at the 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. 24. TERMINATION WITHOUT CAUSE. City shall have the right to terminate the Contract, in whole or in part, without cause at 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. 25. FRAUD. Fraudulent statements by the Contractor in the response to Request for Proposal 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. 26. INDEMNITY. 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 CLAIMS DIRECTLY ARISING OUT OF, INCIDENTAL 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. 27 CONTRACTOR TO PROVIDE RELEASES. In the settlement or compromise by Contractor or its insurer of any claims arising out of Contractor's performance under this Contract, Contractor shall obtain and provide to the City of Denton, Texas/DME properly executed written releases, in form satisfactory to the City of Denton, Texas/DME, releasing the City of Denton, Texas/DME from any and all liability. 28. 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 EXHIBIT 1 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. 29. EXAMINATION OF THE WORK SITE BY CONTRACTOR. The Contractor has thoroughly examined and carefully studied the Site of the Work and the Contract Documents and has identified any and all conflicts, errors, ambiguities, and discrepancies to DME in writing and the written resolution thereof by DME is acceptable to the Contractor, and the Contractor has determined that it can deliver the work for the Contract Price and within the contract Time specified in the Contract Documents and this Contract. 30. TAX LIABILITIES. The Contractor is responsible for any and all tax liabilities, which may be imposed upon the Work, or any materials used therein under the sales or use tax laws of the State of Texas. It shall be the Contractor's responsibility to determine if taxes are due on the Work or materials installed under this Contract. The Contractor, solely on its own behalf, shall apply to the Texas Comptroller's Office for any applicable exemptions to sales and/or use taxes. 31. NOTICE. 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; provided however, that unless verbal communication is expressly permitted or verbal communication is appropriate because of the exigencies of time, in which case such verbal communication shall be confirmed in writing at the earliest possible time. 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. If to DME: City of Denton, Texas ATTENTION: Purchasing Department - RFP 4825 901B Texas Street Denton, Texas 76209 City of Denton, Texas City Manager 215 East McKinney Street Denton, Texas 76201 EXHIBIT 1 If to CONTRACTOR: ABC Professional Tree Services, Inc. 201 Flint Ridge Road Webster, Tx 77598 32. ASSIGNMENT OF CONTRACT. The Contractor may not assign this Agreement or subcontract any part of the Work without the prior written consent of DME. 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. 33. COVENANT OF CONFIDENTIALITY. Contractor, its employees and agents understand and covenant that it has a duty to safeguard, protect and prevent any public disclosure of materials that are provided to it by DME that are confidential and proprietary. Contractor will know whether a material or a communication, or a map, or other communication is confidential and/or proprietary by a conspicuous marking on that particular document made by DME. Contractor will take all necessary steps to safeguard the confidential and proprietary information provided to it by DME. Such information is important to the Homeland Security interests of DME and is confidential and sensitive information. Contractor realizes that DME would not otherwise furnish such confidential and proprietary information, to it, and is doing so solely because of this Contract. This information is important to DME for it to maintain confidentiality under the Public Power Exception under Texas law. Contractor agrees to notify DME promptly, within 24 hours, if it detects or knows of any violation of this duty. Contractor shall use all commercially reasonable methods possible to safeguard the confidential and proprietary information. If Contractor fails to do so, DME may treat that failure as a default of this Contract, at its sole option. 34. 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 four 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 fifty (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 by DME. 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 breach of the Contract. 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. 35. ADVERTISING. Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into this Contract, except to the extent required by law. 36. INDEPENDENT CONTRACTOR. This Contract shall not be construed as creating an employer /employee relationship, a partnership, or a joint venture. The Contractor's services shall be those 10 EXHIBIT 1 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, workers' 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 Contract. 37. AMENDMENT OF CONTRACT. No amendment, modification or interpretation of this Contract by DME shall be effective unless the same is in writing and signed by a duly authorized representative of DME and Contractor. 38 WAIVER. No delay or failure of DME in exercising any right or power under this Contract shall operate as a waiver of such right or power or prevent the future exercise of such right or power. Nothing contained in this Contract or in any bond or in any certificate or policy of insurance, or in any provision of indemnity shall be construed to constitute a waiver by DME of any provision, or of any other provision of federal, state, or local law affording DME immunity and protection from, or limitation of tort or other liability. 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. 39. RIGHTS OF THIRD- PARTIES. Nothing contained in this Contract shall be construed as creating rights in third parties, and the parties hereby express their intent that this Contract is not intended to benefit third parties in any manner. 40. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in Request for Proposals 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. 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 (Attachment B). 42. 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. 43. 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 11 EXHIBIT 1 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. 44. DRUG FREE WORKPLACE. 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. 45. 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. 46. NO WAIVER OF SOVEREIGN IMMUNITY. The Parties expressly agree that no provision of this Contract is in any way intended to constitute a waiver by the City of Denton, Texas of any immunities from suit or from liability that the City of Denton, Texas may have by operation of law. 47. RECORDS RETENTION. Contractor shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. Contractor shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the City of Denton, Texas is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Contractor shall grant access to all books, records and documents pertinent to the Contract to the City of Denton, Texas, the State Auditor of Texas, and any Federal governmental entity that has authority to review records due to federal funds (if any) being spent under the Contract. 48. JURISDICTION AND VENUE. The Contract is governed by, interpreted and enforced under the laws of the State of Texas. All issues arising from this Contract shall be resolved and venue shall lie in the courts of Denton County, Texas. The parties agree to submit to the personal jurisdiction of such courts. 49. BINDING CONTRACT. This Contract shall be binding upon and shall inure to the benefit of the DME and the Contractor and each of their respective successors and assigns. 50. ENTIRE AGREEMENT. This Contract constitutes the final, complete, and entire written contract of the parties and supersedes all previous communications, representations, agreements, promises, statements, proposals, past practice and specifications, whether written or oral, by or between the parties. 51. EFFECTIVE DATE Unless otherwise specified in the Request for Proposals, this Contract shall be effective as of the date the Contract is signed by the City, and shall continue in full force and effect until all obligations are performed in accordance with the Contract. 12 EXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have affixed their signatures arikl seal, by their duly authorized officers and representatives, on this the r day of R� f tkgc,1 , 20 YL- ATTEST: JENNIFER WALTERS, CITY SECRETARY By: Uj Lb ) a P At 'd APP VED ALI LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: ATTEST: By 1 U01'1 KA Eye'" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: �s GE 6RGt C. CA—MPBItL CITY MANAGER "CONTRACTOR" ABC PROFESSIONAL TREE SERVICES, INC. 13 EXHIBIT 1 PERFORMANCE BOND / Bond 70084260 KNOW ALL BY THESE PRESENTS, That we, ABC Professional Tree Services, Inc - (hereinafter called the Principal), as Principal, and The Guarantee Company of North America USA , a corporation duly organized under the laws of the St to of Michigan (hereinafter called the Surety), as Surety, are held and firmly bound unto City of Denton, Texasenton Municipal Electric) (hereinafter called the Obligee), in the sum of Five Hundred Thousand Dollars And Zero Cents.z ($ 500,000.00 ) Dollars, for the payment of which sum well and truly to be made, we, the said Principal and the said Surety, bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. Signed and sealed this 22nd day of February 2012 WHEREAS, said Principal has entered into a written Contract with said Obligee, dated February 7, 2012 , for Electric Utility Line Tree Trimming Services✓ in accordance with the terms and conditions of said Contract, which is hereby referred to and made a part hereof as if fully set forth herein: NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, That if the above bounden Principal shall well and truly keep, do and perform each and every, all and singular, the matters and things in said contract set forth and specified to be by said Principal kept, done and performed, at the times and in the manner in said contract specified, or shall. pay over, make good and reimburse to the above named Obligee, all loss and damage which said Obligee may sustain by reason of failure or default on the part of said Principal so to do, then this obligation shall be null and void; otherwise shall remain in full force and effect. NO SUIT, ACTION OR PROCEEDING by the Obligee to recover on this bond shall be sustained unless the same be commenced within two (2) years following the date on which Principal ceased work on said Contract. / V ABC ProfksiorA Tree Services, Inc. By Principal i The Guarantep Company of North America USA By RcYbMtVbs NiPOT7 Attorney -in -Fact S- 0757 /GE 10/99 XD �yp THE GUARA4jVj%fiQMPANY OF NORTH AMERICA USA f' Southfield, Michigan POWER OF .ATTORNEY KNOW ALL BY THESE PRESENTS: That THE GUARANTEE COMPANY OF NORTIi AMERICA USA, a corporation organized and existing under the laws of the State of Michigan, ving its principal office in Southfield, Michigan, does hereby constitute and appoint Robert James Nitsche, Robert K. Nitsche, David R Ferguson, Violet Frosch, Nina K. Smith, Craig Parker Nitsche & Fergusow7ustrrance Netitrork its true and lawful attomey(s) -in -fact to execute, seat and deliver for and on its belmlfas surely, any and all bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed, required or permitted by law, statute, rule, regulation, contract or otherwise. Ilia execution of suelt instrument(s) in pursuance of these presents, shall be as binding upon THE GUARANTEE COMPANY OF NORTH AMERICA USA as fully and amply, to all intents and purposes, as if the same had been duly executed and acknowledged by its regularly elected officers at the principal office, The Power of Attorney is executed and may be certified so, and may be revoked, pursuant to and by authority of Article IX, Section 9.03 of the By -Laws adopted by the Board of Directors of THE GUARANTEE COMPANY OF NORTH AMERICA USA at a meeting held on the 31" day of December, 2003. The President, or any Vice President, acting with any Secretary or Assistant Secretary, shall have power and authority: 1. To appoint Attomey(s) -in -fact, and to authorize them to execute an behalf of the Company, and attach tie Seal of the Company thereto, bonds and undertakings, contracts of irldcmnity and other writings obligatory in the nature thereof; and 2. To revoke, at any time, any such Attorney -in -fact and revoke Ilse authority given. Further, this Power of Attorney is signed and scaled by facsimile pursuant to resolution of the Board of Directors of the Company adopted at a meeting duly called and held on the 31" day of December 2003, of wlticla the following is a true excerpt: RESOLVED (lint the signature of any authorized oflicor and the seat of ilia Company may be affixed by facsimile to any Power of Altomey or certification Ihcrtrof authorizing the execution and delivery of any bond, undertaking, contracts of indemnity and other writings obligatory in the nature thereof, and such signature and seal when so used shall have the same force and effect as thought manually affixed, IN WITNESS WHEREOF, THE GUARANTEE COMPANY OF NORTH AMERICA USA has 1Te caused this instrument to be signed and its corporate seal to be affixed by its authorized officer, this 0.4 ee.0 20 "' day ofJanuary, 2005. THE CUr1RANTt',E COMPANY OF NORTH AMERICA USA M g4 J �JH AlaeR`0r STATE OF MICHIGAN `'$�J�' /i..,..��'' • �` County of Oakland Stephen Dullard, Vice President On this 20 day of January, 2005 before the carne the individual who executed Ilia preceding instrument, to me personally known, and being by me duly swam, said that he is the herein described and autharized officer of The Guntunlee Company of North America USA; that the seal affixed to said instrument is the Corporate Seal of said Company; that tie Corporate Seal and his signature were duly affixed by order of the Board of Directors of said Company. Gall Trevor Notary Public, State of Michigan Counly of Macomb My Commission Expires August 2, 2005 Acting in Oakland County IN WITNESS WHEREOF, I have hereunto set my hand at The Guarantee Company of North America USA offices the day and year above written. 1, Randall Musselman, Secretary of THE GUARANTEE COMPANY OF NORTH AMERICA USA, do hereby certify that [lie above and foregoing is a true and correct copy ofa Power of Attorney executed by THE GUARANTEE COMPANY Or NORTH AMERICA USA, which is still in full force and effect. IN WITNESS WHEREOF, [have thereunto set my hand and attached the seal of said Company this 2 2Qq of Fey br / ry 20 12 �p 4TEf V a,r cep a o r �aRrhAIAf:R`C Randall Musselman, Secretary 0 0h EXHIBIT 1 PAYMENT BOND BOND NO. 70084260 KNOW ALL BY THESE PRESENTS.,That we, ABC Professional Tree Services, c. 201 Flint Ridge Road, Webster, TX 77598 (Here insert the name and address or legal title of Contractor) as Principal, hereinafter called Principal, and The Guarantee Company of North America USA_, a Michigan Corporation, as Surety, hereinafter calle Surety, are held and firmly bound unto City of Denton, Texa enton Municipal Electric) (Here insert the name and address or legal title of Owner) as Obligee, hereinafter called Owner, for the use and benefit of Claimants as herein defined, in the amount of Five Hundred Thousand Dollars nd Zero Cents Dollars ($ 500,000.00 ), (Here insert a sum equal to at least one -half of the contract price) for the payment whereof Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Principal has by written agreement dated February 7 2012 — entered into a contract with Owner for Electric Utility Line Tree Trimming Services > in accordance with the terms and conditions of said contract, which is hereby referred to and made a part hereof. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, That if the Principal shall promptly make payment to all Claimants as hereinafter defined, for all labor and material used or reasonably required for use in the performance of the Contract, then this obligation shall be void; otherwise it shall remain in full force and effect, subject, however, to the following conditions: 1. A Claimant is defined as one having a direct Contract with the Principal or with a Subcontractor of the Principal for labor, material, or both, used or reasonably required for use in the performance of the Contract. 2. The above named Principal and Surety hereby jointly and severally agree with the Owner that every Claimant as herein defined, who has not been paid in full before the expiration of a period of ninety (90) days after the date on which the last of such Claimant's work or labor was done or performed, or materials were furnished by such Claimant, may sue on this bond for the use of such Claimant, prosecute the suit to final judgment for such sum or sums as may be justly due Claimant, and have execution thereon. 3. No suit or action shall be commenced hereunder by any Claimant. a) Unless Claimant, other than one having a direct Contract with the Principal, shall have given notice to any two of the following: The Principal, the Owner, or the Surety above named, within ninety (90) days after such Claimant did or performed the last of the work or labor, or furnished the last of the materials for which said claim is made. b) After the expiration of one (1) year following the date on which Principal ceased work on said Contract. If the provisions of this paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. c) Other than in a state court of competent jurisdiction in and for the county or other political subdivision of the state in which thy. Project, or any part thereof, is situated, or in the United States District Court for the district in which the Project, or any part thereof, is situated, and not elsewhere. 4. The amount of this bond shall be reduced by and to the extent of any payment or payments made in good faith hereunder. Signed and sealed this 22nd day of February 2012 ABC Profess) Tree Services, Principal LIM The Guar e gompapQ North A a USA By Robert James Ni he Attorney -in -Fact S- 4174/GE 2/98 0l.-"' r THE GUARA. JN&f gMPANY OF NORTH AMERICA USA Southfield, Micfugan POWER. OF ATTORNEY TORNEY KNOW ALL BY THESE PRESENTS: That THE GUARANTEE COMPANY OF NORTH AMERICA USA,V corporation organized and existing under the laws of the State of Michigan, having its principal office in Southfield, Michigan, does hereby constitute and appoint Robert James Niische Robert K. Nilsche, David P. Ferguson, Violet Fi•oseh, Nina K Smith, Craig Parker Nitsche & FetgusowDisur•ance Nehhot-1c its true and lawful auomey(s) -to -fact to execute, seal and deliver for and on its behalf as surely, any and all bonds and undertakings, contracts of indemnity and ether writings obligatory in the nature thereof, which are or may be allowed, required or permitted bylaw, statute, rule, regulation, contract or otherwise. The execution of such insttument(s) in pursuallco of these presents, shall be as binding upon THE GUARANTEE COMPANY OF NORTH AMERICA USA as fully and amply, to all intents and purposes, as if the satna find been duly executed and acknowledged by its rcguhtrly elected officers at the principal office, The Power of Attorney is executed and may be certified so, and cony be revoked, pursuant to and by authority of Article la, Section 9.03 of the By -Laws adopled by the Board of Directors of THE GUARANTEE COMPANY OF NORTH AMERICA USA at a meeting held an the 31" day of December, 2003. The President, or any Vice President, acting Willi any Secretary or Assistant Secretary, shall have power and authority: L To appoint Attomcy(s) -in -fact, and to authodze them to execute on behalf of tine Company, and atincir the Seal of the Company thereto, bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof; and 2. To revoke, of any time, any such Attorney- fn4act and revoke the authority given. Further, this Power of Attorney is signed and scaled by facsimile pursuant to resolution of the Board of Directors ol'the Company adopted at a meeting duly called and held on the 31" day of December 2003, of which the following is a true excerpt: RESOLVED that the signature of any authorized officer and the seal of (lie Company may be affixed by facsimile to any Power of Altomey or certification themof authorizing the execution and delivery of any bond, undertaking, contracts of indemnity and other writings obligatory in the nature thereof, and such signature and seal when so used shall have the some force and effect as though manually affixed. IN WITNESS WHEREOF, THE GUARANTEE COMPANY OF NORTH AMERICA USA has �1Te c caused this instrument to be signed and its corporate seal to be affixed by its authorized aff`iccr, this e° ep 20 "' day of January, 2005. F ��1 THE GUARANTEE COMPANY Of NORTH AMERICA USA O qT J '7htauVor STATE OF MICHIGAN County of Oakland Stephen Dullard, Vice President On this 20" day of January, 2005 before me carne the individual who executed the preceding Instrument, to me personally known, and being by me duly sworn, said that he is the herein described and authorized olficar of The Cuamntee Company of North America USA; that the seal affixed to said instrument is the Corporate Seal of said Cornpauy; that the Corporate Seal and his signature were, duly affixed by order of the Board of Directors of said Company, Gall Trevor " Notary Public, State of Michigan ,,,.•,; - County of Macomb :,r... My Commission Expires August 2, 2005 Acting In Oakland County IN WITNESS WHEREOF, l have hereunto set my hand at The Guarantee Company of North Arrrcrico USA offices the day and year above written. A��au� 1, Randall Musselman, Secretary of THE GUARANTEE COMPANY OF NORTH AMERICA USA, do hereby certify that the above and foregoing is a true and correct copy orn Power of Attorney, executed by THE GUARANTEE COMPANY OF NORTH AMERICA USA, which is still in full force and effect. IN WITNESS WHEREOF, I have thereunto set my hand and attached the sent of said Company this 2 2344 of Febr 'ary 20 12 UJPq.r.ttrer °ct W 4 h � rh AµEF�' Randall Musselmon, Secretary �� 4k'` p EXHIBIT 1 ATTACHMENT A INSURANCE REQUIREMENTS AND WORKER'S COMPENSENTATION REQUIREMENTS Respondent's attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal /Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. if an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, 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. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal /bid opening, since the insurance requirements may not be modified or waived after proposal /bid opening unless a written exception has been submitted with the proposal /bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- 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. PAGE 18 EXHIBIT 1 The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date, • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $2,000,000 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 PAGE 19 EXHIBIT 1 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 $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 Worker's 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 Worker's 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. PAGE 20 EXHIBIT 1 ATTACHMENT 1 [X] Worker's Compensation Coverage for Building or Construction Projects for Governmental Entities A. Defmitions: Certificate of coverage ( "certificate ") -A copy of a certificate of insurance, a certificate of authority to self - insure issued by the commission, or a coverage agreement (TWCC -81, TWCC- 82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 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. PAGE 21 EXHIBIT 1 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 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 PAGE 22 EXHIBIT 1 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. PAGE 23 EXHIBIT 1 CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received 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 offigriL.nder this section is a Class C misdemeanor. 1 6m6e 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 7'1' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 1 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (C3 including subparts AD & 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; u 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? F1 Yes Q 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. 0\11 4 Signature of person doing business with the governmental entity Date E,-t I MY 1 ABC PROFESSIONAL TREE SERVICES RFP 4825 Pricing Sheet Electric Utility Line Tree Trimming Services SECTION I- DESIGNATED PROJECTS: Furnish all supervision, labor, traffic control personnel, material, supplies, tools, equipment and transportation to trim and remove trees, brush, and vines as needed to comply with DME Tree Trimming Specifications for the following projects: Item UOM Type of Service Requested Original Pricing Revised Pricing A LS Jim Christal 211 Feeder $4,500.00 B LS Jim Christal 212 & 222 Feeders- Primarily a Double Circuit $17,500,00 C LS Jim Christal 213 & 223 Feeders - Primarily a Double Circuit $60,000.00 $5,500.00 D LS Jim Christal 221 Feeder $4,500.00 E LS Ray Wells 212 Feeder $500.00 F LS Ray Wells 213 Feeder $4,061.00 G LS Arco 211 Feeder $5,900.00 H LS Arco 221 Feeder $2,350.00 1 LS Denton North 213 Feeder $57,861.00 $38,100.00 J LS Industrial 221 Feeder $5,100.00 K LS Teasley 222 Feeder $13,200.00 L LS Pockrus 212 Feeder $2,900.00 SECTION 11 = FOUR YEAR CONTRACT FOR ELECTRIC UTILITY TREE TRIMMING SERVICES Furnish all supervision, labor, traffic control personnel, material, supplies, tools, equipment and transportation to trim and remove trees, brush, and vines as needed to comply with DME Tree Trimming Specifications, Item UOM Type of Service Requested Original Hourly Rate Revised Hourly Rate Aertiai Lift Crew Rate Horlyiabo- nd menk fors mmimumi anel working heightifh one clew W c w�tf tb ed persons Gone working For man with CDL one quaUt ed ine clearane tree trimmer W�fwuCui apd oneimma�ainee or groundman 1 HR One Crew at Standard hourly rate (with 8 hours advance notice) $110.10 2 HR One Crew at Emergency hourly rate( with less than 8 hours notice) $155.00 � s T m ated Br�ish Pt0 uq Rates Hourly labor and equipment for one crew with trNO persons on woriiigtgmaa wtth CDl and one�roand man) �= 1 HR One Crew at Standard hourly rate $81.80 2 HR One Crew at Overtime hourly rate $122.70 z c =E Indi Ill dual Labor and Equtpmexlf Rates Hoprlylaborrequ�pment rates as needed - 1 HR Supervisor Tree Trimmer - standard hourly rate $45.50 2 HR Supervisor Tree Trimmer - overtime hourly rate $68.25 3 HR Foreman Tree Trimmer (climbing) - standard hourly rate $28,30 EXHll31 1 4 HR Foreman Tree Trimmer (climbing)- overtime hourly rate $42.45 5 HR Line Clearance Trainee or Groundman /Flagman - standard hourly rate $24.50 6 HR Line Clearance Trainee or Groundman /Flagman - overtime hourly rate $36.75 7 HR Equipment Operator (tractor) - standard hourly rate $28.30 8 HR Equipment Operator (tractor) - overtime hourly rate $42.45 9 HR Aerial Lift with dump bed and disc chipper 75 foot minimum working height and associated equipment - standard hourly rate $32.00 10 HR Aerial Lift with dump bed and disc chipper 75 foot minimum working height and associated equipment - overtime hourly rate $32.00 11 HR Chip Truck, 10 cubic yard covered dump body with disc chipper and associated equipment - standard hourly rate $24.00 12 HR Chip Truck, 10 cubic yard covered dump body with disc chipper and associated equipment - overtime hourly rate $24.00 13 HR Tractor, WD with bush hog and associated equipment - standard hourly rate $65.00 14 HR Tractor, WD with bush hog and associated equipment - overtime hourly rate $65.00 15 HR Chipper only (DISC only) - standard hourly rate $7.50 16 HR Chipper only (DISC only) - overtime hourly rate $7.50 15 HR Certified Arborist - standard hourly rate $ 29.50 16 HR Certified Arborist - overtime hourly rate $ 4425 15 HR Standard Pick -up Truck- standard hourly rate $ 12.00 16 HR Standard Pick -up Truck - overtime hourly rate $ 12.00 Tree MQVal R C" To be Utilized at sole discretion of DME to have cor?tract crews wh11e- working on the associated D circuit=to remove entire trees as identified by bM� Item UOM Tree Diameter Original Removal Rate Revised Removal Rate 1 EA 3" - 6" Dbh $35.00 2 EA > 6" - 12" Dbh $210.00 3 EA > 12" - 18" Dbh $398.00 4 EA > 18" Dbh $653.00 6 EA > 24 -30" Dbh $653.00 EXH113I� 1 Herbicide ApplicatJons: The company making "the application is respohsible'foi the purchase, storage record keeping and disposal of herbicides Herbcides;will'only be applied by qualified appUGalor HerbicfdeGCews ttee crews, and -" mowing crews are`requlred to have at leastone mdroidUal on the'crew at all times �ihois quatfied to apply herbicides A quahfed applt atot s an �ndlVldual who f5as been t ad regarding the product and applicafion method ancfinee0"i federal state and local laws and regulations Thisindividual may be;Cegwred fo hofsl a certified applicators licenseobe = ttrid rkthe direct supervision of aTcertified applicato This will dependupon state laws antl regulations wherg tWe.app Cabo MN �s�hiade Supervisors of qualified e applicators ) waie ed o hd a cupsretid fi eotl n aapppplliiccaattoiorsnl.s i eto e nmse a rik � Wthhe e rse t a"ftieewi pbr i stead g hs a �s ri dthe upevw agent dielf m"With and. hiCh been Item UOM Application Application Rate Revised Application Rate 1 Gal Herbicide Application - Price per gallon. $109.69 PRICES SHALL INCLUDE DELIVERY, FOB DESTINATION Expedited Payment Discounts Please provide the payment discounts below you may be able to pass on to benefit the City. discount extended to each monthly invoice that is paid within the time period indicated below. PaymentmTetms `. _........__.... d sct %` "Aditlonaf Di oun Invoice Paid in 20 days Invoice Paid in 15 days Invoice Paid in 10 days Client#: 38531 ABCPRO ACORD,,, CERTIFICATE OF LFIA'fff � Y INSURANCE DATE (MMIDDIYYYY) 2/0112012 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). PRODUCERE, CT Randy Croix Insurance Network of Texas PHONE (ac, No, Ext): 713 -522 -6956 708 Sul Ross Street Rand (A/c No)' 713 -522 -5543 Houston TX 77006 a R ESS: RandyC@INTonline.com Professional Tree Services, Inc.Vl/ 4831 Old Galveston Road Houston, TX 77017 INSURER(S) AFFORDING COVERAGE I NAIC p URER A: Zurich American Insurance Co 16535 URER B: American Guarantee 8� Liability 26247 1J1111'NSURER URER C URER D : E COVERAGES rPOTICIr'ATC Ali rL&&k n4)Ii i . __ . -_ -__ _ _ __ -_ __ - - -- --- -- rnr =vwlvry lrumaCK: THIS IS TO CERTIFY THAT THE POLICIES OF INSURA(VO�E -- LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, �WOR 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. INS R_ ADDLSUBR DEFF LTR TYPE OF IN PRANCE INSR WD POLICY NUMBE POLICY MIUMpY EXP LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY / CLAIMS-AADE a OCCURI/ GLO591850606 2/05/2012 02/05/2013 CMHp�OECTCURRRREEENCE $1,000,000 X p PREMISES Ea o D "re . $1,000,000 MED FRCP (Any one person) $10,000 PERSONAL & ADV INJURY s 1, 000, 000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- LOC PRODUCTS - COMP/OP AGG $2,000,000 A AUTOMOBILE LIA81 ANY AUTO AUTOS AUTOS ALL OWNED B SCHEDULED HIRED AUTOS X NON-OWNED AUTOS BAP591850506 2/05/2012 02/05/2013 a acBlcide°ntSINGLE LIMIT $2,000,000 BODILY INJURY (Per person) $ 1XX BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ B A X UMBRELLA LlAB EXCESS LIAR OCCUR CLAIMS -MADE N/A AUC475515401 WC591850706 2105/2012 2/05/2012 02/0512013 02/05/201 EACH OCCURRENCE 1$25,000,0 0 AGGREGATE 1$25,000,000 DED X RETENTION $O WORKERS COMPENSATION 7 AND EMPLOYERS' LL4BILITY AOFFICERIMEMBER EXCLUDED? ECUTNEFN (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below I X we srAru- oTH- TORY LIMITS FR $ E.L EACH ACCIDENT $1 000 000 — E.L. DISEASE - EA EMPLOYE $1,000, 000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) As per policy provisions,_City of Denton, its Officials, Agents, Employees and Volunteers have Additional la Insured stat with respect to all policies except Workers Compensation as provided by blanket add— itio a insured endorsements and Waiver of Sybrogation status with respect to all policies as provided by blanket waiver of subrogation endorsements.. Aslicy provision, the General Liability policy contains an endorsement with primary and non - contributory wording per U -GL- 1175 -B CW (3/2007). (See Attached Descriptions) City of Denton/ Materials Management Division 901 -B Texas Street Denton, TX 76209' ACORD 25 (2010105) 1 of 2 #S384704/M384406 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I!J00 -ZU1U AGUKU GURPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 593 EXHIBIT 2 PUBLIC UTILITIES BOARD AGENDA ITEM #1 AGENDA INFORMATION SHEET AGENDA DATE: February 23, 2015 DEPARTMENT: Utilities UTILITIES ACM: Howard Martin, Utilities, 349 -8232 SUBJECT Consider recommending approval of Amendment 42 to a Contract with ABC Professional Tree Services, for procurement of services that allow for site and route preparation for new substation sites and transmission line routes, and distribution line feeder extensions for new customer construction, while continuing electric circuit feeder /maintenance trimming in the further amount of $500,000 (RFP 4825 — Amendment 42 to Tree Trimming four year contract in the original not -to- exceed amount of $2,000,000; with the not -to- exceed amount now totaling $2,500,000). BACKGROUND Denton Municipal Electric (DME) has a proven vegetation management program in place that has contributed toward a 50% decrease in outages over the past 3 years due to the systematic tree trimming schedules and procedures. In the past two years DME has experienced multiple extreme weather conditions ranging from thunderstorms, and ice and snow conditions, where DME received very minimal damage due to our tremendous tree trimming program and maintenance of existing overhead lines, and new construction. Denton Municipal Electric (DME) has transmission line and substation projects approved in its five year Capital Improvement Plan (CIP). Each of the approved CIP projects require a number of activities including clearing of vegetation at new substation sites, new transmission easements, distributions line easements, and existing distribution feeder extensions. A previous Amendment 41 to RFP 4825 was requested and approved under the Purchasing Department's delegated authority on June 23, 2014 adding two line item additions to the awarded pricing in Section II C — Individual Labor and Equipment rates of the original Contract. • Line Item C17- Hydro Ax $269.50 per hr • Line Item C18 — 18 Wheeler for transport $130.00 per hr. The initial contract amount approved for RFP 4825 was $2,000,000 for a four year period. DME is presently in the last year of that contract which will expire February 2016. The original amount for the contract was based on the history DME had experienced for previous single year contracts for vegetation management, maintenance trims, and project trimming and did not include and take into account the sheer number of large substation and transmission line CIP projects that DME is now actively involved in constructing. AIS — PUB Agenda Item 41 EXHIBIT 2 February 23, 2015 Page 2 of 3 The information below provides a summary of costs incurred for each of the four contract years and the anticipated costs that will be incurred for these activities by the February 2016 expiration date. First 3 years of RFP 4825 1. 17 New Transmission Line /Distribution Feeder Extension Project Trimming $250,671 2. Annual Feeder /Maintenance Trimming $1,035,343 Year 4 (Current FY14 /15) 1. 2 - New Transmission Line /Distribution Feeder Extension Project Trimming $396,549 (This will include the Spencer to Cooper Creek Transmission Line project and the Cooper Creek to Kings Row transmission line right of way clearing). 2. Feeder /Maintenance Trimming $115,620 • Future Feeder /Maintenance for the rest of the fiscal year $300,000 Future New Construction/Feeder Extension Project- * FW substation feeder extension $125,000 • Future New Transmission Line /Distribution Feeder Extensions $125,000 RFP 4825 Totals 1. 20 - New Transmission Line /Distribution Feeder Extension Project Trimmings $647,220 Completed 2. Feeder /Maintenance Trimming $1,150,963 Completed 3. Future New Transmission Line /Distribution Feeder Extensions $250,000 (Includes Fort Worth Substation Feeder Extension) 4. Estimated Future Feeder Maintenance Trimming $300,000 (FY14 /15) Total of the completed first three years and the anticipated fourth year amounts $2,348,183 Once this proposed amendment 42 is approved there will be a small remainder of approximately $150,000 that would be a contingency amount to handle unforeseen projects or extreme weather events that could potentially affect electrical system reliability until a new contract is awarded in February 2016 after going through the City of Denton new multi -year RFP bid process. OPTIONS 1. Consider recommending approval of an Amendment 42 to a contract with ABC Professional Tree Services 2. Not recommend approval and direct that other actions be taken. RECOMMENDATION DME recommends approval of amendment 42 to the contract with ABC Professional Tree Services, to increase the not to exceed amount by $500,000 for a total not to exceed amount of $2,500,000. AIS — PUB Agenda Item 41 EXHIBIT 2 February 23, 2015 Page 3 of 3 ESTIMATED SCHEDULE OF PROJECT If approved, tree trimming activities will be authorized based on New Transmission Line /Distribution Feeder Extension Project Trimming schedules and routine feeder /maintenance trimming. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This contract was approved by the City Council on February 7, 2012 by Ordinance No. 2012- 025. The proposed Amendment 42 is consistent with project information detailed in DME's annual CIP and budget presentations. DATE SCHEDULED FOR COUNCIL APPROVAL March 3, 2015 FISCAL INFORMATION The costs for vegetation management consisting of maintenance /feeder trimming and new project/feeder extensions trimming and clearing under the proposed agreement will be funded out of amounts budgeted for specific projects. Depending on the projects, the work will average approximately 65% in the maintenance /feeder trimming category, and approximately 35% in the new project/feeder extensions trimming. Costs associated with vegetation clearing on new transmission line construction projects will be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). RFP INFORMATION The information for the amendment is summarized in Exhibit 1. EXHIBITS 1. Summary Amendment 41 —Addition of pricing for Hydro Ax and 18 Wheeler 2. RFP No. 4825 — Section II - Pricing Sheet for Unit Prices for Electric Utility Tree Trimming Services Respectfully submitted: Phil Williams General Manager Denton Municipal Electric Prepared by: Brad Watts Operations /Maintenance Line Superintendent Denton Municipal Electric EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD March 9, 2015 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, March 9, 2015 at 9:02 a.m. in the Service Center Training Room, City of Denton Service Center, 901 Texas Street, Denton, Texas. Present: Chairman Dick Smith, Secretary Randy Robinson, Phil Gallivan, Lilia Bynum, Barbara Russell and Charles Jackson Absent: Vice Chair Billy Cheek and George Campbell, City Manager Ex Officio Members: Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: Consider recommending approval of Amendment 42 to a Contract with ABC Professional Tree Services, for procurement of services that allow for site and route preparation for new substation sites and transmission line routes, and distribution line feeder extensions for new customer construction, while continuing electric circuit feeder /maintenance trimming in the further amount of $500,000 (RFP 4825 — Amendment 42 to Tree Trimming four year contract in the original not -to- exceed amount of $2,000,000; with the not -to- exceed amount now totaling $2,500,000). Motion was made to approve item 1 by Board Member Russell with the second by Board Member Robinson. The vote was 6 -0 approved. Adjournment 11:08 a.m. EXHIBIT 4 ORDINANCE NO. AN ORDINANCE APPROVING A CONTRACT FOR THE SUPPLY OF ORGANIC CATALYST FOR THE CITY OF DENTON COMPOSTING OPERATION WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5765- PURCHASE OF ORGANIC CATALYST FOR THE CITY OF DENTON COMPOSTING OPERATION AWARDED TO HARVEST QUEST INTERNATIONAL, INC. IN THE ANNUAL ESTIMATED AMOUNT OF $50,000 FOR A THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $150,000). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including; items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 5765 Harvest Quest International, Inc. $150,000 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes or natural monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. 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 5765 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: EXHIBIT 5 THE STATE OF TEXAS § COUNTY OF DENTON § SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ABC PROFESSIONAL TREE SERVICES, INC [RFP NO. 48251 THIS SECOND AMENDMENT TO CONTRACT 4825 ( "Amendment ") by and between the City of Denton, Texas ( "City ") and ABC Professional Tree Services, Inc., ( "Contractor "); The CITY deems it necessary to further expand the goods /services provided by CONTRACTOR to the CITY; NOW THEREFORE, Section 4. Payment Provisions of the Agreement is hereby amended to read as follows: "4. PAYMENT PROVISIONS. Payment of Contractor invoices shall be made by DME within thirty (30) days following the completion and acceptance by DME of each task completed by the Contractor (unless some other time of payment is expressly provided in the contract documents), and as payment for the Work, DME shall pay or cause to be paid to the Contractor the amount of each invoice. The total Contract Price shall not exceed $2,500,000. The Price for Work described in Part A hereof is a fixed dollar amount of $104,111. The price for Work described in Part B by the Contractor will not exceed $2,395,889." All other provisions of the contract 4825, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the CITY and the CONTRACTOR, have each executed this Amendment in three (3) original counterparts, by and through their respective duly authorized representatives and officers on this the day of , 2015. RFP 4825 — Amendment 42 Page 1 of 2 "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY M I'm "CONTRACTOR" ABC PROFESSIONAL TREE SERVICES, INC A Corporation By: a,/.- AUTHORIZED SIGNATURE, ITLE ATTEST: By: Yl RFP 4825 — Amendment 42 Page 2 of 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -184, Version: 1 Agenda Information Sheet DEPARTMENT: DME CM/ ACM: Howard Martin, Utilities 349 -8232 Date: April 7, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a Mutual Aid Agreement by and between the City of Denton, Texas and the City of Garland Texas, that provides for terms and conditions under which each party would provide aid to the other in response to emergencies or natural disasters, in substantial conformity with the attached "Exhibit A "; authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND Mutual aid agreements have been common between electric utilities for many decades. DME has been a party to such agreements in the past and has responded to assist other utilities in well -known disasters like Superstorm Sandy, Hurricane Katrina, Hurricane IKE, and others. In the event that disaster should strike DME's electric utility system, this agreement could provide a valuable resource to the City. The duty to respond by all parties is voluntary, but once the decision to assist is made, this agreement governs the command and control structure, party liability, supplies and equipment and reimbursement process. OPTIONS 1. Recommend approval of an ordinance authorizing the city to enter into a Mutual Aid Agreement with the City of Garland. 2. Decline to recommend approval of an ordinance authorizing the city to enter into a Mutual Aid Agreement with the City of Garland. 3. Table the item for further discussion. RECOMMENDATION Staff recommends approval of an ordinance authorizing the city to enter into a Mutual Aid Agreement with the City of Garland. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utility Board recommended approval on March 23, 2015. EXHIBITS 1. Exhibit A: Mutual Aid Agreement 2. Ordinance City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -184, Version: 1 Respectfully submitted: Phil Williams General Manager Prepared by: Smith L. Day Compliance Manager City of Denton Page 2 of 2 Printed on 4/2/2015 MUTUAL AID AGREEMENT THIS MUTUAL AID AGREEMENT ( "Agreement ") is entered into by and between the CITY OF GARLAND, TEXAS, a home -rule municipality operating its electric utility as GARLAND POWER AND LIGHT, hereinafter "GPL," and the CITY OF DENTON, TEXAS , hereinafter "City,." operating its electric utility as DENTON MUNICIPAL ELECTRIC, hereafter "DME;" GPL and City may hereinafter be referred to individually as "Party" and/ or collectively as "Parties." RECITALS: A. GPL and the City, within the performance of their respective activities, maintain professional staff qualified to undertake repair, maintenance and replacement of electrical distribution systems. B. The Parties deem it appropriate to develop a written agreement to govern situations in which one Party (the "Requesting Utility ") may need the assistance of the other Party (the "Responding Utility ") by setting forth the terms and conditions under which the Requesting Utility may request and utilize such assistance from the Responding Utility. C. The intent and purpose of this Agreement is to exercise the authority of each of the Parties signing this Agreement to create and implement a "Mutual Aid Agreement", which is in essence, an Interlocal Cooperation Agreement, permitted pursuant to the provisions of Chapter 791, Texas Government Code. . D. The general purpose of this Agreement is to authorize the Parties to cooperate in the provision and exchange of emergency services to the maximum extent allowed by law, subject to the legal requirements and the available resources of each City. By way of illustration, and not limitation, such emergency events may include but are not limited to a major problem with their distribution system(s); natural disaster, accident or terrorist act; or to coordinate requests for assistance and to provide an efficient and reliable procedure for determining when supplemental services are available and/ or may be necessary. E. Each of the Parties may have the necessary equipment and personnel to enable it to provide such assistance and services to the other Party to this Agreement in the event of an emergency. F. The geographical boundaries of the Parties are located in such a manner as to enable each Party to render mutual assistance to the other. G. Each Party finds that this project or undertaking is necessary for the benefit of the public and that each Party has the legal authority to provide the governmental function or service which is the subject matter of this Agreement. H. The Parties, in paying for the performance of governmental functions or in performing such governmental functions under this Agreement, shall make payments therefore only from current revenues legally available to such Party; L NOW, THEREFORE, pursuant to the applicable provisions of law, including Chapter 791 of the Texas Government Code, and subject to the terms of this Agreement, the Parties agree as follows: ARTICLE I UNDERLYING PREMISES 1.1. Voluntary Participation: Participation in this Agreement is purely voluntary and requests for and responses to requests for assistance are at the sole discretion of the Responding Utility. The Responding Utility shall have the primary interest of protecting its own constituency. Neither Party shall be liable to the other Party for, or be considered to be in breach of or default under this Agreement on account of, any delay in or failure to perform any obligation under this Agreement save and except the obligation to make payment as specified in this Agreement. 1.2. Response Discretionary: Emergency assistance will be in the form of resources, such as equipment, supplies, and personnel, and/ or the direct provision of service ( "Emergency Assistance "). The execution of this Agreement shall not create or otherwise impose any duty to respond to a request for Emergency Assistance on the part of either Party. Neither Party shall be held liable for failing to provide Emergency Assistance in response to a request from the other Party. Each Party has the absolute discretion to decline to provide any requested Emergency Assistance and to withdraw Emergency Assistance it has provided at any time without incurring any liability save and except only to the extent that the Responding Utility abandons a repair prior to completion that creates a new and unreasonable danger or hazard. The Parties recognize that time is critical during an emergency and diligent effort will be made to respond to a request for Emergency Assistance as rapidly as possible, including notification(s) that Emergency Assistance is not available or that Emergency Assistance is being withdrawn. ARTICLE II OPERATIONAL PROVISIONS 2.1 Request for Assistance: The employee who is in charge of an emergency within the boundaries of the Requesting Utility's jurisdiction is authorized to request Emergency Assistance from the Responding Utility if confronted with an emergency situation in which the Requesting Utility has need for equipment and personnel in excess of that available to the Requesting Utility and which equipment and personnel may be available from the Responding Utility to which the request is directed. 2.2 Mobilization: Requests for Emergency Assistance shall be directed to the designated contact person(s) on the contact list provided by the respective Parties. The extent to which the Responding Utility provides any Emergency Assistance shall be at the Responding Utility's sole discretion. In the event the emergency impacts a large geographical area that activates either federal or state emergency laws, this Agreement shall remain in effect until or unless this Agreement conflicts with such federal and state emergency laws. Each Party may develop and maintain a current plan for mobilization of its personnel and other resources which, in its sole discretion and opinion, is adequate to effectively respond to a request to provide Emergency Assistance to the other Party. 2.3 Response to Request: Upon receipt of a request for Emergency Assistance, the responsible employee of the Responding Utility receiving the request shall, with reasonable promptness, take the following action: 2.3.1 Determine if the Responding Utility has equipment and personnel available to respond to the Requesting Utility and determine the type of equipment and number of personnel available. 2.3.2 Upon making the determination of available resources, with reasonable promptness, advise the Requesting Utility of the determination reached as to Emergency Assistance, confirm the continuing need of the Requesting Utility for Emergency Assistance, and dispatch the available resources to the scene. 2.3.3 In the event the determination is the Responding Utility does not have the ability to respond to the request for Emergency Assistance, advice the Requesting Utility of that determination with reasonable promptness. 2.4 Command Responsibility at Response Site: The employee of the Requesting Utility in charge at the site to which the response is made shall be the individual in charge of the operations and thus the individual under which the Emergency Assistance sent by the Responding Utility shall serve: PROVIDED THAT, the responding equipment and personnel shall be under the immediate supervision of the employee of the Responding Utility in charge of the responding apparatus. If the Requesting Utility's employee specifically requests an employee of the Responding Utility to assume operational control, neither the employee who makes such a request nor the Responding Utility shall by relinquishing operational control, be relieved of responsibility for the operation. 2.5 Liability: Each Party to this Agreement agrees to be responsible for and assume liability for its own wrongful and negligent acts or omissions, including the negligence attributed to that Party's management and operational decisions, or those of its officers, agents, or employees, and agrees to the fullest extent allowed by law to indemnify, defend and hold the other Party to this Agreement and its officers, agents, and employees, harmless from such liability. In any lawsuit brought against either Party to this Agreement or as against their officers, agents, or employees by persons or entities not signatory to this Agreement, neither Party shall be limited in its legal rights to request apportionment of any judgment rendered against it, and neither Party shall be limited in its rights as provided under the laws of the State of Texas to seek contribution for any judgment it is required to pay in excess of its proportionate share of any liability judgment or award. 2.6 Return of Equipment & Supplies: Upon completion of work on the emergency, such assistance and help as is necessary will be rendered by each Party to locate and return any items of equipment to the Party owning said equipment. All equipment and personnel used under the terms of this Agreement shall be returned to the Responding Utility upon being released by the Requesting Utility, or upon request being made by the Responding Utility for return of said equipment and personnel. 2.7 Fiscal Provisions: 2.7.1 Each Party shall at all times be responsible to its own employees for the payment of wages and other compensation and for carrying workmen's compensation upon its employees, and each shall be responsible for its own equipment and shall bear the risk of loss therefore, subject to the right to reimbursement set out herein - below. 2.7.2 The Requesting Utility agrees to reimburse the Responding Utility for the following: 2.7.2 (1) The time utilized by the Responding Utility's staff for the benefit of the Requesting Utility billed in one - quarter hour increments at a rate which shall be equal to the compensation rate, including all benefits, paid by the Responding Utility to its responding employees. 2.7.2 (2) For the cost of any supplies utilized by the Responding Utility in undertaking aid and assistance for the Requesting Utility and, to the extent that a vehicle has been utilized, for the standard reimbursement rate, including but not limited to mileage, which may from time -to -time be established by the Parties for vehicle use reimbursement. 2.7.2 (3) As to equipment of the Responding Utility utilized at the site, the agreed upon utilization cost thereof, as such cost may be established by the agreed upon schedule developed by the Parties, which is commercially reasonable in the ERCOT market area. 2.8 Insurance: Each Party agrees to maintain insurance coverage for its own equipment and personnel, whether through third -party insurance, self - insurance, or membership in an appropriate insurance pool providing equivalent coverage. ARTICLE III GENERAL PROVISIONS 3.1 Term of Agreement: This Agreement shall be effective for a period of one year from the date it is signed by the last Party to execute the Agreement, and shall thereafter automatically renew from year to year unless terminated in accordance with this Agreement; 3.2 Termination: This Agreement shall remain in full force and effect unless and until terminated as follows: 3.2.1 Written notice shall be served by a Party upon the other Party of its intention to terminate the Agreement. Such notice shall be served not less than thirty (30) days prior to the termination date set forth therein. The Agreement shall automatically terminate on the date set out in the notice unless the notice is rescinded, in writing, prior to that date. 3.2.2 Termination of the relationship encompassed by this Agreement shall not preclude future agreements for mutual aid between the Parties. 3.2.3 Termination shall not: (i) Affect the responsibility of any Party to pay any moneys which are owing to the other Party under the terms of this Agreement; or (ii) Relieve a Party of a responsibility imposed pursuant to this Agreement. 3.3 Agreement Not Exclusive: This Agreement is not intended to be exclusive as between the Parties hereto. Either Party may, as it deems necessary or expedient, enter into separate interlocal cooperation agreements for mutual aid with any other utility or entity. Entry into such separate agreements shall not, unless specifically stated therein, affect any relationship or covenant herein contained. 3.4 Dispute Resolutions: 3.4.1 Immediate written notification setting forth the specific nature of a dispute arising under this Agreement shall be given by one Party to the other Party involved in the disputed matter. 3.4.2 Upon the giving of the notice referenced above, the Parties agree that they shall attempt to resolve the dispute by informal discussions. Each Party commits to participate in these efforts in a timely manner and in good faith. 3.4.3 If such informal efforts are not successful, the Parties may submit the dispute to non - binding mediation. Any costs for the mediator shall be shared equally between the Parties. 3.4.4 In the event of any litigation arising out of the performance of this Agreement, it is agreed that the Courts of the County of Denton, State of Texas, shall be courts of proper venue. Further, in addition to any other relief, the Court may award the substantially prevailing party reasonable attorneys' fees and costs. EXECUTED IN MULTIPLE COPIES UPON THE DATES SET FORTH BELOW. Signed on behalf of the City of Denton, Texas this day of 12015. CITY OF DENTON, TEXAS A Texas Municipal Corporation By: Name: George Campbell Title: City Manager Date Signed: C. ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ma Signed on behalf of Garland Power and Light this day of 2015. ATTEST: , City Secretary CITY OF GARLAND, TEXAS GARLAND POWER AND LIGHT By: Name: Title: Date Signed: EXHIBIT 2 ORDINANCE NO. 2015 - AN ORDINANCE OF THE CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A MUTUAL AID AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND THE CITY OF GARLAND, TEXAS, THAT PROVIDES FOR TERMS AND CONDITIONS UNDER WHICH EACH PARTY WOULD PROVIDE AID TO THE OTHER IN RESPONSE TO EMERGENCIES OR NATURAL DISASTERS, IN SUBSTANTIAL CONFORMITY WITH THE ATTACHED EXHIBIT "A;" AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Mutual Aid Agreement by and between the City of Denton, Texas and the City of Garland, Texas respecting electric service, is in the best interests of the citizens and ratepayers of the City; which Agreement serves a municipal and public purpose; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Mutual Aid Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. 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 itz APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY WE City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -185, Version: 1 Agenda Information Sheet DEPARTMENT: DME ACM: Howard Martin, 349 -8232 Date: April 7, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager or his designee to exercise an option Contract of Sale by and between Winston 4 Development, LLC, as owner, and any others having an ownership interest, and the City of Denton, Texas, as buyer, to acquire fee simple to a tract or parcel of land being 17.027 acres, more or less, this parcel lying and being situated in the City and County of Denton, State of Texas, and being located in the Gideon Walker Survey, Abstract No. 1330, Cities of Denton and Corinth, Denton County Texas, for the purchase price of Two Hundred Seventy Thousand and No /100 US Dollars ($270,000.00) and other good and valuable consideration, as described in the Contract of Sale attached as Exhibit One; authorizing the expenditure of funds therefore; and providing an effective date. BACKGROUND The DME Capital Improvement Plan includes the reconstruction of several transmission lines, including part of the line between the Teasley and Pockrus substations. DME and the owner of this property recently contracted wherein DME acquired a permanent easement across part of the property for $100,000. The contract also provided for an option whereby DME could purchase the entire —17 acre tract for $270,000.00 (with credit from the easement applied, a net final payment of $170,000.00 would be due under this option), if it so chose to do so by March 5, 2015. The majority of this property is located in a flood zone. It contains trees, ponds and marshy areas. Although development of the property may not be economically feasible, the property would be an ideal candidate for a tree preservation site. DME has projects in several areas where removal of trees is necessary and doing so triggers the possibility of permanently preserving an existing wooded site to offset the loss. This site would serve as a ready `bank' to fulfill this function. OPTIONS 1. Approval of the exercise of the Option contract to purchase and recommend to the City Council that it approve and adopt an ordinance authorizing the purchase. 2. Do not recommend approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On January 21, 2015, the City entered into the original agreement to purchase a permanent easement. That agreement contained this option to purchase the surrounding —17 acre area. City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -185, Version: 1 On March 9, 2015 the Public Utilities Board recommended that the City Council approve exercising the option to purchase. EXHIBITS 1. Ordinance 2. Easement Purchase Agreement (w /option) 3. Aerial photo 1 4. Aerial photo 2 Respectfully submitted: Phil Williams General Manager Prepared by: Smith Day Compliance Manger City of Denton Page 2 of 2 Printed on 4/2/2015 sAlegal\our d0cuments \ordinances \15 \gee option and purchase ordinance.doc ORDINANCE NO. 2015 - AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, ON BEHALF OF THE CITY OF DENTON AS BUYER, TO EXERCISE AN OPTION TO PURCHASE REAL PROPERTY, AND TO PURCHASE 17.27 ACRES, SITUATED IN THE G. WALKER SURVEY, ABSTRACT NO. 1330, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" AND LOCATED GENERALLY WEST OF I -35E AND NORTH OF WINSTON DR., WHICH IS FOR THE PUBLIC USE OF EXPANSION, CONSTRUCTION, MAINTENANCE, OPERATION, AND IMPROVEMENT OF TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, AND STRUCTURES, INCLUDING SUBSTATIONS, FROM WINSTON 4 DEVELOPMENT, LLC, FOR THE PURCHASE PRICE OF TWO HUNDRED SEVENTY THOUSAND DOLLARS AND NO CENTS ($270,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE CONTRACT OF SALE; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Council of the City of Denton, a Texas home -rule municipal corporation ( "City "), has approved plans for the construction of multiple electric transmission and distribution lines and substation projects ( "DME Expansion Projects "); WHEREAS, the DME Expansion Projects serve the public interest of the citizens of the City by continuing to provide reliable electric service through electric utility infrastructure expansion and improvements; WHEREAS, numerous real property interests need to be acquired by the City to construct the DME Expansion Projects; NOW, THEREFORE: THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble of this ordinance are incorporated by reference as findings of the City Council. SECTION 2. The City Council further finds that: a. On January 21, 2015, the City, under the authority of Ordinance 2013 -094, entered into an Easement Purchase Agreement with Winston 4 Development, LLC, a Texas limited liability company, for the purchase of, and did purchase, a certain utility easement for $100,000.00. As part of the consideration of the purchase of the easement, the City received an Option to Purchase on 17.27 acres situated in the G. Walker Survey, Abstract No. 1330, in the City of Denton, Denton County, Texas, and more particularly described on Exhibit "A" and located generally west of I -35E and north of Winston Dr. ( "Property Interest "), for the public use of expansion, construction, maintenance, operation, and improvement of electric transmission and distribution lines, facilities, and structures, including substations, from Winston 4 Development, LLC, for $270,000.00. Further, the purchase price paid for the easement (which is located within the Property Interest), $100,000.00, would be credited against the purchase price to be paid for the Property Interest, $270,000.00, leaving a balance of $170,000.00 owed by the City for the purchase of the Property Interest. The Easement Purchase Agreement is attached as Exhibit "A" and includes the Option to Purchase (the Property Interest), the Contract of Sale (for the Property Interest) and the legal description of the Property Interest. SECTION 3. The City Manager, or his designee, is (a) authorized to exercise the rights under the Option to Purchase described in Section 2 above to purchase the Property Interest including, but not limited to, (i) executing the Contract of Sale described in Section 2 above, and (ii) delivering the same to the Seller in accordance with the terms of the Option to Purchase; (b) take any other action and execute any other documents necessary for the purchase of the Property Interest as contemplated by the Contract of Sale; and, (c) to make expenditures in accordance with the terms of the Contract of Sale. SECTION 4. It is the intention of the City Council of the City of Denton, Texas, that if any phrase, sentence, section, or paragraph of this ordinance shall be declared unconstitutional or otherwise invalid by final judgment of a court of competent jurisdiction such unconstitutionality or invalidity shall not affect any of the remainder of this ordinance since the same would have been enacted by the City Council without the incorporation of the unconstitutional or invalid phrase, sentence, section or paragraph. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Exhibit A EASEMENT PURCHASE AGRE EMENT NOTICE YOU, AS OWNER OF THE I`Rdft-'RT'Y (AS DEFINED BELOW), HAVE, THE . RIGHT TO.' (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF I DE NTON'S ACQUISITION OF'THE PROPERTY WITH OTHERS; OR (2) KEEP THE OTTER OR AGREIVNIENT CONFIDENTIAL, UNLESS THE OFFER OR AGRE ENCIENT IS SUBJECT` TO CHAPTER 552, GOVERINNIE NT CODE, THIS PURCHASE AGREEMENT (the "Agreement") is dated. JanuarygL__ , 2015, but cNective as of the date provided below, betwetn, Winston 4 Development, LLC, a Texas, limited liability cortipany,, ("Owner") and the City of Denton, Texas ("City") WITNESSETH: WHEREAS, Winston 4 Development, LLC, is the 0, timer of a tract. of land (die "Land") in the Gideon Walker Survey, Abstract Nwnber 13,10, being affected by the public improvernent project called the Tc&-,Icy Lane to Pockrus Road. Trwismission Reconstruction Project ("Proj"I"), and WHERE AS. City is in need of certain easements in, along, over, upon, under and across, a portion of the Land, each related to the Project; and WHEREAS, City has requested from C. and Owncr has granted to City a''FenlporaTy Possession and Use Agreemmt for access to the Project through die Owners properly which expires January 26, 2015; WHEREAS, it is desirous of b-mh Parties to stipulate and agr-,e to the terms and conditions associated with the purchase of the necessary real property interests for the Project; 0 I NOW, THEREFORE, Teti and No/100 Dollars (SI0.00). and other good and valuable I consideration, the mcipt and adequacy of which is hereby acknowledgvd, the pariicsagree as follows, 1. At Closing, the Owner shall grant, execute, and deliver to the City (i) a 1.174 acre Permanent Acctss Easernent (herein so called), in, along, upon, under. over and across the tract of' land being described in Exhibit '+A*' tea that certain Pcnnajie.nt Access Fascment (the "Permanent Acce,s Easerncrit Lan&s"), attached hereto as Attachment I and made a part hereof. for access, purpo,.s—,es, as more particularly described therein; wit] (4) a 0.132 acre, Temporary Access Easmient (the "Ternpority Easrnrejjj"�,, in. along, upon, under, over and across the tract of land being described in Exhibit "A" to that cctlain Teaqxiriiry Access E�Lsefnant (the "Tempol-my Easement 1-ands"), attached hereto as Attachment 3 and made a part hereof, lor temporary construction, grading and alocess purposes, as ruore particularly described therein (the Permanent Access Easement Lands ar)d the Temporary Easement Lands = collectively referred to herein as the "&Isttnent Lands"), 'file, lean rent Acoess Easement shall be in the form and upon the terms w% attached hereto and incorporated herein as Allachment 2, (ii) the Temporary Easement shall be in the form tared Upon the tcrrns ws attached hereto and, incorporated hemin as Attachment 4 (the Permanent Easernent and the Temporary Fasemcnt are collectively rel'oricd to herein as, the 11,wscrnents' (the Easements art,- collectively referred to herein as-- the "Property"), 2. As consideration for the granting and Conveying of the Easement; to the City and the covenants contained herein. the Cit)? $h-III pa Y W Owfict ad Closing the surti of Otle Hundred Tlioasand and No ') 00 Dollars ($100,000,00), 'r rie njonetary compensation prescribed in this Soetion 2 is herein refer-d to a I s tht"'fotal Monetary compen part ion,% 1 In addition to the Total Monetary (,ornpemation, axed being additional consideration for the grailling and Convey1n;', Of the Ea.sernents to the City and (lie covenants herein, die City shall receive an Option to Purchase to purchase 17.00 acres. more or less, out of the 18.71 acres situated in Dcnton County, Texas, lo-cated in the Gideon Walker Survey, Abstaget No. 1330, 9 Cities of Denton rind Corinth, Dcriton, County Texas, and more particularly described In the attached Attachment 5. 4. Tile Owner sKal I convey and g I xant to ffie City the Lasements free and clear of all debts, lictis mid other cneurnbrances (tile "Encurnbranecs") SAVE AND EXCEPT the Ileirnitted Enciltribr,zinces sho n on Attachment 5F Tire Owner $hall moil -And support satisfaction of all closing, requirements 4.,.)f the City in relation to solicitation of releases or subordinations of the Encumbrwico, and other curative efforts affecting the zselnent Lands, if n"essary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, sneh shall not he a do thult hereunder, Although Owner may othemise be in defitult un&r Section 11, bej()Na,, IjovNT.,VCT, If the, Encurribrances Are not cured as provided Iterein, City has tile option of either (i) waiving the defects related to the remaining Encurnbratwes by notice, in writing to Ownt r on (it prior to tile Closing Date, upon �vl 'el it I tile remaining [a',ncurnbranccs shall become Pennitted. Exceptions (hercin it) called), and procced to close the trans action conternplated by this Agreement ; or (6) terviiinating 11tis Agreement hN notice In %vriting to Owner. in which latter event 0-wrier and City shall have no, further obligation under this Agrcle:ment, S. Owner stipulates that the Total Monetary Coniperisation payment and the Option to Piircha.w_ Constitute arid include all compensation dile ONvuer by City related. to the Project and the transactions Contemplated by this Agreement, including Without limitation, any darnagc to oi- diminution in tile vatue of tile remainder of Owner'!-, property caused byt incident to, or related Io the Project, value of, damage to andkir costs of repair, replacement and/Or rcloe�ation of any improvements, garages, turf, 141ndscape, vegetation, or any other structure or facility of any kind within the Easerrient Lands related to activities conducted within the scope of tine riglits granted by the Easements, and illtcrf rclive With Owncr's activities on the, Easement Lands or other property interests of Owner, causcd by or related to activities within the scope of the rights granted by the Eas:emeriu, voictlier accreting uctw or hereafter, and Owner hereby reloasIes for itself and its sate cessor-s and, assigns', the City, its officers, ernployee,-,, elected officials, agents and contractors frorn and against any and all claims it may have now or in the fliture, related to the herein described matter-i, events andior damages, 11 6, The, Closing (herein so called) shall occur in and through the office of Title Resources ("Title Company"), with said 'fide Company Utln-g as escrow agent, on or befom 5:00 tarn. on Januaxy 26, 2015, unless the Ownt,,r and the City niinually agree, in writing, to an earlier or later date ("Closing Date'), In the event the Closing. F)atc, m described above, occurs on as Saturday. Sunday or Denton County holiday, Ow Closinig; Date shill bc the nc\t resulting business day, 7, '11,1C stipulated Total IN10oactary Cortipci-isation artiount shall be paid by the City, at Closing to tile Ow"ne, through the Title Company, All other typical, customary and slindard closing costs associated with this transaction shall be paid spevifically by the City, except for Owner's attorney's tees, if any, which shall lie paid by Owner. 8. The date on which this A-greement is e�\ecoted by the 0wrier shall tv the "Effectivv Date" of this Agreement, 9, A. In the event Owner shall default in the perf'brmance of any covcnnnt or term provided herein, and such default shall be coritinuing of ten (10) clays "Titten notiec of default and opix)rtunity to acre:, City may exercise any rigtht or remedy available to it by law, contract, equity or otherwise., including without lirnitation,, the remedy of specific performance. 13, In the event City shall default in the performance of any covenant or terra provided, herc in, and such default shall be continuing after wn, (I 0) days written noticc. ofdefixult and opportimity to cum Owner may, as iti sole and exetwilve remedy. either 6.) terminate this Agreement prior to Closing by written notice cif such election to City, or (ii) entorce specific Performance of this Aggeement. M TIE LAINSOF 'ME sTATE OF TF-,XAS SK ALL CONTROL AND APPLY TO THIS AGREEM13,NT FOR ALL PURPOSE,& THIS A(MEEMENT IS PERFORMABLE IN Dl---NTON COUNTY, TEXAS, VENlJF` FM ANY ACTION ARISING I-IERE.,UNDT--,R SHALL LIE SOLELY IN THE COURTS OF COMPE.-I'T'NT JURISDICTIO31*4 OF DENTON COUFNTY, TI--),,AS, 0 11, From and after the Effective Date of this Agreement. through and including the Closing Date, Ow"er shall riot 0) convey or leme any interest in the Easement Lands; (ii) enter into any Agrcemcm thit will be binding uporr the Easment Lands, less and except the Temporary `.a ement Land-s, or upon the Owner with rcspcei to the Easeinvot Lands, less wid except the Tempo racy .Eases wrat Lands, after the date of Closing , ; or (iii) enter into any agreement that will be binding on the Temporary Easement Lands, or upon Owner, with respeet to the Temporary Fms enicnt Lands, prior to the terniinat ion of the'l-empoi-aTy Fasennent. U1 Any notims prescribed or afloNved hereunder to Owner or City shall be in writing arid shall be delivered by telephonic I'ac-sitnile, hand delivery or by thilted States 'MaiL as described herein, and shad be deemed delivered and received upon the earlier to incur of (a) the, date provided if hand delivered or delivered by Mcphonic, facsimile, and (b) (in the date of deposit of, in a regularly maintained recepiacle for the United State,% Mail, registered or ccrtified, return receipt requested, postage i-mepaid, addressed ws foltwms: OWNER: Winston 4 Development. LLC 1120 Claire St. I-antuna, Texas 76226 phone: 'reiecopy: Copies to, 'For 0,svntn 'relecopy., CITY: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas Sirt-cl Deriton,Texas 76209 Telecopy: (940) 349-8951 LIO -r(J-LY-1 Liarry Collister., Deputy City Attorney City Attomey's Office 215 1- McKinney Denton, Texas 76201 Telccopy; (940) 38'2-7921-1 5 13. This Agreement constitutes the sole and only agreement of the parties, and supeniedes, any prior understandings or m*,ritten or oral agreizmcnt-s between the parties with respect tci the sul�ject matter of this Agrectuca Tinie is of the essence with respect to this Agreement, 14. The, warranties, agreements and coveriants- contained herein iliall survive the Closing and shall not merge w4th die Easements. 15. In the evont prior to the Closing •,)atc, condmnarion or eminctit, domain main proceedings are threatened or initiated by any entity or party other flian flic City, or parttie s involved in or rclatcd to the ProJect, that miti-it result in the taking of any portion of the Property, City may, at it-s, election, ten-nanate this Agrt=cnt at amy time prior to Closing, 16, Buyer, at the tinic of the execution of this A&Irement, has forfeited its right to do buslueSS in the State ofTexas, Buyer represents and covenants that Stewart D. Gee and slaty L' Gee are the sole and only rnw.mIx- rr a . - -, of the Winston 4 13cvelopmem, LLC, `yeller, tit the time of, the cXecurion of this Agreement niaterhall'y relies upon flik, represcritation and covenitnt, This representation and covenant shall survive closing., CM" OF DEN-VON, TF,XAS B y: GEORGE C. CAMPBUL, CITY MANAGER Date: ATITST: APPROVED AS TO LEGAL FORM: 6 BY9 e_� Date. - $} OWNER: WINNSTON 4 DEVELOPMENT, LLC, a Texas limited liahility Company Y: Swvvart 0, Gcc as both Nlwiaging Member wid Individually as One of Two Mcuibcrs of IWInston 4 Development, UC By: Sutcy L Cite ray, botb %xianaging Member and Individually as One of 'I"wo Nle mbers of Winston 4 Development, In C '1015 Da t c N. IfA Option. to. Pulchmse Date: 2015 Seller: Winston 4 Development, JLC, a Texas [imited liability aortipmly Seller's Address; 1120 Claim St,, "mana,'Frxas 76226 Buycc- City of Denton, TmL4, a Texas home-rule municipil corlx3ration Buyer's AddTc&s. '12 15 E. McKinney St.., Mmon. "I'mas 76201 Pr pep -ly, 17. x:7 acres, more fit less, out of the 18.71 acres situated in De'raton County, Texas, located in the Gideon Walker Survey, Abstract No. 1330, Cities of Denton and Corinth, Denton, County Texas, and more particularly deseribed in the allaaed Exhibit A. Option Fee: lbe com4deration of $100,000.00 previously paid by Buyer for the Pernianent Fasement and Temporary Fasp-meats located on the Property, Expiration Date: Match 5, 2015 Contract: (,ontract of Sale aztAched as Exhibit B. Purchase Price., $270,000,00 T1 le Company: Title Resources Title Company's Address: 525 S, t, P'288, Suite 12S Denton, Texas 76205 In consideration of the Ot ption Im Seiler grants to Buyer the exclusive anti irrevocable option to plurchase the Property on the following, terms and conditions. 1. Applioation of Option Fee. 'rile Option Fee will tic applied to the Pure-flase Mee, 2, Exercise- c: f Option,: To exercise the option, Buyer Tuu5t exe(ute and deliver to Seller the Contract by the Expiration Date. Within three business day-, of receiving 11uyer's signed Contract, Seller must exezule and deliver the Contract. to Title Company. 3 Termination of Option: If Buyer does not exercise the option by the lixpitntion Date, the option tern -brat s, Seller retains the Option Fee, and Buyer will exef;u-tc and deliver to StI kr a recordable relea:c of the option. 4, Seller's Defitult If Buyer exercises the option, but Seller does not timely execute and deliver the Contract, rikiyct has till applicable rcmedies, Including specific ficrformance,, Page I of 2 — Option to Purchase ptionor /Seller: Winston 4 Development, LLC, a Texas lWfM liability company nrt_ D. Gee, Managing Member phone . tly r. , of Denton j Texas e$ -G�or e Campbell, pity Manager Achnrn31mmts State of °Vexes Denton County This instrumcni was ac nowkAge l befoic me o by Stewart %?. C Inanagin mernber of Winston 4 evelopment p LL ,. a,. Texas limit liability company, on behalf of's irl limited liability com "fir. ;state of Tex Denton coin xs � T,jotary?'blic, Stag rf" Tx, 17 his in tt mlcnt was ni ktuiwietlged before. me on � � • ` �,. � :. r � � , 201 by George Campbell, City M nag r of the City of nion °l' a—q, n Text 1Ionic-rule. municipal corporation, on behalf of the City of Denton, Texas. SIA NICOLE NAKAYAH CO NZA 01, 2017 After recording, return to: City of Denton - Real E<tate Division 901A Texas St, Denton, Texas 76210 Page 2 of – Option to Purehme x e Notary Nblie, State of Texas 'y r LAIJIBIT A TO OPTIONTO PURCHASE � r! EISING a 97,0027 acre tract of land 64v t in that Gideon Walker wvey, Abstract No. 13'3 and tuft M,F,R & R, Ratiltd adi Comparly Survey, Awrad too. 950, CIl ie of Dentofn and C€nr nth, Denton County, Texas. and being part of a called 2`1,65 Sarre tract of land described in ea Deed to td' vkton 4 Devek°spmernt, LLC, as recottf e in Um- inteani No. 2013- 121528 of the Beal Property RecoTds of Denton Co °.truly, Texas, and being use particularly described as fonowc BEGIN I -a al a 'Wa matte Cron M,1 with cap wamped ' *T NW set for corner in tilio most Westerly lrl-le of the above of 9 21,65 awe tract said p olot being the N!*rttwml cotne f of a caitod 1 a7 are* lm -t of land desctih -d as Tract 1 In fa Sad to 0'rnyx builders, LLC, ac, ra -otded in Document too, 2014 -28718 of the Real Property Records of Ofir'+ton f rutty, Texas. said paint also h ag in the East line of dfac ; f per the plat of wombleton vittaat Phase t, as remrdt 3 In Cattinel y , Pafgo 31 of the Plat Rids of Denton manly, Texas, from which a 10 Inch Iron rod found for the Southeast comer of Lot 1, BiwA 1 of 4aid 10fariblelon Village Phase I bears SAutia 254'W.52' i a distance of 129,47 foot, THENCE North 25'W52" East (Nail t 2a'09'37" Ewl - Dood) along the Walt tine of nail 21,65 acre tract and the East Fine of #aid Whsle 1, fear a distance of M318 fees, `437.200 ft e? a Neill to a 9a'2 !rich horn red found for corner at [be retest Westedy tforthwe t corner of said 214.5 acre, tract and ttte Norlbea l corner of said too* 9, said poArat also t-eing in the South line of a 11+x' yids channel gar the pfai ofWia'anblai a Village Phase V, as rec Tdied atn Cabinet 8, 'rage 30 of the Mal Records of Dentrla County, Tetras, THENCE in a Soutnaastwly dir alert, aatcarsg the lal rih litre of sa +d 2105 acre tract and the South titan ol said chaar noel. and atcang a nort -fan ent curve to the left having, a central aragfe of 17'42,39*, a3 radius of 895M feet, a chofd arir t Of South 80*47'SW East, an chord lffiMonce of 275-55 feet (275:43 Amf .- Nod) and art arc length of 276,615 feet to a 112 inch tson rod fo-,in i fogy great at tiro WqtnnIng of a revame curate to the fight, THENCE in an Era lady d;teaicarn, continuing along the North lino of said 21.65 as fo react acrid the ('attar dance of ad ca ar€ nel, and along said reverse curve to the rigirt having a central a€ gla of ' 13'43' , h tradtai,a of 2562,21 fleet, a chord Lv arfng of $Daft "5116' East, as chord di tonne of 99.65 feet (99,55 fact - a and an are length of M6 feet to a 112 uncle iron rod found for co, not at tho South nat corner of %aW channel, said r4inl aako being arm Interior oil comer of uaid 21.&5 aaclo tract THENCE N%t ;#h Or," 14',M' Em.t (Mvita t at ;t - Nod), Alcamo the East Ime of up-0 channel and Ore mom Northefly West tires of said 21.65 nacre tract, for a distance of 110.01 feel (110 -00 fe+ef - DtwtI to a troth ire each imn retch fan, }gad for comer at the Nlorlhsea %t corner of said channel aantl toe most N*W rly Northwest corner of said 21.55 acre, tract meld poltn° ad,0 Ing in the souffa linen of a called 34,10 acre I(ZCt of !areal deq, ib8d In as Beni to JirrMerit o, L,P,, as recorded in Documwil No. 2007-12308 of the Rani Propetty Recofdl� of Denton f;tatanty, Texas; THE-HOE South 8745 ¢ E at (South 87 - Dooto aatong tine North line of said 21,66 acre traaot and the South Yenta of sold :34-U at" tract, far as &9 itwtw of 762.02 tent (761,94 fuser- f)eetr) to a 60d Maid fond for cortwir al aura aafaole parent, THENCE South 50'261r East (Soolir 50,2527'° East - mtfji wrote <ftrag along the North brae of saki 2`1 A5 ocza tract and tt as S6 arth fine of ,raid 34.M we tact, (or n di tfanco of 630 44 feel (530,3 lec +f - Dee) to a 5 inch iom rrrri w0h cap'siren pecl "TNP' set fret corner at the most Eweily corner of Bald 21.65 Kre fract and The raf t of harirly wrtaar eat aald 34.3 rya trait, sa Matt also being In the Northwest line* of trot 1%, 6lock A per tree Rap, at of Den turn Uncon- Merctfry, as recorded in tlkaz rraeof W. 2010-114 of the Plat Records of Denton County, Texas, from which a 5+8 haste Ca_apped lmo rod found for the mat Norilledy corner of said 4 drat I R and the most Easterly cote et of rald 34,36 ova tract bears: North 11'31.31' East e distarice of 712.85 feel THeNCE Sottill fit ° 1,31, iles4 poott, 51 *3217' ts&0 - Nod) along the Southeast lute of said 21.65 acre 1r 1 arid the Northwest line of said hunt 1 R. pia rag as 518 Inch groan read found for the most Westerly corner of said Lot i R am the most Nora manly corrw of as tract of trend Mrtveyed to Denton Inolopt dent School Mnlei,ct. gar Deed recorded in Vocutrient No 200,724' 3 of tine Real Properly Records of Danton County, Texas, at a di tame of 13. t feet, and confloWng !tong (tie Southeast lir)rr of ryald 21,05 ricro tract end the I"toillwyest titre of nald Dvilion Indepondernt School Dittrfrl tract, for a loia3 dfiztlar r of 54215 feet (541-.72 f ±f - Deed) to a {6 arch Iron rod with cap fitfrmped "TNT'' set for cornor at trap oltwa t coroner of said 21.65 acme tract, saki errant along being In the Nor n litre at a !leaf 52 30 7 Acne tract of term! 0%4cribed as Tract Two in a Deed to Oakmont Management Corp., n3 re tied in Volume 34^15. Page 839 of the Real Property Rocordo of Darilon Crswty, Trs b; Beret' ?.3222 - tf'tttrsst00 4 tract flope 1 of 2 THENCE North 37°10'42 oa1(wttt, i"f7`08'W&st- Dead) Wong the Southerly One of id 21.65 nacre tract and the Northerly kme of said 52,3097 07 €e tract foe 9 d€ taart of 147-94 feel (147.66 1"! - t)ve o7 to a 112 jr c4t Iron rod found fret Corner at an angle pomi is tHENI�E South 4'0,3'10g West (.Sairit, 84`00'32' W&M - attd) oDnlinuing aking. the Soutfiedy lime at said 21,65 "Cie tract and the f forthafty 1tra-- of said 52-10,97 acres tra'ci, felt to distame of 384,20 feet (�13.�� ftr t -- o f) to ar St1 inch iron matt vrith W Stamped 'TNP' sm for (comer, THENCE NoAfs 1276.46' the SbUthOrly line of id 21.E rarxe tract and the Northeity One of said 57.3007 acre If-act, for a di tatrr" of 251,09 feet to a Sf8 jn4 ;h igora rod wit, cats rtarr ed "TNP- set lot coaetef, THENCE Etta €" 1*1T'4r)" Ws esj for a distance of 1 ?.97 fan to e " i fich stun rcro Wtft rift M mp 7(Ff' sit for r r In an intedof West fine of sakt21,65 afro tract, said point -also inn vvithiri'v' Insaon Otive, a fit' wide tight-of- way per said Rat of i tr ale t ra Virtage Ph ; I, frorn which P W argot Ituo rod to nef in the Be Brut line of taxi Winstrsrs gave NAM S- arrth 12'40'IW East a drtanre of 829 fetal, THENCE +.E fd arlta 12'40'1 , We4t {A rftr 9 '3 1'59* WeSt - POO) adonji an Inlertor 'Ale st One aaf r rrf <1 f3'5 acre tsar :t, fora distanco of lIA.71 feet (`600,00 tent - Vend) to a 112 in c iron mid found fur corner in t", Boer tame of said 'a ift for) Efiv; THENCE South 77 *'t�r44 ' West 'Svtiffs M2528" Wept - C vafj along the WWI b of -nit Wirrst€n Ciiivo, fn r t dMla:� Of 34,61 fist (34,61 favf -, Dz"Qd) 10 a K inch iron (ad with cstt strimped 'TNP' tot tar wmet at the beginning of a curve to the right, THENCE in ra =jtlavqrsterty diracttont along tiara Nodh line =; of said Winston f3tive, and along paid Culver to the right having 0 c ntrzil On ie of 06'0,1'26', a Mitre of M-, 7 feet, to chorrl be ar`ary of nth 80 fr2g, West, a ctlafd disUlme of 1£14M feet (271,81 feet - Dkeed) and an arc ferVth of 10411 feat O "rods mart rod with cap Wam "I NP' seat for corner at Itte South o -a st s of t° of the above died 1.37 we tract c veyed to Onyx Builders, LL G; THENCE fctir#ta i l'23� West (M-01h `32'01" West - d) departfnq the Nor11a Imp of sai=dWr Agri f)ravt , and 810riq the, EAM fang of said 1 37 r-c L' t, Of a cholance of 14100 1001(120 00 tee?t «- Deea!) to a W8 Inch Iron rod wrath cap Stamped 'TN set for e~x Aer 61 the f=toilh ttst corTner of said t 37 acre: t(act, THENCE Sou,,h 85110'`2 ' �Ne;`at fSc&jr 85°`21'51, W -- _L d) fang the Barer Brae of said 1 37 are trace; for, a distance of fa.9.f i feet (!t 01 3'net - 000rt,t to 0 518 trwh Istrsa rod vritha W Mnmpeel 'TNP' * e f fat cQrner, THENCE South 89*05*14' V� st (Sojdit 89'0'36* V-69,81 - Deed') conlirtiAng rr&orig the Dear #ha of sald 1,17 apse trod. fof a tVatance of 54.01 feet (W -01 Met- 1900,01 tr4 a 5;8 inch Iran rani w4h n,. p st -ampe d `°I°NP, sat far c a r THENCE North 87-103,34, vj ,rst (lViN h '58'44" I a «f - od) co;Aisu,riqfj aloog the North fesse of sald 1,37 awe t€av, ,, fot a dish of 346 6.5 lust (346 78 IN -erl) to IM POINT OF BEGINNING, a rf containinq 17.027 acuot, of food, more or tes -4. OMIE1= - 'e `atnsfr>n 4 Ttract Paaga 2 vI2 till f � � v LL 4 = F e .� , h �,. aid t'vw ats fit if a 3 a� I it ¢ f ma s€ £ 5 P^ a a t till f � � v LL 4 = F e .� , h �,. aid t'vw ats fit if a 3 a� I it ¢ f ma s€ £ 5 Extilall B TO OPTION TO PURCHASE CONTRACT OF SALE YOU, AS ONNINI,�.R OF PROPE11TY (AS DEFINED HEXOW), HAVE THE RIGHT TO: (I) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KELP THE OFFE.R OR A6,11EXIMENT CONFI-DENTIAL. UNLESS THE OFFER OR AGRFEMENT is SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (tile "Contract") is made this _ day of 2015, between Seller, WINSTON 4 DEVF--10PME-NT, LLC. a Texas limited liability company, and Buyer. the City (if Dcriton, Texas, a Texas home rult inuflicipal curporation. Tile Effective Date of this Colio-ad is the Claw of cxccution of thtsime by the Buyci% RECITALS WHEREAS, Seller owni tint certain tract of land being more particularly described an Exhibit "A" attached, being located in I)entory County, Texas (the ""M'); and Wl1T--SEAS, Scl1er,-vanrs to sctl to Boycr,oild Buyer Willits- to buy from Seller. the Land, togeflier with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thertwn and all other righu and nppurtenanco to the Land (collectively, the "Property"), ARTICLE I SALE OF EROPFICIA [-'or tile Consideration Wt form, and upon the teons, conditions and provisions contained, and s6jco to the tai sell and convey to Buyer, mid Buyer agrees to purchase from Seiler, the Property. Seller, suilied to the limitation of such re-servAtion made, shall resetAc, I-or itself, its succesiwrs and assignsell oil, g jis mid otfier tninerats in, on and under and that may he produced from the Pmp—orty, Seller, its successors and assigns shall not have the rith ,! t to use or act esis the: itirface of flit Property, itintly way, rliantitr or form, ill connection Vith or related to the rcserved oil, gas, and other mincrDis andlor relate to exploration andlot prmitiction of the oil, gas and other minerals resened , including without limitation, arse or Acct '5 of the surface- of the Pro Crty j,'or tile loe4tlion Of ally, M.'01 Or drill sites, well tx)res' 'whother vertical or ally deviation from vertical, witter wells, pit areas, Seismic activities" tall'k-s or tank batteri"-- pipeline-,, rtyads, clextricity or other utility irltrastrueture, ardor for subjacent or lateral support for any surfitoc fivillities or well " / ( ,7 I � bores, or smy other infi-astructure or improvement of any kind or type In connection with, or related to the rimerved oil, gas anj other rrlincrali, and/or related to the exploration or production of saille. 'l lac tcall 'ininerals- !;hall include oill, gas and all as sociatcd hycimcar-bons, anti shall culude (i) all substances (except oil, gas and all iissociatied hydrocarhons) that, any rosonable extraction, mining or other exploration andlor production method, operation, proce. „i or procedure would consume, deplete or d troy the surface of the Property; and 00 till substances (except oil as gas) which are at or near the surface of the Property. The intent of Ole Parties is that 1ho nivaning of the terin "minerals” aq utilized , shall bc in accordance with that set forth in Reed, v, fflyhe, 597 W.2d 743 (Tex, 1980), The term "surface of the Property" slW1 include the area from tilt, surface of the earth to a &ptfi of five hundred feet (500') below the sutfm of tile earth, and all areas A)vc tits surface of the earth, ARTICLE I I L'U]ILCHASE, PRICE- AND E-ARNE81LINJOINEY 2,01 Purchase Vrirt-. 711 purchase Price to f paid to seller for the prope-tty is the s ,'un) ol' TWO HUNDRED AND SEVENTY T1,101-) SAN turf N01100 U Dollals ($270,500.(f0) (tile. "Purchnse Pric-,11), 2.02 Earnest Money, Buyer shall depos,A the sum of Five Hundred and N01100 Dollars ($500,00), a--s Earriest, Mo ney awful Title Resourees, LIX, 525 South Loop 288, Suite 1 'Z5, Denton, Texas. '16205, ("Title Company"), as escrow agent, withfil, seven (1) calendar days of die Effectivc Date. All intem;t earned thercon shall bccome part of the Earnest Money and shall I)e tipplied or disposed of in the same mariner as the original Earnest IN'toncy deposit, as pl-Ovided in this Contract, If the pure to ocintemplated is consummated in accordanct: with tile terms and tile provisiomi of this Contract, the Earnest Money, to ther with all interm earned thereon, Aball be applied to the Purchm Price at Closing. In all o0 events, the E,�arflcst money, and tile interest accrue-d thercon, shall be dispost-dof by the Title Company is provided ill this contfut, 2.03 ludeptodrnt Contract Consideration, Within seven (7) eaten. dar days tatter the Effective Date, Buyer shall deliver to the Title Cornpally, payable to and for tile- beriefit of feller, a i-heck in the amount of One I'londred and oI100 Dolhars ($100,00) (Ill(t "Independent Contraet whichainount tht parties ack-nowic(igC and agree has been bargained for ,".d ageed to as consideTation, fbr Seller's execution and delivery of the. Contract, The Tridependem (- contract Consideration is In addition W, and independent of any other eonsidmition or payment provided in this Contrtact, is non- refundable, and shall be retained b y Seller notwithstard ing ay other provision of thin contra m CL Co,nlra-ct of Sale Page 2 of 16 � 11 °1 I,, A,11TICLE III TITLE AND SURVEY im 'Title commitinent. (a) No later than 5,00 pm 4'.)n March 11, 2015, Seller shall cause to IV furnished 10, Buver a current Commitment for Title Insurance (the "Title C(linniimlent') tot the Property. issued by Title Cornpany, The Title Commitment Shall set forill the state of title to the Property' including a list of liens, mortgages, security interests, encumbrances, pledges, wssignments, clainas, charges, leases (surface. -,,pace, mineral, or otherwise), condition,,�, restrictions, options, severed mineral or royalty irricrests, contlitional sales contracts. rights, of first reftmal, restrictive covenants, exceptions, casements (tctnporary or 1,x-rnuimont), rights-of-way, encroachments, or any other outstanJing claims, interest-s, estates or equities of any nature (cacti of which are referred to as an "Exception"). (b) Along with the Title Commitment, Seiler shall also cause to be delivered to Buyer, tit Buyer's sole cost and expense, true and correct copies (if all instruments that crcatc or evidence Exceptions (the "Exception Docirments"), including those de,scrilied in the Title Commitment as exceptions to which the conveyance will be subject andflor which are required to tie released of cured at or prior to Closing, 3.02 Suney. Nf,,) later than 500 prn, on March 16, 2015, Buyer shall cause to, tv, pmpared at Buyers expense, a current on the ground survey of the property (the "'Survey*'). Th�; contents of the Survey'shall, tv Prepared by amirveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easemerits arid rights of way, both on and adjoining the Property, water c�ourscs, 100 year, flood plain, fenecs and improvements and structures of ally kin& 'The Survey shall describe the size of the Property, in acres. and contain a metc-, and bounds d-escriptiort thereof, Seller shall fo-mish or ctiuse to he fwitistred any uffidavits, certifi"tes, ass-uranc.cs, and/or resolutions as required by fhe Title Company in order to aniend the survey exception as required by Section 3.05 below, The description of the Property as- set forth In the Sui-vey, tit the Buyer's election, shall be used to describe the Property in the (1ced to convey the Property to Buyer and shall be the description set Forth in the Title policy, 3.03 Review of Title Cornmitnitnit, Survey and Exception Documents, Buyer shall have it period of five (5) calendar days (the "Title Review Period") commencing. with the day Buyer receives the last of the Title Commitirrent, the Survey, and the Exception Documents, in which to give ewitten notice to Seller, specifying Buyer's objections to one or more ofile itenvs ( -Obl lcctions" ' ), if tiny. All Items set florth in f the Schedule C o the Title Commitment, and all other items set forth in the Title Conriniti-nem which arc required to be released orothenvigesatisfied at or prior to Closin_,.hall be docro0tolac Objections without any action by Buyer, 3.04 Seller's Obligation to Cure; Buyer's lei ht to Terminate. The Seller shall cont". Ct of $a Ir Pagc 3 of 16 within live (S) calendar days after Seller is provided notice of Objections, either salisfv the Objectiow` at St'lle's Sole OGA and t,-xpel'we of prialliptly notify Buyer in writing of the Ob�j rctions that Seller cannot or will not satisfy at Stiler's expense, N , A otw4bStarlding the Seller, shall, in any event, be obligated to curs= those Objections or Exceptions that have been voluntarily Placed on ore gaicast the Property by Sella after the Erfective Date. If Seller fails or refu5p-s to satisfy any Objections that Seller is not obligated to curt within the allowed five (5) calendar day Period, then Buyer Ila,5 the option of either; F (A) waiving the unsatisfied Objections by, and only by, notice in writing its Selle'r prior to Closing, in which event those 01ijections shall btcorne permitted Exception,,;, or M termirfating this Contract by notiev iti writing prior to Closing alid receiving back the Earnest Money, in which latle-r event Seller and Buyer -hall have no filobc-r obligations, oil- to Ox other, With lx*SjVr,1 to the subject matter of this Comma 3.05 'itie Policy, At Closing, Seller, kit Biiyer*,-, sole cast ajid expense, ,,hall cause a scan and Texas Owncr's Policy ()f Title Insurancc ("Title Policy") to be fornishrd to Doter, The TItIc Policy Shall be issued by the Title Compimy, in the amount of the Purchase price slid insuring that Buyer lia'i indefeasible fee siniple title tt,) the pro perty, sliblect only to the Permitted Exceptions, The Title Policy may contain only the - Permitted Exceptions and shall contain no other exceptions to title, with the standard Printed or common exceptions amended or deleted as followS, (8) sUrvtY exception must be amended if required by Buyer to read "shortages it) are-a" only (aldloug"ll SOwduk- C of the Title Conimitmcnt may condition arnenjMent Oil the PM-entation of air acceptable survey and payinciii, to be borne Solely by Buyer, of any required additional premium); (b) no exception, will t-M permitted for "visible and. apparent easenients" or words to that effv-0 (although reterence may be made to my specific easerilcrij or use Show" On thc Sorve y, ii a Permitted Exception), (C) no exception will Ix pernitittCd for ` "'rights of INIrties in possrasion`, (d) tit) liens will be !J.,own oil S,01'edule TA. Notwith-starkling aw enumeration of thy, following cxceptions, amendments and;or detetions, j3uyer may o!)je-Ct to any Excerition it decals innic6alt in its sole discretion, Pag* 4 of 16 ARTICLE IV EL,A'�'I�BILJTV �REV�IENV �ERJO�D 01 Reviciv Period. Any tenir or provision of this Contract the obliptions of Buyer spccifiied in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the E(festive Date of this Contra and on 5,00 prn on March 31, 2015 (the "Absolute Review Period"), based on such tests, examinations, studies, investigations and inspections of the Property tho !toyer deems necessary or desiriible, tit including o , b riot limited to studies Or'111spcCtIons to delt-rilline the existeoce (if any anvironritental hazards or conditions, performcd at Buyer's sole cost, that Buyer finds the PK)pci-ty :suitable for buyer's purposes, Buyer i5 granted the right to conduct engineering studies (if the Property, anti to couduct i physical in-spection of the Property, incim-fing inspections that invade the surface arid substirface of the Property, If Buyer dclen-nine-s, in ivq sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer uray terminate this Contract by written notice to the Seller, as soon as rcas;onably practicable, but in any event prior to the expiration of the Absolute Review Period, in Whigh Case the r-,.-UneSt Money will be retreated to Buyer, wid neither Buyer nor SellerMliall have any further duties orobligatiojvs hereunder. In the event Boyer Ows to terminate this Contract Pursuant to the terms of this Article IV. Section 4.01, Buyer will provide to Seller copies of (it julyand all non-confidtntial and tion-privileged reports and studies obtained by Buyer during the Absolute Rtviev., Period; and (ii) the Survey. ART'ICLE V PRESENTATIONS, WAR.R,A,NTIE8j_CQVF.NANTS AND AGREENIENYIS 5AI Representations and Warranties of Stiler. To induce Buyer to enter into this Contract and ca nsurnmato the sale and purchase of the Proporly in accotdariet with the tenets and provision!, horewith, Seiler represents, and warrants to Buyer as of the Effective Date and as of the (,'jo!jijjg j3tite, except where specific reference is made to another date, thiit: (a) The. descriptive inforniation concerningi the Property set forth in thk, Contract is Complete, accurate, true and, correct, (b) There are no adverse or cutler paulies in possession of the Propeny or any part thereof, arld Do Party lut5 bc=n granted any licensee, lease or othcr right related to the use or posses si in, n of tht,, Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a), (C) T'he Seller has good. and MalleclabIe fee simple title to the Property, subject only to the Pennitted ExceptiOns, (d) The Seller bas the full right, power, and authority to sell and convey the, Property as provided in this Contract and to mry out Seller's obligations hereunder. Con'tracl of Safe Page -1, or 16 (e) The Seller bas not received noti" of, and has no other knowledge of information of, any periding or threatened judicial or administrative action, or any action pending or threatened by adjitcent landowners or other persons against fit affecting the jlrope-rtym M The Seller tm to Buyer in writing of any and all fats and circila'slancen relatiog to the physical condition of the Pro rty that I-nay malerially find adversely aff ect the Property and operation or intended ope-ration thereof, or any portion thereof, of which Seller has knowledge, (9 '11re eller has paid all real estate and persnal prop ert y tAa3iCa, assessrnen s' excises, arid levies that arc presently due, if any, which are :against or are related to the Property, or %vill be due rasa of the Closing, and the Property will be subject to no such liens. (h) The Seller shall convey the Property frec. and clear of all debts, hims and wicombranevs. Seller has not colitractcd of entered into tiny agreement with any real estate broker, zit fiadcr, or tiny othcr patty in connection with this Invisaction or taken tiny action which would result in any real estate broker commissions car r1rider's fee or other fet's payal-4c to -in), other party with respect vj the, transaCtions contemplated by ibis Contract. (J) To the tvsl of Seller's knowledge, there, has not occurred the disr()s ,ql or releasc of any Hazardous Substance to, on or fm ,)m tier: Property, As used in this ("Ontlact, "Hazardous Substance" nicans and includes Lill hazardous and toxic substances, waste or inaterials, clictnicals, and kitty pollutant or conlarninaut, including without limitation, PCB's, asbastos, ashestos- containing material, petroleum products and raw materials, that are included under or regulsted by any Environmental Law or that would or may pose a heAth, ,d'cly or crivironin,-rital hzzar& As used in this (Nontrad, "Environmental Law" means and includes all fe'deral, state, and local statute:; ordiminces, regulations and rules prcsenfly in force or hcroftcr Cnacted telating to crivlronmtntal qaality, contaminatl0a, and 1can-up of Hazardou,% Substances, including without lilnilation, the ConiprehCrisive Environnietital Response, Compensation and Liability Act (42 U&C, 9601, et seq.) , as ku-nended by the Supetfund Amencirnelits and Reauthorization Act of 1986, the Resoorce Conservation and Rou)vcry Act (42 U.S,C. 690) , et sect.), 4,1 amended, Toxic Substance Control Act, 1.5 UI.S.0 '21601, et scq., and slate superlien and environmental clean-up statutes and all rulf"S aTld regulati()rts presently or hCreafter promulgated unde, ot related to said stattac:;, as amended. Cotltnct Of Sale pagr 6 of 16 (k) All Lease,%, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any tind 411 to "Ants or Nirtic occupying the Property Pursuant 10 the Leases shall have permanently abandoned and vacated the Profvrty on or More the date of Closin g, (1) The Seller is not a "foreign person" as defined in Section 1445 of the Intemal Revenue Cb& of` 198ti. as- amended, 5.02 Covenants and Agreements of Seller, Seller wvenants and agrees with Buyer , as f ollowsc (a) unless Stated otherwisie. withiji ten (1 0) calendar days aftfi, the Eff"tive Date, Seller, at Seller's st)lc cost atjj, expease, shall deliver to Buyer, witli respect to the Profw,Tty, true, correct, and complete copies of the following, (i) All lease agrecment.s and/or ixcupancy agreements andlor lice-11ses of any kind or nature (if aril, Seller shall provide to Buyer in writing all material terms thercof) relating tca the possession of the, Al"Toperty, or ally part thereof, including any arid all modirw4wions, "Uppletnents, and anwadments i (the "Leases"), (ii) All environmental audits, soil tests and engineering and feasibility reports, including any mid all modifications, supplements arid aniendmenas tr with respect to the Propelly that Seller possesses or has the right to roceive. (b) From the Effective Date. until the date of Closing or earlier termination of this Contract, Seller shall, (i) Not enter into any wTitten or oral contrucj; lease, casenlent or right of way W,recinent. conveyant� or any other agreern,ent of any kind with respect to, or "frecting or �e ( re , , the Property Ouit will treat be ftilly petfomied o f) the Closing or would, he binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or aftlecting the Property, (iii) Not take, or omit to take, arts act ion that Would rc'-JUII in a violation of the wan-anties, vovenan,ts, and =agreements of Seller. (iv) Not sell, ssign, leaf;e or convey any right, title or interest whatsoever in or to the Properly, or create'-grant or perivit to be attached or llcrfccted, any lien, encumbrance, or charge- thereon, (c) Seller shall indemnify and hold Buyer harruleN5, to the extent perfnitted by law, from all loss, liability, and expense, including, without limitation, reasonable Page 7 of 16 RItOrney'S' AT S, arising OrinCtirred as a result of any liens or clainis resviting from labor or Materials furnished to the. Projvrty under any written or oral contracts ari-5ing or entered into -to prior to Closing, I cont contained in 5,03 Survival Royond Closing. Notwithstanding anything to de rary this Contract. tile representations, warranties, covenams and agreement:; of Seiler contained in this Contract shall sUrvivc flit! Cloi4ng, and shall not, in any cimurnstance, be merged with the Special Warranty Deed, as described ire Article VII, Section 7.02(a)w AIU ICLE VI CONDITIONS PRE CE DENT TO PERFORMANCE' 6.01 Performance of Seller's ObligAtions. Buyer is not obligated to f=fOrni Under this (ontract tinles-3, %vithio the designated tune periods, all of the follo'kNing shall have occurred: (n) Seller has T.,crformcd, furnished, or caused to be furnished to Buver tall items re ahead to be so perfornied or furnidwd under odwr Section s of this Contract; and (I,) Seller cures or Buyer waives in Writing. Witbin the time~ Periods spocified in Article 111, all of8uyer';q ob) "tions inade in acicordonec with Article 11,11 6.02 Orvarh of Sellers Representations, Warranties, Covenants and Agreements, Buyer 1-a not obligated to perkin under this Contract unless fill representations, warrantie,!i, covenants and agreern.cals of'Seller contained in this Contract are true and correct or have bcvn pcTtbrnied5 as appli-eable, as of the Closing Date, except where spe,cific reference is inade to another dale, 6.03 Adverse Change, Buyer is not obligated to perform under this Contract, if (in the dale of Closing, any portion of die Property has been condemned by On entity other 012.0 Buyer, or is lilt, Subject of condt-innation, eminent doruain, or other triaterial proceeding inifi-ated by an colity other duan Royer, or the Property, or any pat! thercof. 1w exam mattrially or advorsely impaired in any niaiuier, 6.04 Review Period, Buyer is not tA'Aigined to petcli-ni tinder this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 01 that Buyer has determined that the pror-rty is unsuitable to or for Buyer'$ purpo'se'$ 6.05 Buyer's Right to Walvc Conditions Prccedrol, Notwithstanding anything contilincxi in this Contract to the, contrary, Buyer may, at Boyer's option, elect to waivc any of the conditions precedent to the perforinance of Buyer's obligations under this Contract by giving to the Seller, at any thne prior to Closing, a written Nvaiver specifying the,%mived condition precedent, 6.06 BuYer's Termination if Conditions Prerodrot Not Satisfied or Waived. If any of the conditions precedent to the per-for inance of Buyer's obligatiorrs under this Contract have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving Written noficc LO :feller, ternlinait this Contracl, On Buyer's tcrtnination, the E.Arne-st Money shall be, irritnediately returned to Buyer by the 'Title Company, The Seller shall, on Mitten itten, requeit from Buyer, promptly issue the in5iructions necessary to instruct the Title Company to return to Buyer the Eanivq Money and, thereadlvl;, exeapt as otherwise provided in this Contract, Buyer and Scllcr shrill have, no further o1bligations under this contract, one to the otller. AWIFICLE V11 CLOSING 7.01 Date and Place of Closing. The Closing shall take place in the offices of the Title Company and shall be amomplished through an escrow to he established with the Title, Company, as escrovvec. The Closing Date shall be on or tvforc 5:00 p.rn, can March 31, 2015, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing, (A) 5�01rr. At the Closing, Seller 4411 deliver or cause to be dolivemd to Buycr or the Title Company, at the experise of the party designated, the following it ms; (i) Tlie'ritle Policy. in the form specified iii Article 111, Section 3.05, (1i) The Special Warranty Deed, subjjject only to the Permitted Exceptions, if any, duly executed by Seller and ackno wIcdgcd; (iii) E vidence of Seller's authority to close this transaction; and (iv) Other items rcasonably requested by the Title Company as adininistrati've requirements for consummating the Closing, (b) _Rtarr. At the Closing, Buyer shall deliver to SrIler or the Title Company, the following items, 1-he sum required by Article 11, Section 2,01, less the Fiilrnee't Money and interest earned thereon, in the Form of a chee-k. or casbie•'s check or other immediately available funds, (ii) Other itents remnably requested by the Title Company as adminisirative rcqoirtinents for consuarrmiling the Ck�smg, 7.03 Adjustments at Closing. 'Notwithstanding anything to the contr-aq contained in this Contract and without limiting the gencril application of the provisions of Stdion, 5.03, 'abovc, the provision's of this Article V11, Section 7.03 shall survive the (Iosing- Ad valorem taxes relating to the Property for the ealendar year in which the Closing shall occur shall be ptorated between Seller and Buyer as of the Closing Date If the actual Page 9 of 16 X amount of taxes for the caltndi)ryear in which the (,Aosing shall occur is not knowrt as of the ClosingD at: , the proration at Closing shall be based on the aluount of taxes due alld payable with respect to the Property for the preceding calendar yw, As Soon as- the amount of taxes levied against the Property for the calendar year in i4ich Closing shall occur is known, Setter and Buyer shall teadjust in cash the amount of taxes to Lie paid by each party with the result that Seller shall pay for those taxes .Attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessuients for prior years due to change of land usage or ownership occutring prior to the date of Closing) and Buyer !;hall pay for those taxes attributable 10 the r)eTiOd Of titre co•ivencing with the Closing Date. 7.04 Possession at Closing. Possession of the property shall be delivered to Buyer al clos�i ng. 7AS Costs of Closing, Each party is responsible for paying the legal fees of its Counsel, it) 11cgoliating, preparing, and closing the trans-actiort contc-niplated by this Contract. Buyer Will be mponsible for paying fees, casts and expciises for the, closing of this trailsacticm, AWrJCLE Vill DEFAULTS AND REMEDIES 8.01 Seller's, Defaults anti Buyers Remedies. (a) Seller's Defaults. Seller is in deffault, under this Contract on the occurrence of any one or more of the following events: (i) Any of'Sellt�r's %varranliei or represcntahotls contained in this Contract lite untrue on the Clo5ing Date; or (ii) Seller fails to meet, comply with or perform any coven ant, agret-ment, J condition precedent or oblitation on Seller's part required within the time limits and in the manner requited In this Contract,-, or (iii) Seller fails to deliver at (Iosing, the i!errls ,specified in Article V11, scdion 7,02(a) of this Contract for any rcasxon other than a default by Buyer or termination of thk, Contract by Buyi�r pursalant to the terms hereof prior to Clol,�jngn (b) Buyer's Remedies, If Seller is In default under this contmet. Buyer as Buyer's sole and exclusive remedies for tfit, default, may, at Buyer's sole olytion., do any of the followinill: (i) Tcrniinale this Contra -et by written, notice delivered to Scllcr in which event the Buyer shall be entitled to as return of the Farntst Money, and Seiler shall, proinpTly on written request from Buyer, execute and deliver Corltm cl of Sale Pap 10 of 16 '/IA any doc -uments neccasary to cralse the Title ("ornpa4ly to return to Buyer the Farnest Money; 00 Enforce specific ptrfounancc of this Contract against Se.1ler, tequiring Seller to convey the Property to Btjvcr subject to no liens, encumbrances, cxception , and conditions other than those shown oil the '17itIc Commitment, whereupon Bayer shall waive title objections, if ajiy. and accc-pt such title Without reduction, in Purchase Price on account of title defects and shall be entiticd to a&scrt any rights for daft es based on ScIler's repre-sentations watranties and obligations that are not waived by Buyer by its acceptat-i" or Seller's title, and (iii) Seek other recourse or relief as may be available to Buyer tit or by law, equiq,. contract or ot-hemise, 8.02 Ouycr;s DeWitt and Seller's Remedies. (a) Buyers Default. Buyer ii in default under this Contract if Buyer fail,-, to deliver at Cla5ing, the itemi specified in Article VII, Section, 7.42(b) ofthis Contmet for any reason other than a default by Seller under this or tcrmimation of this Contract by Buyer pursuant to the tOrMS hereof prior to Cloliiflg (b) Seller'% Remedy, If Buyer is in default under this Contract, Seller, ws Seller's sole iuldeXclusive remedies tor the defioult, may, at Sellers sole option, do either one of the following: (i) Terminate this Contnet by written notice delivered to Buyer in which event die Seller shall be entitled to a rcturn. of the l attest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any doeturients necessary to cause. the Title Company to return to Seller the Earnest Money, or (ii) Enforce specific performance of this Contract agaiwit Buyer. ARTICLE IX MI�CELLANEOUS %.01 Notice, All notice,,;, demands, rcqmsfs, and other communication.,-: rcqLliTIVA hereunder shall be in vaiting, delivered, unless expressly provided othemvise in this Contract, by telephonic ficsitnile, by bind delivery or by United States Mail, and shall b(: dotme,,d to be delivered, upon -the earlier to occur of (a) the date provided if provided by telephonic facsirnile or hand delivery, and (b) the date, of the deposit of, in a regularly maintained rcccPta-,11c for the United States Mail, registered or certified, return reecipt requested, postage prepaid, address :d as follow; : SELLF-ilk: Bt.. YER: Contract ors,�je page I 1 01110 �'t t 17 t Winston 4 Development, LLC 1120 Claire St, Lantana, Trxas 76226 Phone: Tclecopy Copie's to: UL' Seller M City of Denton Paul Williamson Real Estate and Capital Sisrport 901 -A Texas Street Denton, Texas 76209 Telecopy. (940) 349-89-S 1 Larry Collister, Deputy City Attorney City of Denton — Ugal Department 2 15 E. McKinricv St, Denton, Texas 76201 IF= (940) 382-7923, 9.02 Governing Law and Venue, This Contract is 1�einv fl- executed mid delivered and is iriwnded to be performed in the State of 'Texas, thc law-, of Texas governing the validity, construction, enforreniesit and interpretation of this Con tact 'fills CONTRACT IS PERFORMABLE IN, AND THE', EXCLUSIVE VENUE IS, IN DENTON COUNTY, TEXAS, 9,03 Entirety and Artiondments. "dais Contract ernl-YoJies ffic emir, agmerrient bo-yeen the parties and suporsvdes all prior agreentenL5 and understandings, if luny, related to the PivIvrty, and many be amended or supplemented only in writing exccutcd by, the party agnirest whom enforcernent is sought. 9.04 Parties Bound, '11iis Contract isq binding upon and inures Io the bQnefit of 'Seller and Buyer, and their respective successors and assigns. If tequested by dryer, ;yeller agrees, to execute, acknowledge -,And record a mernorandum of this Contract in the Real property Records of Denton County, Texas, imparting notice of this Contncl to the public, 4-05 Risk of Loss. If any datriagt or destruction to the Property shrill occur prior to Closing. or if any condermiation or any eminent domain proc,.cedings are threatened or initiated by an entity or Derry other than Buyer that might result in the luking of ;my fwrtion of the Pwperty, Buyer roa-v, tit Buyer's option, do any of the f()II0WiT1Z-: (a) Ternninate this Contract and withdraw from this transaction without Cost, obligation or liability, in which cwsie the Fat nest Money shall be iruniediately returned to Bayct; or (b) Consuninvite this Contract, in which ciise Buyot, with respect to the Property, Contract of wile Page 1 2 of 16 shall be entitled to receive ally 6) in the case of darnage or destruction, all insorance procceds; and (ii) in, thee, case of eminent dornain, proceeds paid for tile, Property related to ,lit cruirtait domain proceedings. Buyer Shall have a period of tip to ten (1 0) calendar days afler re(.-,,cipt of written 110(ific3ti011 from Svilet- on the final settlement of all condemnation proccedings or insurarrQe claims rehitcd to datriage or destniction of any improverrient located on tile Property, in Which to rilake Buyer's cle(Jiotr, In the, event Buyer eteas to close prior 110 such fitral Settlement, then the. Closirig shall take place as providd- in Article V11, above, and there shall be a&signcd by Seller to Buyer at Closing all intcrcst5 of Sella in and to any and all insurance proceeds or condemnation *t \Vards Which may he payable to Seller on account of such evellt� In the event Buyer el-ects to Close "poll this Contract sifter final sctrlejrlcnr, as described ahove, Closing —shall be held five (5) business days after sirch final setticmant. 9,06 Further Assurances, In addition to the acts mid deeds recited ill this Contract MCI COMIrmplated to be perfinilled, cxecute4 arldlor delivered by Seiler and Buyer, Seiler and Buyer agree to performs, execute and/or deliver, or Cause to be ptrforrried, executed and/or delivercd at tire Closing or after the Closing, any further deeds, acts, and tISSUranct-, as are reasonably trevessary Io con swilmate tile trarisa-etions coirterriplatw-. Notwithstanding anything to the contrary contained ill this Contract and without linliting tile general application of the prowsions of Sretion 5,03, above, the provisions of this Article IX, See loo 9.06 shall Survive Closing. 9.07 Time is of they Fssejice. It ik expressly agreed belNwen layer and Sella that time is of tile essence with respect to this Contract, 9-08 Exhibit-S, Tile Exhibits wNcir are referenced in, and attached to this Contract, are incorporated in and made, as parl of, thii Contract for all purposes. 9-09 Delegation of Authoriq-. Authority to take any actions that are to be, or may be taken by Buyer tinder dais Contriact, including without limitation, adjustment of the Closing Date, are delegated by Buyer, Pursuant to action by the City Ol-Lincil of Denton, Texas, it) Frank Payne, P,F., City Eirgincer of Buyer, or his designee, 9.10 Contract Excention. Tbi's Contract of Sale may he executed in any number of coun.'ap arts, all of which taken together shall constitute *'nc and tile, same agreernent, and any of the parties may execille. this Agreement by signing any such counterp, art, 9-1,1 RuAlness Day's. If the, CIO-sing Date or the day (if perfc-n-mance required or lr-rnrittrd tinder this Contract falls oil a Saturday. Sunday or Denton County holiday, flier; the Closing Date or the date of such perl'brniance, as tile case may be, shall be fire next f0ll(Mling regalar busjtmiss day, SELLEW Collfrati or sak- Pagc 133 of 16 '- /--I ONUM 4 TSTON 4 DEVELOPMENT, LLC, a Tex as limited liability cotupany Fxeculml by Seller on the day of BUYER: By. GEORGEC. CAMPBELL, CITY MANAGFR Executed by Buyer on thc __ day or D 200 JENNIFI-iR WALTERS, CII-Y ' 5ECU"I'ARY ME APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: contract of sz, Pape 14 of 16 RECE IPTOF AGREEME, NT 13Y UTLE COMPANY By Its execution la its, Title Company acknowledges rcccipt of all ex carte d CoPY of this Contract, Titir Compally agrees to comply witt'j, an, 4 be bound by, t1w, terns and provisions of this Contract and to Perforni its duties parr suant to the provisions of this Contract and comply *Azk.Saction 6045(e) of thy: Intemal Revenue Code of 1996, as amended from tirnc to finic, and as further set forth in any regulations or fornis promulgated themundcr, TITLE COMPANY: Title Rcsouruvs, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Phone: (940) 3 81 -1600 Fax: (94 0) 898-0121 By: Muted Name. Title: Contmet receipt date. 2015 6)—W—racl Page 15 of 16 EXHIBIT"A" TO CONTRACT OF SALE 17.0 eats out of theamuched Exhibit A. PiNp 10 of 16 EXHIBIT "A" TO CONTRACT OF SALE, Legal Destription and Depiction of Property comract oaf lc pige 16 of 16 5 (-, Ilf f EXHIBIT tree 110- . —Yb " a t -, rfWA 1. 1eaaaw4 MaK".tt►„a, fW tf a as ffsisttf ttf am , . C: a tty t X001. SY)A, tWaRf �" ..'tttsas Rff6 W,,4 re i�ttdxs 3041 "at , its ma *,to 1jf le's aka ftdftwd4" Kodd Q— f tfft # (44 t ftfw trtt at t,. tf to foss ,My, : to . t t #t:, fist rig Oortox f v '1*Txc€fawtfi3at3+fgr "00 37 sommm tw "A* N fift Ot wvp4iot Motto o a 441i;" of IWAI ktt fns V" tw wmpw -%Wo 60 04 "3i+Ct " .. - : St f5idsU10 fed r t. OUSNA ut 344410 t to a Ofw Irm J @w 4wvo **m. tot wwmr, MOM ts *"# at wftug 34 tart. atbt.titfsat.tta pw MAO MOM t4 lietata*4 " WAN U ¢ASS t at au ("t fr fact afara"ta *M* ** taf #gear 0 00torvis Toffs 04 Ow— is 41 fita two" alt;1040fastf*aat+f"> w Ate - �'At+ttofttsf , Of** %"14 hA ft ®t�;Ar�j aaiat trfvea afsa of t smtara � trait rt�t fx�h s of i t? fogo ataaro fofq tfi #0 Ownm 1.1 M IS 5Cgm4gww a +teas of :141.40 fi hr-1 VAW *94 no" oAaftet4a o, of solo f1w4to atjtuxt,Ifsa!f" 4 f+ff sArsnatt. ,. Tract I nmo tftla�`t' m on tt1fM try tafftt :f Ctt 3?tHkttrS $ROYi A r To"*. tat facts Kli, t4 t4f s y gftiiasf" no, x Tafhfi t b4ttt1 t Pat rsf the 04W 1t aav oafs$ of i 14 0 dood tt44f`thafft : corp,. tt rat tNdad in am* t iota = "!4 *"I >1l itFftitl5l fat t S f.S 6,40 ksA mo fokAd on "a t6pFttaNti4 tfftaaof Of tAt it 0ohmont Gantt#, Wdkm One" an so aa#d t %* t aft Wfits t po" "r MO Avmt& bw tra s , 7vxa* fit tha tau& f {j m,4 "j Ikvo at W—um 04** ,k (40 tot i ar4 bafgifffstfp of • am* to the tfatt fsarf{tq a or 141S, ft* t 4 OWW bt*#'WV gf Oft 0 Ovfmfil Ott Mbh400 0 t stt C* at Ims taf T1 €cRC7F WM IW# t "" #ti #ft Of 3MAI t St ti E 4*110M It" fait *UMW "Kf4 *4 fw *4 tf edl hoelOA tuaftod Vol* '"lf"Cd Swil# 01 44 t AS b* a dl 1.2 44 4H to a All triah kars "0 for n of 00 tw on #uwfbw task, trs tt+a *m *,* 4 OM of fs tf *i I" a dm4 ft 9OAwt f at, t 3fIs Ida! flame Tr>sat `fffMtf, SMM fY fkSmom 13 WmAso i! sooww wut oft **v Ono a 41#11M of 11344 fW to ! twoomf k" mil sbwvw **Ar wt fa "pwon *4 f f+ra * mmor yetLAAa**#"11404k" tAft Tftt Xtt 37 DOWOM 46 with ttao Eat of s daet*ft I d fs to 44- to fi t IVA I MA 04 NOM tw Mutd T Qwvarfy N tuv loud f—1 i -04 Vie wfft al goam4y C.4 O t',N €6 Awy v'Aw mfarat in Om oixcaa I -suad c?orcr iat vf the arvit r.#: f ,)Vl4iay of twv, #R not a tt faftort40w, ttaaf Ua h e -ds of garwAry Ig mrmt, but to n ,� folly fey it s, FM Ow'"I' o atoll z CA SeWWO A . 1VOW4 ATTACHjNENT 5 To EASEMENT PURCHASE AGREEMEINT Ptrul,itted Al leases, grams, rxceptione, or resenrations of coal, lignite, oil, gas and other minerals, together with all right!*, privileges, and immunities relating thereto. appearing in the Public Records, 2, Eastment executed by G.M. EVANS to TEXAS POV"ER AND LIGHT COMPANY filed June 21, 1924, recorded in Volume 192, Paize 6, Deed Records Records of Dcriton County, Texas. 3. Easenicnt executed by JOE B. AKF'RS and. wife, AMA BE'I`TY AI S to TEXAN POWER & L10HTCOMPANY filed Artr 5, 1045, recorded in Volum-, I]!, Page 356, Deed Records of Deal County, TtxTq. 4. -E-asertictit executed by JOE f1 AKERS and wife, BEfTY AKERS to,'rE,XAS POWER LIGHT COMPANY filed January 25, 1946, recorded in Volume 3-?1, Page 3801, Deed Records of Denton Count yiTexas. 5. Easement executed by G.M. EVA NS and wife, CLARA K, OVA toTEXAS POWER & LIGHT COMPANY filed June 17. 19311, revorded in Volurne'230, Page 123, Iteed Records of Denton County, Texas, 6, Easement executed by W,H. OVER.ALL and wifi, MIN.NIE OVERALL to TEXAS PO ER. . LI(jHT COMPANY filed May 22, 1930, recorded in Volunic 2-11 1='a 25"', Deed g e Records of` Donton C. outity, Texas 7, Easement executed by W,H. OV1;RALI-and his wife, MINNIE OVERALL to TEXAS POWER & LIGHT COMPANY riled January 25, 1946, recorded in Volunw -120, Page 482, Deed Records of Denton Covirity,'I'exas. 9. ruicement exct-uted by -171-10MAS F. NOEL and witio, FAMA C. NOEL to TEXAS POWER & LIGHT COMPANY filed August 17, 1951, recorded in Volun-le 373, Page 242, Deed Records of Denton Courtty< Texcas, q, Easement execrated by JOE B. AKERS to TEXAS POWER & LIGHT COMPANY filed April 9, 1 952, recorded in Volume 3-17, Page-';K Deed Records of Denton Counqjexas. 10, Easement executed by WALTER IN4. LEA and wife, JANE, C LEA toTEXAS POWER & L1014T COMPANY filed January, 5, 1965, recorded in Volume 517, Page 5I , Dc td, Records of Denton C aunty, 17exa-s. 11. Easement ". ecuted by M.FA., Inc. to CITY OF CORINTH filed October 18, 1972, recorded in Volume 657, Page 735, Deed Records (if Dcnton County, Texas, 12, 50' Drainage 1 serncnt executed by OAKMONT CANADIAN LAND PARTNERS, LTD. to TONVIN OF CORINTH, Texas filed July 11., 1995, recorded tinder CC# 95-ROO40777, Page 1 of 2 - Attachment 5 to Easement Purcbiist: Agreement and filed lk-cernVet 15, 1995, under CC# 95-R.0077909,Real Property Records of Denton county, Texas. 13. Undivided 1116th non participating royalty interest in Oil, Gas and other Minerals reserved in deed from CORA GROSS, et al to V.H. TI-10MAS filed October 21, 1942, recorded in Volurne 416, Page, 521, Deed Records of Denton Count-Y,Texas- 14, Undivided 1131 non - participatIng royalty interest in Oil, Gas and other Minerals reserved in deed from THONIAS E- NOEL anti wife, FAMA C NOEL to WALTER M LEA and wife, JANE C LEA filed Octobcr 26, 19 .55, rceorded in Volurne 416, Page 521, Deed Relaords (,-)f Denton County jexas, 15. Undivided royalty, interest in Oil. Gas and other Mirwrak reserved in deed from JOE AKERS and iWA BETTY AKERS,Iris wife to THOMAS E, NOEL filed May 14., 1951, recorded in Volume 370, Page 283, Deed Records of Donton County, Texan. Page 2 of 2 - Attachment 5 to Easement Purchase Agreement RE'CEIPTOF AGREEMENTBV TITLE COMPANY By its execution below, Title. Company acknowledges re.v6pi of one (1) executed copy of this Agrcenica Title Compariy agrees to cornply with, and be bound by, the ternis anti provisions of this Ag regime xit to rerfoi-m its dutie ss. pursuant to the provisions, of this Agreement and comply with Section 6045(c) of the Internal Revenue Code of 1986, as amended from time to time, and as fwher set forth in any regjilations or forms promulgated, thereunder. TITLE CONVANY: Title Resourte,,, UC 525 South Loop',)M .' Suite 125 Denton, Texas 76,1.05 Phone: (1940) 381-1006 Fax, (940) 898-0121 By: Contract receipt date: 2`0 15 A TACIOU'ANT. TO EASUMENTPURCIIASE AGIMEMENT ERMQIIL�K LEGAL DESCRIPTION ACCESSEASEMENT BUNG, a 1,174 aclo IMM of land VtUalcd In U�a Gideon Wakof $wvoV, Abatr l No, !�MI at-0 I "m P, P, Foll4ond Company ',;vfwy 4 , ofo;j ( d "fain an I martrad No, 950, Cjfj#,4I5 of Dorgan i3fTd Cg;�ijjlj� Do �ounly, , L-',Q, of � , Texas, on p 0 Cwted 2145 4)ore Iract of tarid tfavvibed In a tw'd to w top 4 wN recordiml in 0-own*-M hla 2013-121626 of Ifir. Rrbl Prop!',y Ro=idf, of Demon Counly, Texmi, zvA boing mzr� Partkutatif dT--Xnb4d a,- foAlowc COMMENCING al a 112 imb 11on (rx" found f(g corn f in Ille smth tine of vAnstop, Ul'ive, 5 erf w1do fighl-01--ymy poe, IM PW ef W"Mbttlon vilaq-1 phnsii 1, as rarxviled In Cut*wl C, Page 31 of the Plat Pf"roldt of DomIA"wi coanly Texas, said at Wng an inlrelity r4wet of ibovm cited 21,65 acre liact, THENCE Noilh 77"1944' Easl aWrig the South Ufm of nai'd Winuton Drivo tight' ofsway' IN 0 ditMnrx! of 161,0, fr.�at foaffMl4tR)1" tvpT "At1he sa-�ad wmvxl Drive rilff+o!'"; THENCE I*Y.th 12 "4 2 ", kAJfttt alarqj It f c Fast Inter r 19,76 ff e" f-o '4 so vvtam for a 6i-tanv"' tit A poke formnef at Ihe' POINT OF UEGINNIN( fof ttv he min dwAbed easeirient: THENCE Nkodlh I2*4U!2" WtW romdmving oior;ig tho Eml lifto of cald wimtot-i 06ve fight-of-way, paeT ng, tbe Wx,lbeaqt covnof (A xarne In, d4';1R-4!ce- of 4LI-72 fr'~im, awl 0'mllirlufn&) for A lotaf Olt-fance of 450,29 feel to a poInt for THENCE Notib FW4 x'54* Fame Irr a Oislamp, or! 24,34 foot to a piol for 4;0"qw it 1110 t*'Q!nn;nq of a wNe to tire* sight: THENCE in vi) Eastetty dl°e-ctloo, att-14 &awwva it, tho d9fil having ocvntral a.rt qjp_ of 3TW07" as radlusof 377,56 leot, 0 chwo 1.4'aung of NwAb 4`4 '2x' East ;* cWxd dmiamo of 234.50 feat anri om aft 1000th 01 2MA5 10TI to a point for romet; THENCE 4Soolh W05'02' Ewa! f a dtstfarce of M04, feet to a point Ire cornor Al th-- beginr*q) of kA VA'Irvo to the fiwll" 7HLKF In a S'oullt'emleTly, (fired: w' ai mg said imwv l� Ova fiv"11 t'ovmg A rMiltial PIVIC of 26,0VIg", a fadjv� or feaf, a thowd be.-alin(I of Sovtil 64'00Wr Emil, a cfwrd (staatv;v- of 169,73 f6M and 6,'1 ate; "th Of 171,21 feet to a flint fix Comer; THENCE Soutti -N3'fW41- East for a dis"arx'a of tep"I to a po4m (rox rcimef at lhre bei'Vnffifyj ut a cwve to t1w 10, THENCE In a Sooltioi&te,,ty dvoction, atone' sail cur�v to tine t-eft hiving a oer)lral angle. of 41'AfV42', a rndhss of 115,02 feel, a chord Me sin of Sbulb 72'W'0.4' FSA, A (tiord distance, Of 85-.&12 feet and an jgc Iepjmh of 87-S5 feel, to a polo for come" T H E N 0 r: 14 n i th 81 n1 4' FaA for a d:ta tal-, of 10 t 1 Ir �g ex inv AY q jo A point (a Nofilmia-51, ),,nn of f , i in tht wid+o 10 xs4 Powot & bql t Uvriploy e 'I -Way, a� Lfpfinefj tly f,�Mn$ed in V(.UoTTk] 1 A2, Pap 62 oftl-4j Ffavd R#tmMs of Vleoton (',fwmy Tf-,*As" THENCE Sowh 611W31' West afo�j that (lowwwest trm of unid Toxal Po f A, Light Company Eatement and Righl'of-way, "of as 4[mimmo of 99-62 feel to a po'101 for mmef a! the t"MrIlmg of a mm-la rtirva to thf THENCE in a dooe"jon, aka n Cu No to tt*e hav' 9 a cepttill, sm GAg' 'i od U 0 �r� �* of 2 44'� � t I r, f 10.03 feat to emM I1:&wirvg 0 1,401) 61,20151 wt st. a rtic'mi (firmoce A, 66,&2 tot and an arc Length at 671b fool to a fxfint for romef; THENCEtta rtb 50'55'43' WeV for a d ma' rvj'y If 183 33�0 fee" to .1 prji-A, for coater at the brgpnn40Q Of a CUIVO to OW toll, OME 13"W - Mki'var) 4 /'Ccem� Ez�mf Fig-4 I 0�4 T-HEENCE in a f4cilamuslefly dvac!"kX1, akmo 'Md Curve to me 1,etft having a i-entrat arlqkv- Of 26"OUV19', a mdiu$ of 30Z fcvl, a chord hoofing of Nadlo 04TU2Y we'M' o d1ord &'4anc-, of 138 05 fat'll Pod RA awt, k-fKj(h of 130-25 loot to a P�Arjt fqf cot1wv, THONCE 'Nalth 77'060V lot n &!amv -,,)f 71 f t r a for cornorM the bugiltirft"19 of A cuNT to If Tf I ENCE in o VVVO fliM dion" along said maw W IN 10 1 wwal�q a coalm I allglo of M, I 1 "07" a fadjus of 307.55 ,11WCe 17 4,7�3 leol to a feet, a chord beafkv� of Sty'Afi 84*49'25' ills tea, b Chf-A ditA, IfIl 02 fect arld er, arc, feat/ (tf 10 point W CtKnpr THENCE ", u I h 0-,1'4 T5 I ' ltj .3 14." tr n CE, r, t Af m -'r of 12, 62 feet 10 a Pcart it. CZ-T FCC, T H E N C I, N ot 11, 1Z'? A 6" W PM If � r a dt� la g ice 011 a-1 a fefft to a IX)i n t fear cv ner THENIX �,uth 73'I7 46' W� .-j fot a dis'Wnce of 24,552 f to Ow POINT OF BEGINNINC3, alld contaiRiTV 1,174 apes of [and, nmlv or T -Ga,-9, I'mar, IRRI-S, No- ABZ*1�9 Toupe 1517 Ceotf-0 piai DoW., 'Rut 'a no ......... Nnior, Texzu 762-05 W-333-41 71 Date: tb=rbai 10, 2014 W Pago 2 Ot 4 , W,*lm 4 Arov 2t,�, Emit g It � i to 42, t acs uY d 2 04 14 a : y � tai U vi ai fx r t xx e Sri 3 a r� 31 Mmla a», CA fu xt �° i � 4 i2 i 4ag g A. CL 014 -9 � v W» 3 1 d, \ "I Ell Ile "I °' S vjT -.y a„x . Nq x d I s� n I f ul ta lA �q It�Xrb}, JA 8t cam. ul Nq x d I s� n 0 s 00 2 0 U. z W W � C? Ul �a ,j fn s fi 4C 91—o An a d� ATTACHMLP�V:r—Z TO EASEMENT PURCHASE AGREE MENT NOTICE OF CONFIDENTIALITY Ru.;wnst IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION nION1 ANY INSTRUMENT THAT TRANSFERS AN INTERFST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS. YOUR. SOCIAL SEC -JRJTY NUMB R OR YOUR DRIVER'S LICENSE NUMBER. PERMANENT ACCESS EASEMENT Winsion 4 Developtrient, J-.LC, a Texas limited liability, company("Grawor"), in consideration of the sure k)f'f'erj and No/I(Xj I)-- .t)llars ($10.00) and other gocxl and valuable consideration in Irmid IN-jid by the City of Denton, 'Fexas, receipt of which is hereby acknowledged, has OkAN-1717r.), RAW-3yA.IN1!7D,SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CON-VEY unto the City Of Dallt0n' Texas ("Grantre"), 215 E. McKinney, Denton, Texas 76201, a pt miancrit acces-i Mcnletll- ilL filongi over, UJXA11" und'(r widactuns the ft ),Ilowirig, described property (the '*PRjpeVty")' owned by thcrit, mid situated in Denton County, Texas, located in the Gideon Walker Survey, Ahs,lract No, 1-3130, Cities of Denton and Corinth, Denton, County Texas, to wit: PROPERTY DESCRIBED IN LXHIBIT "A", AND DEPU.717ED IN EXHIBIT "B" BOTH AII'ACIJED HERETO AND MADE A PART HEREOF For the purposes of access activities, including the free atld uninterrupted use, liberly of pos-sage, ingress, cgri:s, and regress, at all tiniCS, in, ajujjg Ve t, UIX)II, UTI&T and aeross the PropertY to Gi-anteic herein =d its agents, einployces, contractors, workers and reprv,swnlatives, for file puilv.ses set forth herein, It is agreed that the Grantee, in c(,)nsideration of the lvnefits above set out, may refflovr frorn the ptoped nbovc ljescribcd, such fences, signage, buildings, and other of any kind tts tnay now or hercafter bw fouixt um)a said 11r(%pwy, for ilie purpose of access it', a10119, Ov'-:t, uIxin, under mid across said Pro1wrty. It is speeifically stipulate -j by Grantor and Girantet that the scope of the accvs's 'Shall fitirther include the clearing and rernioval of veget ation and trees that exist within the Property. Orantoe agrees to indemnify and hold Grantor harnilcm from any, third party damiigvs that may arise as a result of Grantee'% activities on the Property, TO HAVE AND TO HOLD Onto the ,;,)id City of Damon, Tcxas as afore-said for 1h e.. purposes aforesaid the prermse abtwc de;wribed. Witncss our han&s this Ihe - day of __ 2015. M3 WINS TON 4 DEVELf)PMENT, LJ,C,,i Texas limited liability company SWwail D, Oce, Managing N'lember CITY OF DENITOIN,TEXAS, a Texas home-rule municipal corporation Oeore-t C cal'1111tv"ll, City Manager ACKNOWLEWIMEW STATE OF TEXAS § DENTON COUNTY § This mstrurrietit wnsac iiowlcdged before me oft the - day of 2015, by Stewart D. Gee, Managing Member of Win on 4 Development, IA-C, a Texas lirrlitM liability company, on behalf of said limitcd liability company, Notary Public, in and for the State offvxas STATE OT% TEXAS DENT'ON COUNTY This instrument Nvas acknowledged before me on the -1 clay ,2105, by Georre C, Campbell, City Manager of tbz City of Denton, Texas, a Texas homc- rule municipal C;orporbfian' on bchalf of kaki municipal corporation, Notary Public, State of Texas N APPROVED ASS TO FORM: Anita Burgc,ss. City+ Attomey Ampted t ti -- day of — Texas (Res Attics No. 91-103), By: Paul willian-'son ReaI E matc, Managcr AFTER RECORI)ING RETURN TO-, City of Denton -- Engimtring Dept. %) I -A Tcxas Street Denton, " rexas 76209 Attu: Paul Willininsom .2015, for iffic City of Denton, LEGAL DESCRIPTION ACCESS EASEMENT EY ING a 1 174 ar rr tract of 18mi IAttAfod i2a the Gwlon IM 0,111' Somy, AtmIlaut No 1,130 drtif tf 17 P P. RfOoad t�c,�spsrny SUM Y, #cart No ,twit of Donlan �� # Crrrinfb, ratori �Atar3ly, f e �, ararf aai Part Of cx4ltrd V 0,5 r%-e tra :s of land de to e-4 in a Deed to Winston 4 gave; prrretat, LLC, as ro`04de tai Dmurnpfli No. 2013 -12M'M of ilia €or=al Vro, ty R *i-, srds of Donlon Carst,ty, :exj=, rtd tit >rn !rt sr piw" to jfy d r sL t as COMMEW'.ING At a V2 ra "1,1 Iron rod found to( r no In rtw Soot") $tie of aeon Dlive, a 60, wid,t 61,11 *-vr y per ttao Mal of w1ratri ton Vdt ;'3 e pis sa" i, ea reco in Cali mat 0, PKm .» s of 3t~o fiat Record' t Damon 00trtl'y, lox , said paim t v rasa ira'lnai co"r-ma-r cf the ow (Ited 21,,65 aWjv trrkM THENCE Fitort)i i`r3g' " �-asl atOog the SrVth Jim of gild ,son Delve r ,Its- 4-wap, tier a d %t v - of 14a 05 fvol to a ird for rrorrw at the southeem corrr�t of said Winstun D'hM rigitt,raf -waiyi THENCE ?00 1 '407 --: ' W-A AtirN the East tim! of � `yMcm,"r'n 11"m r4 jttt. .Nrrat e tr,r a t--�f it) i.> €e4n! to r;shat for cw. rior at Si f' ftdl i p E lid# iN i s ti iY rcrr sit c €tfr � rtt =. Z tt TFILt N tat -*4(Y- ' WeM r tine f r rq%I(A) Otto r Wh s -t rorWV of s me .9 di. tittac s ref it ?? fejDt. rand 3tt?rtir'ng fair a ratan dir�tfa1K* -- !2f 5020 (Let to I IsNM for THENCE NPAIb 66'43'61* Ea,,A for a distarr v at '.4,14 fool to a Point for zOrr t at 11, -le L,"', I unrg of ar rvrve to the right THENCE in an Eas3ociy al ari WW COT to ibe rs i�t ltA.�tn a corral angle of 'l1 "0," a (0,110s of 377. (eel, a t,�t Sd aiing at t=k'lth 04'49'25'1 t �.st, a e�ttttsv' tje ti3m� r of ?341. full firxt pry �s r terar�ff€ �f �3ti.� t�tt tta ra THENCE E ,raaatts 7-7'05'02'* °1st [ar ? t c;f 1104 to 4 to a poem 9a s Barra tat t?# t rz rr t r.f a� 4c VIM r Alta THENCE Ina taIij a cYo, a Ctn rigpt havt g a rolaat 4M11V of ?.3 (3 °71� a ra&t 4 Of 375.06 feet, a rbov! t,°anade'�1 of >, ttt kart "oft ?3` E t. a c,,uf 1,l t r : of 169Y3 Snit tatart Asa c to tg4t', of 1,91,.71 trot to a pint 4tjr ci TV!, THF14CIF Sooffs FkAl fray a daMwvs v fit 104 to a p irat RX cornea at (1m, begi1iniv /4 of al ethic' to t v latf ffk'! in a trithr a tt9rtF ±rte 4i :{ r1, ra id € ax v tea ttip_ trafl t_wv €r a central far, le of ,4340' Z, a ertrirtata of f 9 # t, tram „1 f: rtrsr a3 r�tktPt ?ter° a-sl, o �ftctrd list ar a t ��:t�2 to t s k ors txa , a ih of ? � �i frs�t in as poml for rrtrner THENCE f -4cilh 65*l5',34' Ebb for a £frsta7nw of 10-C-4) ! 1 sa ra bral ar cyan s to Che 000,11v s'3 tine of go xas in 70 arr * T x , Parjr i � fit � 0:a tg� Eaw �aat and Pignt- f way: a� €feCasae t t y ita trtt r�stt t��csrJ? �i r, �rr'tarn 1062, p #n £t� of It Deed Rmords it ovnty, Texos THENCE Sou It FWM 30' FM along 31 °a� t~t�tfit -Yost t;;ti of a f`a-id 16, r met Light ��s`3, {r t” toy to E bemvol, ani J aht'ow"Cf'Y 6y, for a ��'�v`Woro f)f zK4A'Z feet to a pool fir }fpw at the 1}'001011vi .� of a t�l�rt -t ngg'ani c �'� a thp, fight via itr i , THENCE in a NOM-me-MA-34Y dii r 't, at curve 1,r t? right t � t �; 1,6 jft r1a Sri t drag asf hd�in ri 3' ' 'a i, i4 d d€ r of f €1,f a,�t an r tags tti s13 2 f i tGt lymint 10"T t;uffmr, THENCE North WeM kw a di t aar;o Of Mi'ti 16CA tip a P0411 for mmv at the t)i irtntr of a c arvf in 11,, toll: 1,7/ z_ 1 P27 - 'KTIIM `< 4 !it" OM f" itf. viva i' @it 4 THENCE 0 a Norihox,,�ttfty diroctioo, Akgrp S-w'd curvo to the ieft haying a rentral alvsn of 26'(YTltr .1 radius, of 305,05 f€ s. t, 11 Ow'&I bltayi4rOtt of NOW) (�4,(V2,7 O1ts,_Fd, ki 6wup"co of I JA 05 fietit toed no air, taroll 0, feet 10 0 PDi.91 (Of COITIOF THENCE of 71,04 foot 103 PO4-M for omor attfie tw9foning of a cume is 6-AI, THENCE lo is Westerly djrr-ctlilrj, alo('4) Said cvrve to I'T'le fel, ttav!410 a c tittaj ankle of 5W1 ITM, a ralfiJ5 (A; 07 55 f a c-bofd bcariq of Sauffi 8-V49253' We t, a ctlwd q 4jance r)f 101.02 f and an am length of 1194,23 feet Ic a Point for cwnef, THENCE F,,OUOI 65'43'9,A' for cl (3istan're, of 12, fit La, a writ fo,�, carm-,T; THENCE Noilh 12'24'49,-1 WPA fol a d32L4me at 18.10 fry t to a P-NM for comer" THENCE Soulb 73"1746' Wfttl fat i (Ji,,tsncn cif 24,vu7 freA to Ow MINT Of' SEGMWNG, Gild crr1tsW%4 1 17 4 Acid 6f land, m6,,e ot fens, rtIM,-T, R,P t, NPAMM4 Too-gut NO & PeAirm 1517 Con vo mace OfIVA, '600 32.0 I "knift", Dato: tlovemb,�)r 10 2014 OWE'13222 - �Wakla 4 Arrom, Fig-4 CL 11 OJ bw6 mom z z 0 Uj ca U- o cr Z 5 Ld OJ bw6 mom v� --- CL x s' 141 lowo, IV) CL ui'�. '� �- •---�_ ,��, ,,fir k � r 3a IRV $ fitr� A. 51 ;i . a ? a tip �JiH EA ot MM� MAIN tl-�t mom d 3 AmultMENT 3 TO EASEMENT PURCHASE AGREEMENT EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY ACCESS F-ASEMENT BONG a 0,332 awe tra, =at land in liw WFAer Stjrvrey$ A"Itacl Nl,,>, ITV Ord the M,E.P, Ralitow company svfvfvy. At�,,Vacj W,40. DOW, c1liez at rl ltqn OnW (, loll c&jjty, Tpxarj, and beirtg part I a caiW 2 JCe6 acct tract of WO dpes-cfk-ped In 4 Dead to Wlf,,A n 4 Nve,,1o;ymnI, LL C, r•omdto in Documept No, 21112-121626 of thft- Peal pgopwly net zj& of Dellton, Cotmty, Texas, as tetn m,,"v f?rt trtrtrty fokwn- COMMENCING at a 1Q, iRch u0-1 rod fdond for conner to, the Sokith finw of vvvvuy,r Dovo, a F4, wide t'agN,0f-,t*;1zv Ott Ilia Plat of WirnhIt'41r, Watle Phaw 1, tv" to"co-find 4 cilsteal C, Pago 31 of the P01 pervd& of Denton Cowtlt9'. Tevz-A, s" point b6nq 3n inf,000,r comer of 11w at: ve 6,hl-d 2f.65- av-,, VaJ, THENCE North 17*19144' Ewil Wmmg tjf+ -z 0 V33.05 feet to a, inf for comer at ftie Socuthc-ast rno. Of tulid Vvinworl Drive oilvt of-way-, NENCE Nomts 12'40"22' West a"19 It-if-, Eost bric of sa4J Y 10 Dfk-,tj ry fj,,,tatamo of Z6,63 Icet to tj pNw, for corn er a, tt,(t POINT OF Bv- It NJNG for taro tlofeirt des VIVI ea sernenl; THENCE NfX11) 12'402,2' West atot-q file E-,;Rst hnw of -vold wlnAorl i-nive for � tut me 0 16,215 t to a P011A fco c-arow, THENCE North 6W4 3't1- jl,=,ltsl the Ens( its of r�,Jid wilp4torl Wve of 1 f*-,,fAt to a t Jrat for comer. THENOE North t,a14 447- En M to t n dis"'I'mce, of 29,0314 t to a P01411 f*( cof nat I TT,fENCE t Dulh 84*.?4Ml' East 110T a dlirjranm of 1141 78 feet If) a PVJPA tot cofnpw; THENCE 5-mith 2TOVS�R" Eas' fors di3tance of 23zill feel W a 00int tot o-ofmf at the begin rqg Of A cUrve to that TW� NCE it) IN SmIlmLz1Mo;!y dliaucltrm, al'ung "id culvo to th'a laq hav4jq as cejtije4 �4rg'+3 e,)f 61'49'4T, a radlus, of 60,01 *1 po�t fro rmt, THENCE North WT41Y EWA for a diaWinro of !�0,07 ft-c l Up to Pt,,i -q Im cotncr at tt L--Q5nWn9 of a cul-vO 10 4t h THENCE to a rlrw-lir�n, 44exyj said cuwe to the rig4if haviflrl a centtAt Ongle of 22'3708% a laditm; of foM, a cfwd tut -ozinq of Souill 7 9*36'42' LA51 a r-tu)m 61atance of 46,83 fret acrd An arc len,91h 0-f 47,14 feet I ID a pe; n I f Of cof P, 0 r; T14ENCE Sculb East fait C�llvw to llw ,ance t for rorne�f at the j.,cqinmnq of 6 hi THENCE in a direr-lion, '41"ung sato txqc- I't 0-4 ItgIll havivig to re-11(al art"Jit ol 08*W W, is radkr, of 120,M- finWj tIC-StifIg Of S614h 64,17,10' f-as t, a c4",,>rrf jjistarc,0 r)f 17,04 hv—t aT)d on ajz� length of 17.06 fimf to a potat (or cnznel-, THENCE Sm4h 64)'1' 3' ` East 1,of a 4,, tarlm of 5919 feek to a poif 4 fol oxnet at Inc ct",c to the r4,ht-, 1HENCE h a 15auth"Stelly directiort, abpq SaW cufvo it; the Ik"t-A 1",aving a central loqtc of radniv of 120V feti, a cliord bearing of S00,I) Stj*2yW-- E�Ast, a cbotd djs-tafx,#) of , 40,04 feet and at) WC IMgUh of 41,14 fevel to 0 polol f:x com-er, T14PNCE South 40'3A'3f)(' Ea -41, (0,ra tlr t ram of 75230 f-4-el If, as point for com<��r at ow- 1 tjmninq of a cirrve to III* iek DW132ZZ- Wmwn 4 Toaqvxwy Afxv-�-s EwM Pa�,P� I or4 5 THENCE to a S lliv asterfy dim- ci= -rs, f5kw -, -,atd nwve to tt left rwrvma a cefitral arrjfrr of 16.O t'15 -, 0 cadus Of 0 01 leot a t hot arzag (A Sfaka?ti 48'34!47' Eau!. a CMF4 d Ui of 22-78 feet and an arc Iro,91 s M .12, 5 faell to THENCE $oulfs '3416b' E'vfd fol a dinlasme of 4A" 1 fee't to f or"t IV comu at Itie tom:' miN 'of a mve to Me ieift; THENCE In ar Soulh ew-;t`fly taafr fxot) aik)nq Soo ofav I* Olt left havitv a oendraat 809"a of 201147R", a rya us 80-011 + o rhoid %g of ulb 68 *42'1 ' k AM, a chord rtrstana-A of 28.1; feet and an au- Itnotts t 21,77 f� tt to e pow fait Q-Y r HENCE Sowth 76'4 24' gall f x a &'.ours of t j5,53 feet to a pc,,j4i' `, , cvirwr at i" btjo tog of 0 rlOW 00 th tfi Tl CM: In wl LAStafly affraa-Moo, aakmq rbrtfrt mmvo to the left hawng R r ttra! rat 221'2!;4 ", a radkm a 180,03 fret, a ct€ard taear °r =q of &x1th W O> 11x" Last, e Owd dittance of 70, km% as d ray wC tenmith of 70-47 ,tf t to fa Point frK r:t3nmra T+WNCE NwIta 'tanr f. -Vxt fus a dN nco ref 15.65 f i to as ant to; rofraps ki Tina Norlhwest ime of an exxi0mg 79 tuft, T m; Bower & t_ lta4 Cars parry t-av tmot Harm,# R=tl9af,rjekVoy, #T4 a,fvf�� r1 irk izt�tsl �a�st t, *���s�E�d ai Vries €rte 1%2, f'aq, 62 M the Dcrd Recarda of Dent N-i L,ouAty; T�oKa ; THEN?,'E 5ot€t i 51'31 33' o' J aloog file f4o41hwn:s1 firm of �,aitt, Tv as Pcwer 6 Light OMrsy�.��aa y E8Lftflle st, to( a dii�tact`ac* of 4{)45 foot to s rarft f+.If co ,or rat the be inns (it ra €,r n- i"C-4jt otrw= to the Tight; THENCE in a L'sreMwdy dimeliom, € opii€tio ttta Nodtmoa sl vr* of said TeX81& Pr_sVot & Light ( trar;f)3n)( and gtaara„1 said rt ara -tom t two ve to the right itasing a rstral anpIt -, of 22*75k4r €u rrarlw's of ZX103 feet, a 010M k arfrt of 01h ffa'07`16 V *, it, a c livo 11alutar.,aw P' 77.44) t l orxf an a€ . ?1tb of 78-30 foot to a Point fDr c s rtes THISUCC N-w1ta 16'40.24' Well ko of l3m�'i fe�m to as Point for co-'re at f*e isepm-Mnd F0 a .Curve to ltea right; Tf4to,tiCE in a t%tfa mo y (faraction, <almij id fyairtaa'- to ilea tl f)l Isaavr ng xa cEafttr i W)qto of 210* 147 a rat km of 100.001 feet, a auttcrd Lvearksq of Wf€h 1X3*42 1 * W,4 -11., a r1lad &0X Of 35,15 frx011 Hrld Oil utr rwel to a point 4oc Corner; T140 P'f to 'S fur i for at dmtanoo of 4.it1 fem to as pCint for Co, nee t tixt beginning of a clurve to the, t fate T'H,�E�N`C firs n Nimil rmlet y cltrn Un, taking said curve try the r lct haavira a central angle of 1 ' 0'15.: -a raaalfra f 1l~y Y02 legit' a sr 10rd bt-mr-09 of North 41'34'4 r WoVt a chvo di aim--, of 27,65 feel anA an (10raoth of 2t. 194 felt to a MAnf for ma v f THENME> f 10h 40 *34' 3g 'west fear as f5f0am rat 75; feet tea a pc,?At f0f darter at the B �tfmin of 0 Curve to Um left THENCE, in a Ncrsftavaoattras &y diredtnsaa along said Carve to the Left h oinq a f r ratral aria 'a of IW38" 1% za r1ditt< 64 100""Y2 (pet, a choto tearinu of Nonth 50,23".145, esl' a chord Owmwu v! fefzt art r:tt €far, lewJ41s of 34 .26 feet fts a Ant f3or?'.iadilvt THTa!4C „ sfcrlti f 't, OD, we—ril t r a1lAta"'oe of 5A, rff lem to a Tsai fair CX'fner at tho to gi,'st i' of a w 4o lira? te'tt, TMPNCE in as Nca°ftawmfa:rty €f ectsaar% Aloii salsl Cum to the #,aft having a cvntfal aa°lgfq of OVOU -3F, a rvdimL of St 0,{12 fep t, ra r 'rrff ir€aat , of t�twdh 4'17 "1�r °� vi,-1 as cfzcid k6sk�r,ce of 14,20 feaet errand an arc t�srtatfl f 14.22 feet to „t tY int f,-at (7 4flef; THENCE f4mtta 613'21-38- if eve fo, a d +-,t m"e- of 11.52 feat fo a o"rst for Comm at the begimlin. of €s crirre tc� thr loft; THENCE In 0 f € wk—ste y irerA)m 10s)g Baid curve to the loft ha' ng a i IS s`at t4lo of n''390 -3 0 rafts of 100,02 fee`, a chord bf aating of Nic- tfa '1 ';t 42' W(*it, a 0Yjr -d distance of 399 03 (vot m! nine Oil ar-'ragth of 3'9,28 f <ail 143 a poirif fate a era tr Ttf flC SejUth 0,01f,18'13' West (or a of +pit t 7 foot to a laowki t >,� c, t?a$ At 6i f of a coaunt to UVI raj tai THR4CE- ir, a NNl!wvf-&Wo6j difef-liogl, along ;a4 rupvc to the fig,,tit JkAvjt-,U a cf,*f)tra -1 niKU� Of 40*24° T1% 0 fadiVa Ot JOW12 feeL a (hwd bemire al Notill 70,4wfw�l W" t, dist6ilf-* 4,oi and an iifc 1 €f7 rat 70AS fr-TA to g point f*f cwwf; THENCE t4od450 'WOW Weal for a dvuririte cJ2,9,31 fed tc, q rg,,661 tof r—imr, Tt4r-,NCE S�MAft (W4,V51' West fm 4 dlfit nk7V' 01 28,M feel, 10 010 P01141' OF SEEGIWANG� z;fld cJAAWAlhI il••es 0i'mild, mam, 0, umcm, R,P,L,S. No. 4459 Teague Nalt & Peikims 617 CeMfe Ffaco Wive, sw!�� -120 Trman 7fr2M, WI-383-4177 Ualf-, &&cemb,--o 2,6, iI14 4 Acl-V* �FVM Page 3 cl? -1, 11 i fir,¢ � � � �$ � ,�' �a �. i �€ .,!fit :.s w � Y l n M zems"' leg I 0 -. . ., � � ; z�• -..r ,lei � � {� t' 1#i Fu r33� t1c LAO CihY�� �"e ^ftaA P 44d Un n lie ma Cr y.- M Z fi Vol ow- 2 11z �rA CL�t mom �, a yi ci y 1\ ° d R a ,. 4q CL c N p L.� �ry I t +� I— z to _0 tat m IX 0 i ::n , u ic.� 6 Q d R a ,. 4q CL c N p L.� �ry I t +� I— z to _0 tat m IX 0 i ::n , u ic.� 6 ATTACHMEN.T.4 TO EASEMENT PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE' ANY OR ALI, OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TW,�NSFERS AN INTEREST IN REAL PROPERTV BEFORE IT IS FILED FOR RECORD IN THE PUBLIC'. RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER, TKINVORARY ACCESS EASEMENT Winston 4 Development, LLC% a Texas limited liability company("Grantor"), in consideration of the sum of Teji and No;100 Dollari and other good and valuabile, considcrattion in hand paid by the City of Denton, Tcxas, mccipt of which is hereby Acknowledged, has GRANTED, BAR(JAINED, S01A) and C0NVEY1--`.D and does by thenw pre rtes GRANT, BARGAIN, SELL and CONVEY unto tine City of Denton, Texa$ (Grantee"), '415 F. h4cKintIcy, Denton, Texas 76201, A ternIvrary access casertlent, In, along, over, upon, under sand across jhe� followitIg property (t e Proer 1 -y ), 0 n W by them, arid situated in Denton County, Texas, located in the Gideon Walker Survey, Abstract No. 13A Cities of Dentonarid Cbrinth, fieat , (7ounly Tcxa-s, to wit: PROPERTY DVSCRIBED IN EXIIJBIT "A", AND DEPICTED IN EXHIBIT"11" BOTH AI-TACIIED HE RET0 AND M.A1)E A PART HE-REOF For tile purpose of access, including the free arA unintemapted use, liberty of passage, its g-ress, egress and agree, tit all times, in, along,, over, upon., under and acrosss the Property to Grantet herein and its agents, ernployas, conitactors, are and reprtscntalive . It is agreed that the Gn-ntee, in consideration of the hcnefm atvve set out, may rernove from tile Prop,crty above described, smelt fences, signage, building:.,-, and other obstructions of any kind as may now or hereafter be found uport said Prope-rty, for tile Purpose of' access In, alon& ovet, It is spec dilly stiputatcd by Otaritor and Grantee that the wopc of the aov;es� shall further include the clearing and removal of vegetation and trees that exist within the Pmpeny. The teat i. of this gratit shall expire on the earlier to occur of (i) one (1) year from the date oftht "Contractor Notive to Prot"-d Letter" (cit the Tu-sicy Lane to Pockrus Road Trarmnaission Construction Prqjert; or (H) 2015, Grantee agr"s to indcmnif� and hold (Irantor limmless from any third party damages that may arisc as a rcsult of Olrwitcr,'s wivitivs on the Property. TO HAVE AND TO HOLD tinto, the said City Pf Denton, Tcxas as afomaid for tile purpom-s aforesaid the premise above described. Witnes s our ha-nds, this the day of 2015. BY: By: WINSTON 4 DEVE-LOOM LL C. a Texas limited liability company Slc,man 0, Gee, Managing Mernbrr CITY OF DENTON, TEXAS, a Texas home-rule mun.,cipal i vr�oratioll Ca arse C, c-all-4pbell, City Managg�r N ACKNOWLEDGMENT STATE OF TEXAS § DENTION COUNTY § This insinjincrit was acknowledged Ixfore in,- on tht ---_ day of 2015, by Stewart D Get, ManagingNMember of Whiston 4 Dcwlopniunt, LLC, a Texas limited liability compmiy, on t-chalf of said limited liability company. Notary Public, in and lot the State of Texas STATECIF TEXAS § DENTON COUNTY § This im5trumem wa-i actai*wled&M befam me on the -- day of ,2105, by George C Campbett, City Manager of thc City of Denton, 'I"exas, as Texas homes ', rule municipal corpota-tioa, Oil btftalf ofsaid municipal i DoT porafiom Nowy Public, State of Texas APPROVED AS TO FORM: Anita Burgess, City Attormy Acjct.-pte4 this — ' day of 1'(.)r the City of Dentorl, TeX&-, (Resolution No. 91-103), By-, PaIll Williamson Real Estate Manager I AFTFA RECORDI N6 RE III City of Denton — Enginecring, Dept, 901 - Tcms Sire ct DentonJexas 76209 Attu. Paul Williamson MIRM LEGAL. DESCRIPTION TEMPORARY ACCESS EASEMENT iNG a 0.3 ,lz wo Into of knmt -il-v alpd in tile Glee sfiri '+}`s'at"r ia, oy, Alastraaet No 1330 raid tfio fr7..ER, & R Ragroo. Carnpany Survey, Ab; tfacl Afa_ 950' OW-s of Donlan mA Corinth, Penton Gounty, Texan,, and bet, pail of a cafied 2-11,0 15 ar ;io Pact of land deswioe t In .a f3ed iii tfi7wlmora A lo;gvent; Lt-r=, tecr;rdff d 141 D%urnebt No, 2013-121b26 of inn Real Piroporty f °,*r3 pvJ (f U,eo n Co,,aiity, Tex -qs�, and being MW taettic -00ffy -ascriraoj as foftcr; COMMENC3NG at a 112 inch aon rwJ found tot t l'€-r r) the "at=th fine, ofwinsion iron,, a 60` widen righi- of.way pef till! Pleat of Iol ltoll vii age f'firaw t, as rw;on:lokj iii s;,i binge f G4 p a t 31 of tins, PWI Recof of Denlw� County, Tfimm, said pairit being at 1011 ;I ior cwn"f of 1,1w ,at<we riled 21,65 art 0 fis act : THENCE Nw1h 7r1444' Ervil afevvj ilia soastfi Arm of unId wimtoyi DfWe right gf way, for o dittarf,* tst 163.05 Teti I'D a pGhw for ct%mer at the tortbeasi r or"af of ;- tj ftnitor, Diva fight-of—Sy, THENCE North i °�£) "a7 Vail {n-i J file Fri'M ft,awe of Bald Pin -Mean Drive ri ill. moray, Icy a dt? taro- 0-f 26A.1 fa t to a point for mxmr sit the POWT OE INN'IN for the hoe-em tl *7'1'h0d eau'lMenh THENCE North 12'403'22' "id o *t conlinuing aifls tho i�afit Ime of sairi W'ss &ti)i) Onva n9,11- of,way fear a diBirin US 15.X feet to a Tern# ffA coavea, THENCE fat a h f-,6'4:3'`a1` lust depawling tl feast !'stir. of ;.and Wlin4ton Grive r lal-of way, for a di larw�p of 12.19 feet to a Will for ournel.- THEN,CC Norlb, 53'14'47' i -aksl for a distance of 219-63 field to it I Itrt fief eA,s,:rt'lof; THEN E Soul'i 84'24'3 &" East fat a dfem ce or 15,74 feat to a point f *"f corr:wiri 'T#t C gWli 9 *01.15 ' E f for a ('—kf ,nti of 2181 feet to a point lot cornier of file horginning of 0 carve t) thso I01t 111E E iai a Soutfinaslefly d1loorwi, ah-IN wlil curve rr to fig r 1t fan a a -jt,= ian of Ct ?' b A3 °, a saditxa cft T '01 feel, a 010#d t Oran i of iaffr off ` ? Ea�1. r 0ioM dtttaric�- of 51,30 f .t and on om fengt i of 6,1,(? feel to a f Qini for rrtrif ; THENCE Norl'r l� Lia'1 ?" Ea.a' ffY sr dirxlaaice of aa:07 fe iel to +a po4nt fry r: fsir'r of ff begi iiait?9 of o ouNw to the P'06k THENCE E iii a soulfte vflelly a ito(jiw), ak�41 s a.'M curie fri It* tiplla1 having sa A: enlrar wgle of 22,30W, a radius ius cif 120,02 ket, n Jiprd ba afing of ovil -, 7T36'd2* Fast, a rkwd dtslanr_e of f,; Al feel and tart arc tength of 47,14 fan to a iairii for e xxnar, i#1ENC:E Soulta East for a this! *app of 1 t 52 feet :0 a poml for otg ea• al tiie� teggnqgng of A curve to the THENCE, Ifa a ``c utherf *terly dtitc3ron, Metag said clove to the ri hl haviraj a contras a i' of 08'(8`W' a sa 4os rf 120''b2 feel. €a r:13 fd beaarin j of S€aerfra (W 1 r 1 tf E lk a r ftarC# dfalaf eta rsf 17.N fe.-€if andan it irrf`g1h cif 17-M leol lei a z3rit. fart THENCE E' f saifi ,i`i;i''$7" EaM f; r a di 1 i r� of 5,9,79 fie =t tee a rx,4 1 ' �tme >r a! tfi� �- cjinning of a genie to t ettit; THF14C F- try A- Fgilutfieka!Awty dife lion, along sraxf airve to lain riom having a re rAfAf angle. of 19'38'221% a Wlqus rif 1 ft. foal, a 010fri a iaainjj 0 �"*o lh S0,23,60, Esasl, a alpryl tliat€fr (,if 40 f feot and are lexirglfa of 41,14 feel to a tni fir r° rr r THENCE South 10'34`39' Us,( fir a sf!s %law of 75.30 feet tD a Witt for c<rrias at time tf gonninq of a a °afvo ho lie" Well, THENCE in -,* SoWhoosrt,-ily 414mclion, f'Ilmig ""TJ f"move to the Ieft having A ce'vilifil anglo of 161-1XIS" a (ndlos of P'GI)l feet, a chcod b"wory of South 44*34'47" E,3st, 0 c1lord, 60 ante fefil afKt &,) r ; lenoth ol 22�35 te f-I fP a parmt ITO r-off's'e;, THF�NCE ',S3rgjth W34'5,5' Eaf°sI tot a (ImIancx, of 4,61 feet to a Point to( corof'f at th� beginrwMig of 0 a0ve so 1110 Wfl, T14ENCE In a Soulheoelefly dork-iien, Atortq roid rurve In The left hwing 0 MMM4 Ong)0 Of 2,0*14'29', it failiur, of W,01 fefl, a c;OOpj tioAfing (i! Ceu*tr 2 2 1 - -,Rd an am d di talme a length of 70 27 friel I0 a point fog comet., THENCE SWItr 7W4924' EIV fo," a divzmcn of 135,5I feet to a f'yainl fol muAff 21'. Pro be4inniN ut a curve to Vie THEINGE ir, are Easietly alonfl, Said culve if) jilp tuft luiv,4V o mural angfe of Z2'2543-, 9w tacit's Of 1 #ttf.03 11m, a Ovid W-inns; Of S'will 86"W"16' Ea t, a r1toud dicta we of 7 fe-ol a;id n-o a1c ttngtli of 70 4-1 fleet to o jwfiot tot comw; T 4ENC E Nodh 80'5a-3 3' East for a dactow of 35,65 fee-I to I f for r"" in the Norf)wwrmsl Im of an 0*1.1frig 70' v4de, Teyau Pow & Ligh, Company Eowfwtil and RVA-of-Wfay, tae defined txy molul"fil ki vokime 1M, page 62 of fl-It vli�' o I Records of Demon COU411 Y, T F�:il S THENCE Sotilh $1*31141 east aiore lbe Mwttnimml !w-Aa Of $4i(1 lexas Far X [J UM CmIpairf fiaseniont, ko a (11.11arrrxi 0 40,U k,,el W, A for m- tnvf rat the t�girtninq of as non-tancteol cunre to flat) fight, THENCE in o Wi-sAii4ly difeco , dev. oif'tcn A*- Nonhwesl fine of rwid Texas Po�Avi & LVhf Cornp-amy Easemant, and Wong 5,40 non'tangetit curve to if*- n9irt Ijavfrvq 9 C*roses: rn9to or 22*25,4;r, Lj raijus of Zocj,03 feat. a rim beanng of Nail lla'02*16' Vvlef,', a Owed r)iftjanve of 77,80 feet and off OM fivig1h of 74,30 fee', to 8 Point fr-w 'WrI101-1 THENCE North 761419Q4' %fficsl for a dimancv of 135.53 feet to a pairit for cormf at 1,119 tx-gintung Of a 0-gve to 11-le P911t; THENCE in a Nodhwesleity clifec-fi on, 'mmo €;aw lwfva to it* right tea ring a centraiI angto of 20*14'2Q'. a m0w% of 100-02 feM, a chof d hewniq of t4ndh Vj,*42'111" West, a rAxqd ifliOnar".e. of 35 to feel ond An ow" leogill of 3fi , '-33 feel to as polnI for Corner: THENCE Nwth, VVent fr4t a de to of 4,61 feet to 4 poir'l, tot r�tfw at tlaq of a curve to the ovhl; THENCE 4t, a N(xfX?.%*slwIy aton g sak) cjmt so If* right 1, Lj,,,ring as rxnjraj aNle of 5'. a fadktj% of IV102 feet, a cfmd beating of NoTtli 48*34'47' Want, a rf,,ord diqtanciz of 27,85 fe ! and 5n arc enqlh Of 27,941 f6el to a pokit, for Gn nef T14ENCS t1 40'34'3q-'We*I for A d tanced' 75,30 too j w, a point for tcnrpet at the begriuvqq of a cufi,'a In it THENCE in a Nonhwesteffy 64-ech0o, aloog saul wva to the left hatrio-4 a centml art is of 19'3621", a fodim of 100,02 teot a charct Leartnq of Nooth 50'2,,1'9 y of 34,11 fleet ant) ann(c tit qth of 31 . ?E feel to a Point lot COTMK� TH E NC E Norl ff 60* IT (9) " Wo tt 104 0 dj r r of a we l: -,tan 4 Imef to a V0.01 for Comet V, Itle 1*9innIng , c'v 0 lho left, , of 60, 71) 1 - THENCE to a Nwit-w1eily oiref%oll' 4,10tv-) paid curve to t" left havinq radiur. of a r�onfrat ttoglo r . , it 100,02 (eel, -I choTf-f br-aflm) 0 f-4ofiti West, a Ch�vl di,4ww-* Of 14.20 far=t on,,j arl gic jenolli of 14 22 Uket to a 'Mint fol comef, THENCE Nolh %Na5l for a 431 11 .5p ,cif ' lo a f)Agjr-q (of rrrTjct bi pic. b in q -jjinp of a curve #a #fay if THENCE in is Mjithweblotly ijve `iwl' Alf"vog said curw to trio 'on triwvitto m oentual apVje of of 1 02 ("I' a Oto(d benimg of Ncath ';!)*MY42' VVeM, a rlvord dintan", of 311103 (nial and an are lengib of 30,28 10 a rant for CQrnef THENCE Soviti 89*W13'- Wex,-t fow a coslanre of 4ft,47 feeti to if r-ont for coroar at Itio twxxRMrvnq 'of a Curve to that ricTtal lVmV#-w 4 I0;q4wwfvy Acces; Esmir THENCE in a Noolfiwem,#ffy atettio'n, ak�mef &aid tAxm-z to n-w fight havolo a W-fitf-Al anift, qf 4t1*21Wr, a ladium W 100-02 feel, a vhcqd bowi Nooh 70*40'5f," Wes', a Om m divatw;e of 0%01 feet of"4 On OTC lengm of 70,46 test to as P041i for Mmv- THENCE Not) 50' `O ' X51 fbt a distanc-P, of;A31 feet to P pNnt for oomec THENCE Soullt W4151' la' e5t for a IkOnoe ol 2`0-55 fttl to Ov, POINT OF BEGINNING, aQd cvlainmq 0-322 qaoa of land, mpst. or ter-S. 8. TUffsof RRLS, No, 48,1,.; Teagun Nan & �efkjmi 1517 .+a r-do pfu* o"M5, suilp 320 Conlon, Tex^: 767 D4-,er, Detember 216, 2014 CA; 7 03 g� as It � $ Alt It e low 0. � 0 Z U. tit -t 0 �d 0 Ui c x 2 �s Y rt? �� ak �4 11L c� m� 41 I An 03 g� as It � $ Alt It e low 0. � 0 Z U. tit -t 0 �d 0 Ui c x 2 �s Y rt? �� ak �4 11L c� m� 41 111P CL A- "'��"' �� e 01 �y kX ,¢ A u Of q 5, e Ip i p COD to- t� OZ r w W 0. OW ors Z �a - �Y l - x Ic x HIS ' loll A HIwo 51 sIS h 6gg 1p i nj t r is a P ,tit z r a 44j-"P # Hit All-ACHMENT 5 TO EASEMENT PURCHASE AGREEMENT EASEMENT PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS PURCHASE AGREEMENT (the "Agreement ") is dated January ,�9, / , 2015, but effective as of the date provided below, between Winston 4 Development, LLC, a Texas limited liability company, ( "Owner ") and the City of Denton, Texas ( "City "). WITNESSETH: WHEREAS, Winston 4 Development, LLC, is the Owner of a tract of land (the "Land ") in the Gideon Walker Survey, Abstract Number 1330, being affected by the public improvement project called the Teasley Lane to Pockrus Road Transmission Reconstruction Project ( "Project "); and WHEREAS, City is in need of certain easements in, along, over, upon, under and across, a portion of the Land, each related to the Project; and WHEREAS, City has requested from Owner and Owner has granted to City a Temporary Possession and Use Agreement for access to the Project through the Owner's property which expires January 26, 2015; WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary real property interests for the Project; 1 1106' NOW, THEREFORE, for Ten and No /100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: I. At Closing, the Owner shall grant, execute, and deliver to the City (i) a 1.174 acre Permanent Access Easement (herein so called), in, along, upon, under, over and across the tract of land being described in Exhibit "A" to that certain Permanent Access Easement (the "Permanent Access Easement Lands "), attached hereto as Attachment 1 and made a part hereof, for access purposes, as more particularly described therein; and (ii) a 0.332 acre Temporary Access Easement (the "Temporary Easement "), in, along, upon, under, over and across the tract of land being described in Exhibit "A" to that certain Temporary Access Easement (the "Temporary Easement Lands "), attached hereto as Attachment 3 and made a part hereof, for temporary construction, grading and access purposes, as more particularly described therein (the Permanent Access Easement Lands and the Temporary Easement Lands are collectively referred to herein as the "Easement Lands "). The Permanent Access Easement shall be in the form and upon the terms as attached hereto and incorporated herein as Attachment 2; (ii) the Temporary Easement shall be in the form and upon the terms as attached hereto and incorporated herein as Attachment 4 (the Permanent Easement and the Temporary Easement are collectively referred to herein as the "Easements ") (the Easements are collectively referred to herein as the "Property "). 2. As consideration for the granting and conveying of the Easements to the City and the covenants contained herein, the City shall pay to Owner at Closing the sum of One Hundred Thousand and No /100 Dollars ($100,000.00). The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation ". 3. In addition to the Total Monetary Compensation, and being additional consideration for the granting and conveying of the Easements to the City and the covenants herein, the City shall receive an Option to Purchase to purchase 17.00 acres, more or less, out of the 18.71 acres situated in Denton County, Texas, located in the Gideon Walker Survey, Abstract No. 1330, 4 xNblit 1 Cities of Denton and Corinth, Denton, County Texas, and more particularly described in the attached Attachment 5. 4. The Owner shall convey and grant to the City the Easements free and clear of all debts, liens and other encumbrances (the "Encumbrances ") SAVE AND EXCEPT the Permitted Encumbrances shown on Attachment 5. The Owner shall assist and support satisfaction of all closing requirements of the City in relation to solicitation of releases or subordinations of the Encumbrances and other curative efforts affecting the Easement Lands, if necessary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 11, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 5. Owner stipulates that the Total Monetary Compensation payment and the Option to Purchase constitute and include all compensation due Owner by City related to the Project and the transactions contemplated by this Agreement, including without limitation, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, value of, damage to and/or costs of repair, replacement and /or relocation of any improvements, garages, turf, landscape, vegetation, or any other structure or facility of any kind within the Easement Lands related to activities conducted within the scope of the rights granted by the Easements, and interference with Owner's activities on the Easement Lands or other property interests of Owner, caused by or related to activities within the scope of the rights granted by the Easements, whether accruing now or hereafter, and Owner hereby releases for itself and its successors and assigns, the City, its officers, employees, elected officials, agents and contractors from and against any and all claims it may have now or in the future, related to the herein described matters, events and /or damages. 3 ExNblit 1 6. The Closing (herein so called) shall occur in and through the office of Title Resources ( "Title Company "), with said Title Company acting as escrow agent, on or before 5:00 pm on January 26, 2015, unless the Owner and the City mutually agree, in writing, to an earlier or later date ( "Closing Date "). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date shall be the next resulting business day. 7. 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. 8. The date on which this Agreement is executed by the Owner shall be the "Effective Date" of this Agreement. 9. A. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 10. 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. :I ExNblit 1 ��� 11. From and after the Effective Date of this Agreement, through and including the Closing Date, Owner shall not (i) convey or lease any interest in the Easement Lands; (ii) enter into any Agreement that will be binding upon the Easement Lands, less and except the Temporary Easement Lands, or upon the Owner with respect to the Easement Lands, less and except the Temporary Easement Lands, after the date of Closing; or (iii) enter into any agreement that will be binding on the Temporary Easement Lands, or upon Owner with respect to the Temporary Easement Lands, prior to the termination of the Temporary Easement. 12. Any notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: OWNER: Winston 4 Development, LLC 1120 Claire St. Lantana, Texas 76226 Phone: Telecopy: 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: Larry Collister, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382 -7923 ' C- [�sr 13. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. Time is of the essence with respect to this Agreement. 14. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Easements. 15. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City, or parties involved in or related to the Project, that might result in the taking of any portion of the Property, City may, at its election, terminate this Agreement at any time prior to Closing. 16. Buyer, at the time of the execution of this Agreement, has forfeited its right to do business in the State of Texas. Buyer represents and covenants that Stewart D. Gee and Stacy L. Gee are the sole and only members of the Winston 4 Development, LLC. Seller, at the time of the execution of this Agreement materially relies upon this representation and covenant. This representation and covenant shall survive closing. CITY OF DENTON, TE S By: GEORGE C. CAMPBELL, CITY MANAGER Date: 52015 ATTEST: C APPROVED AS TO LEGAL FORM: H. xhlilit 1 ANITA BURGESS, CITY ATTORNEY By: Date: 52015 Exhliblit 1f 3M ►3 WINSTON 4 DEVELOPMENT, LLC, a Texas limited liability company Stewart D. Gee as both Managing Member and Individually as One of Two Members of Winston 4 Development, LLC Date: /—Z-c" , 2015 By: Stacy L. Gee as both Managing Member and Individually as One of Two Members of Winston 4 Development, LLC Date: , 2015 H ExNblit 1 Option to Purchase Date: , 2015 Seller: Winston 4 Development, LLC, a Texas limited liability company Seller's Address: 1120 Claire St., Lantana, Texas 76226 Buyer: City of Denton, Texas, a Texas home -rule municipal corporation Buyer's Address: 215 E. McKinney St., Denton, Texas 76201 Property: 17.027 acres, more or less, out of the 18.71 acres situated in Denton County, Texas, located in the Gideon Walker Survey, Abstract No. 1330, Cities of Denton and Corinth, Denton, County Texas, and more particularly described in the attached Exhibit A. Option Fee: The consideration of $100,000.00 previously paid by Buyer for the Permanent Easement and Temporary Easements located on the Property. Expiration Date: March 5, 2015 Contract: Contract of Sale attached as Exhibit B. Purchase Price: $270,000.00 Title Company: Title Resources Title Company's Address: 525 S. Loop 288, Suite 125 Denton, Texas 76205 In consideration of the Option Fee, Seller grants to Buyer the exclusive and irrevocable option to purchase the Property on the following terms and conditions: 1. Application of Option Fee: The Option Fee will be applied to the Purchase Price. 2. Exercise of Option: To exercise the option, Buyer must execute and deliver to Seller the Contract by the Expiration Date. Within three business days of receiving Buyer's signed Contract, Seller must execute and deliver the Contract to Title Company. 3. Termination of Option: If Buyer does not exercise the option by the Expiration Date, the option terminates, Seller retains the Option Fee, and Buyer will execute and deliver to Seller a recordable release of the option. 4. Seller's Default: If Buyer exercises the option but Seiler does not timely execute and deliver the Contract, Buyer has all applicable remedies, including specific performance. Page 1 of 2 — Option to Purchase t fz'L�l Optionor /Seller: Winston 4 Development, LLC, a Texas limited liability company wart D. Gee, Managing Member OptioneeBuyer: City of Denton.Texas eorge Campbell, City Manager Acknowledgments State of Texas § Denton County § � r This instrument was acknowledged before me on 2015, by Stewart D. Gee, managing member of Winston 4 Developments %LLC, a Texas limited liability company, on behalf of said limited liability company. �4 NICOLE NAKAYAH COSTANZA __ ; •�: Notary Public, State of Texas :e My Commission Expires November 01, 2017 11111 \\ State of Texas § Denton County § Notary Public, State' o xas This instrument was acknowledged before me on 2015, by George Campbell, City Manager of the City of Denton, Texas, a Tex s home -rule municipal corporation, on behalf of the City of Denton, Texas. NICOLE NAKAYAH COSTANZA ,_;• �= Notary Public, State of Texas e € My Commission Expires November 01, 2017 After recording, return to: City of Denton - Real Estate Division 901 A Texas St. Denton, Texas 76210 Page 2 of 2 — Option to Purchase Notary P lic, State of Texas l 11-v EXHIBIT A TO OPTION TO PURCHASE LEGAL DESCRIPTION BEING a 17.027 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330 and the M.E.P. & P. Railroad Company Survey, Abstract No. 950, Cities of Denton and Corinth, Denton County, Texas, and being part of a called 21.65 acre tract of land described in a Deed to Winston 4 Development, LLC, as recorded in Document No. 2013- 121526 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 5/8 inch iron rod with cap stamped "TNP" set for corner in the most Westerly line of the above cited 21.65 acre tract, said point being the Northwest corner of a called 1.37 acre tract of land described as Tract 1 in a Deed to Onyx Builders, LLC, as recorded in Document No. 2014 -28718 of the Real Property Records of Denton County, Texas, said point also being in the East line of Block 1 per the plat of Wimbleton Village Phase 1, as recorded in Cabinet C, Page 31 of the Plat Records of Denton County, Texas, from which a 1/2 inch iron rod found for the Southeast corner of Lot 1, Block 1 of said Wimbleton Village Phase I bears South 25 °08'52" West a distance of 129.47 feet; THENCE North 25 °08'52" East (North 25 °09'37" East - Deed) along the West line of said 21.65 acre tract and the East line of said Block 1, for a distance of 308.18 feet (437.29 feet- Deed) to a 112 inch iron rod found for corner at the most Westerly Northwest corner of said 21.65 acre tract and the Northeast corner of said Block 1, said point also being in the South line of a 110' wide channel per the plat of Wimbleton Village Phase V, as recorded in Cabinet B, Page 309 of the Plat Records of Denton County, Texas; THENCE in a Southeasterly direction, along the North line of said 21.65 acre tract and the South line of said channel, and along a non - tangent curve to the left having a central angle of 17 °42'39 ", a radius of 895.00 feet, a chord bearing of South 80 °47'55" East, a chord distance of 275.55 feet (275.43 feet - Deed) and an are length of 276.65 feet to a 1/2 inch iron rod found for corner at the beginning of a reverse curve to the right; THENCE in an Easterly direction, continuing along the North line of said 21.65 acre tract and the South line of said channel, and along said reverse curve to the right having a central angle of 02 °13'43 ", a radius of 2562.21 feet, a chord bearing of South 88 °50'16" East, a chord distance of 99.65 feet (99.55 feet - Deed) and an arc length of 99.66 feet to a 1/2 inch iron rod found for corner at the Southeast comer of said channel, said point also being an interior ell corner of said 21.65 acre tract; THENCE North 02 °14'31" East (North 02 °14'19" East - Deed) along the East line of said channel and the most Northerly West line of said 21.65 acre tract, for a distance of 110.01 feet (110.00 feet - Deed) to a bent 112 inch iron rod found for corner at the Northeast corner of said channel and the most Northerly Northwest corner of said 21.65 acre tract, said point also being in the South line of a called 34.36 acre tract of land described in a Deed to Jim /Heritage, L.P., as recorded in Document No. 2007- 123418 of the Real Property Records of Denton County, Texas; THENCE South 87 °46'04" East (South 87 °46'16" East - Deed) along the North line of said 21.65 acre tract and the South line of said 34.36 acre tract, for a distance of 762.02 feet (761.94 feet -- Deed) to a 60d nail found for corner at an angle point; THENCE South 50 °25'16" East (South 50 °2527" East - Deed) continuing along the North line of said 21.65 acre tract and the South line of said 34.36 acre tract, for a distance of 630.44 feet (630.36 feet - Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for comer at the most Easterly corner of said 21.65 acre tract and the most Southerly corner of said 34.36 acre tract, said point also being in the Northwest line of Lot 1 R, Block A per the Replat of Denton Lincoln - Mercury, as recorded in Document No. 2010 -114 of the Plat Records of Denton County, Texas, from which a 518 inch capped iron rod found for the most Northerly corner of said Lot 1 R and the most Easterly corner of said 34.36 acre tract bears North 51 °31'31" East a distance of 712.85 feet; THENCE South 51 °31'31" West (South 51 °32'17" West - Deed) along the Southeast line of said 21.65 acre tract and the Northwest line of said Lot 1R, passing a 5/8 inch iron rod found for the most Westerly corner of said Lot 1R and the most Northerly corner of a tract of land conveyed to Denton independent School District, per Deed recorded in Document No. 2009 -72433 of the Real Property Records of Denton County, Texas, at a distance of 13.00 feet, and continuing along the Southeast line of said 21.65 acre tract and the Northwest line of said Denton Independent School District tract, for a total distance of 542.15 feet (541.72 feet - Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the Southeast corner of said 21.65 acre tract, said point along being in the North line of a called 52.3097 acre tract of land described as Tract Two in a Deed to Oakmont Management Corp., as recorded in Volume 3415, Page 839 of the Real Property Records of Denton County, Texas; DME13222 - Winston 4 Tract Page 1 of 2 THENCE North 37 °10'42" West (North 37 °17'08" West -Deed) along the Southerly line of said 21.65 acre tract and the Northerly line of said 52.3097 acre tract, for a distance of 147.98 feet (147.66 feet - Deed) to a 1/2 inch iron rod found for corner at an angle point; THENCE South 84 °03'10" West (South 84 °00'32" West - Deed) continuing along the Southerly line of said 21.65 acre tract and the Northerly line of said 52.3097 acre tract, for a distance of 384.20 feet (613.89 feet - Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 12 °26'46" West depa#irQ the Southerly line of said 21.65 acre tract and the Northerly line of said 52.3097 acre tract, for a distance of 251.09 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 73 °17'46" West for a distance of 187.97 feet to a 518 inch iron rod with cap stamped "TNP" set for corner in an interior West line of said 21.65 acre tract, said point also being within Winston Drive, a 60' wide right -of- way per said Plat of Wimbleton Village Phase 1, from which a 112 inch iron rod found in the South line of said Winston Drive bears South 12 °40'16" East a distance of 8.29 feet; THENCE North 12 °40'16" West (North 12 °3359" West - Deed) along an interior West line of said 21.65 acre tract, for a distance of 51.71 feet (60.00 feet - Deed) to a 1/2 inch iron rod found for corner in the North line of said Winston Drive; THENCE South 77 °19'44" West (South 77 °2528" West - Deed) along the North line of said Winston Drive, for a distance of 34.61 feet (34.61 feet - Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the beginning of a curve to the right; THENCE in a Southwesterly direction, along the North line of said Winston Drive, and along said curve to the right having a central angle of 06 °01'28 ", a radius of 995.87 feet, a chord bearing of South 80 °20'29" West, a chord distance of 104.66 feet (271.81 feet - Deed) and an arc length of 104.71 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the Southeast corner of the above cited 1.37 acre tract conveyed to Onyx Builders, LLC; THENCE North 06 °36'23" West (North 06 °32'01" West - Deed) departing the North line of said Winston Drive, and along the East line of said 1.37 acre tract, for a distance of 120.00 feet (120.00 feet - Deed) to a 518 inch iron rod with cap stamped "TNP" set for corner at the Northeast corner of said 1.37 acre tract; THENCE South 85 °17'29" West (South 85'2151" West - Deed) along the North line of said 1.37 acre tract, for a distance of 58.01 feet (58.01 feet - Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 89 °05'14" West (South 89 °09'36" West - Deed) continuing along the North line of said 1.37 acre tract, for a distance of 58.01 feet (58.01 feet- Deed) to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 87 °03'36" West (North 86 °5844" West- Deed) continuing along the North line of said 1.37 acre tract, for a distance of 346.65 feet (346.78 feet - Deed) to the POINT OF BEGINNING, and containing 17.027 acres of land, more or less. DME13222 - Winston 4 Tract Page 2 of 2 •4 I } fill Hit t tlptp. e• •� WOOni.AJ(E p�AIVE is I m: 7 r± f I �t Iii tYs #ift�i fit ff; i �� tCttt_ � ; �• ^a;:�•s- ..�� -'. �- f,, ,r , i$� :;t � sj• (k .jF � . • }' (i : E to 1 t "$. c f t71 t! } f I t j it s t ! t Yt (j: ( Rai •�-- � .e art: ?st dE r tr �9eteetYe�� F`[[ gYet� • 7p 7 7 i R i p.f f tpIIi t (s r S7 ; (i Ft { � #� �l +d !� iS'� �i ;� i{f� n��� �� #ft YE ;t it i Q ;t rf #t .t t( 1f tt (IC `f �f �,Ft� ;. €is t t�s'E' 7 I 5� r E. 7. E' f f t•f ! i f C i T t F - i � j f if �' t b : E( t� id fv � #3 j =. •#: 7� •� :t s7ti[t� •�ii+ st �ifd .t. it #� {`. �i•'I �cst e } # $ 6 (s7 4 t F #f F i 1 4# s 75-7 7 t i 7 °t t.(2 It S�7 r1( t t; i( 1` 7( F•� t it i -t n i s i -t f S f g f# f t# f s: #tfr #7 7 7i !; f+i:• i i!y ° ;Et �:x $ ♦y` t • i FFtt f. i s.: js7 l ii S t 2 i (1�7 t, t Ei t` S• s.7 :t.:( lip r 3d kF7 t #tt SS , {5 ff 5! f e #e ; d � d EF; dtEE (ei Y It �t, ddf ♦f Jar Z` Etis`ifI �11e of 7 a 51 5 5 r t !t SS t'` Ter t5 gqh t! i It� (r #iii Ei e b #� 7 7f t # 7 Ist i L7 it ftsr r7t tts 7'•4 tit tti:t #.. Hill;± �p•Ir i (�.i (tf �i[S yE# F 5 l! Ft tyi f� .11 ` p ^+ of Ytg! # ►f ( E ti (i( 9t 7 i #s 7 t I4 tt; rr jffr f(� t[i !fit a y tfY# �ti (iit t 7 y t• r At O 4,5 .: x 4 z tY tc( ; S 12 f #E it YS� tr16 ( 1- i t >>� t1 qj t� (tit tt;f I F:t Q # ( 71 {tt 7 �� sY i R ift i }c�S 7 t( �;� #� #•� 7cjg t; ttl Hill € it 1H [I S (yi Y# , = f tFttl( miff i i�f i`i ij FS tfil oi£ d a d a ,ft r i i; ? t Yit #tYi t ;�ti i jib, 3j ii it 's # ! It f EXHIBIT B TO OPTION TO PURCHASE CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract ") is made this day of , 2015, between Seller, WiNSTON 4 DEVELOPMENT, LLC, a Texas limited liability company, and Buyer, the City of Denton, Texas, a Texas home rule municipal corporation. The Effective Date of this Contract is the date of execution of the same by the Buyer. RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described on Exhibit "A" attached, being located in Denton County, Texas (the "Land "); and WHEREAS, Seller wants to sell to Buyer, and Buyer wants to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property "). ARTICLE I SALE OF PROPERTY For the consideration set forth, and upon the terms, conditions and provisions contained, and subject to the reservations, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. Seller, subject to the limitation of such reservation made, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, its successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved , including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well `�C e, I N11 xNb It 1 bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. The term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties is that the meaning of the term "minerals" as utilized , shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). The term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of TWO HUNDRED AND SEVENTY THOUSAND and NO 1100 US Dollars ($270,500.00) (the "Purchase Price "). 2.02 Earnest Money. Buyer shall deposit the sum of Five Hundred and No /100 Dollars ($500.00), as Earnest Money with Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205, ( "Title Company "), as escrow agent, within seven (7) calendar days of the Effective Date. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated is consummated in accordance with the terms and the provisions of this Contract, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within seven (7) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (the "Independent Contract Consideration "), which amount the parties acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration or payment provided in this Contract, is non- refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. Contract of Sale Page 2 of 16 ExNblit 1 S 11 ` Iz. ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) No later than 5:00 pm on March 11, 2015, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights -of -way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to as an "Exception "). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents "), including those described in the Title Commitment as exceptions to which the conveyance will be subject and/or which are required to be released or cured at or prior to Closing. 3.02 Survey. No later than 5:00 pm on March 16, 2015, Buyer shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property (the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description of the Property as set forth in the Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of five (5) calendar days (the "Title Review Period ") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ( "Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, Contract of Sale Page 3 of 16 xhlilit 1 f6 i2\ within five (5) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed five (5) calendar day period, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions, or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (e) no exception will be permitted for "rights of parties in possession "; (d) no liens will be shown on Schedule B. Notwithstanding the enumeration of the following exceptions, amendments and /or deletions, Buyer may object to any Exception it deems material, in its sole discretion.. Contract of Sale Page 4 of 16 x(21 ZA ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and on 5:00 pm on March 31, 2015 (the "Absolute Review Period "), based on such tests, examinations, studies, investigations and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non - confidential and non - privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS WARRANTIES COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder. Contract of Sale Page 5 of 16 xNb� �t 1 (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (f) The Seller - fm 4isclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property that may materially and adversely affect the Property and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property, or will be due as of the Closing, and the Property will be subject to no such liens. (h) The Seller shall convey the Property free and clear of all debts, liens and encumbrances. (i) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (j) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos - containing material, petroleum products and raw materials, that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean -up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state superlien and environmental clean -up statutes and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. Contract of Sale Page 6 of 16 A Exhliblit 1 (k) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. (1) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of the following: (i) All lease agreements and /or occupancy agreements and/or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments t (the "Leases "). (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments t, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable Contract of Sale Page 7 of 16 �C1 attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract Contract of Sale Page 8of16 ExNblit 1 have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date shall be on or before 5:00 p.m. on March 31, 2015, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Evidence of Seller's authority to close this transaction; and (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual Contract of Sale Page 9 of 16 ExNblit 1 amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Buyer will be responsible for paying fees, costs and expenses for the closing of this transaction. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. if Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver Contract of Sale Page 10 of 16 ib-' 1 I21 any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may, at Seller's sole option, do either one of the following: (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: BUYER: Contract of Sale Page I 1 of 16 Winston 4 Development, LLC 1120 Claire St. Lantana, Texas 76226 Phone: Telecopy: Copies to: For Seller: Fax City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas Street Denton, Texas 76209 Telecopy: (940) 349 -8951 For Buyer: Larry Collister, Deputy City Attorney City of Denton — Legal Department 215 E. McKinney St. Denton, Texas 76201 Fax: (940) 382-7923 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE IS, IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage or destruction to the Property shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, Contract of Sale Page 12 of 16 shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have a period of up to ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Frank Payne, P.E., City Engineer of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. Contract of Sale Page 13 of 16 SELLER: SELLER: WINSTON 4 DEVELOPMENT, LLC, a Texas limited liability company "PMART D. GE anaging Member Executed by Seller on the Z >' day of 1111A't " , 2015. BUYER: : GEORGE C. CAMPBELL, CITY MANAGER Executed by Buyer on the day of , 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Contract of Sale Page 14 of 16 Sc� 11-2 1 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply . ;motion 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Phone: (940) 381 -1006 Fax: (940) 898 -0121 Printed Name: Title: Contract receipt date: , 2015 Contract of Sale Page 15 of 16 .�/� 1/21 Contract of Sale Page 16 of 16 EXHIBIT "A" TO CONTRACT OF SALE 17.00 acres out of the attached Exhibit A. C-7 i l-Z 1 Contract of Sale Page lb of 16 EXHIBIT "A" TO CONTRACT OF SALE Legal Description and Depiction of Property Exhliblit 1 5(r, (If I EXHIBIT "A" KIID Nme3Yn Al2YNATCO1fAiN iAKTOF tAfA 371W1tD W M hv. A r. AAARMDOOtVANI QDLlNT,AtS01AL7NWEIpg DOTIEOtOFR4rWNIO!%all AY. A/LT'RACTF LAND 11)4DtM10A coum, Tons ANn AlafD rIe uArADaet a A uueD sLDl7 AM tAADr a tAFO DelanEC VIA ofm amlr Tor+RStOIro 1G17A DatloN xmTAbrn, LYD., K At00AD®DL mtAtna>!x FIIe NUM86l17OOM {iS7, MAL fgOK11TY tECOAOS,Od1ON000h1Y, iDW Al R $O AADOC'(SWIm oN TiK cnoav, THt �N117lLr TRALT 1mIR )4oAE KucfwNAKx 011GneD AS ASMIL rot►ons: 0004 W4 AT CNM AU)N KW K"Pgoo- MW(JNTNt WORMY LWK OF 011YASTATE K*MAY m KM TAI POST tasmy CAAMOF AYRAR OF um Otnu m IR A law To )DVND CKINt.P A iANDWN09M OMMO WTI EAmAOFOWWklhOX* YABODAA OOIfON COlW1Y 1TElVS AW 1NENOAYN COMM OF UfT t M tADfA AOf DKfTpf /Di00tPf1F7LUtY, AN AOOMONTOTHE C3TYM AMOKOM TO TAE KATTNOW 1f "O D1 CNDitr /,VAR 141. KAT 11100. OUTONOO WM. ToUC im Nomwesmy um TAB" NOTHEW SW YIMF Ord' rAMT�RMCT,AtWOkNFEUTA FOM A OTA001 Of 717M F%T10 AONSD SOON ROD FOt6A STMKO %W PORYRE HOLT SOUMMY COMA Of SAID )VOUAITAM TAACTANOAm00 Mt KACEOP 116201M FM"A HUM DEVOt1110IMLT MO CESOUM SI DEOAU S 33 NINUI6172= 05 WESTA MTNICEOF S402IMTO ACWCDFlo" WO StT MRTNSSOUMWTOMER of UM WATAACTW A tgEOEASTMY UK Of W=M t AN AMMON To TIC CITY OF DEMOµ AOOOMlMTo -ne FIAT TNC" am= IN vowle 341% MOI11" AM MO"m RfOD026, DO(ON MOM Teat; wba DI A OHrfIW.WFf mYOEt0DT10N Wt1NTNE NOAMMY L" OF LIMA F[OU9 NO THE WORMY we Of SAID MATAACT TM PoUOW" 3 CommANO of3mMm 1) NORTIr 77 teat= V KHM to »NOS WW A DWAYCtOP 147.66 MY TO A Wr"MOD I) 30UM 04 OMVs M HiNMM 32 SMONG V45TA00TANCEOF 61364 FW TO A CUM WON ROD SIt1 ' 3)SOVM 5t DOt M 11 NUMES IS SEOWNWEST A P67AMOF 3" MY TO A0"W WN A00 Sff Oft IRS POST SWA)RRl.Y00KMof MW YA7ATNACf AT IM TOlOEW OWOOf LOT W It" 12 of OAPMNT 931114 WC" ONE, M AMMON TOW MY Of DENTON, &MUMHOTO TIE KAYTFMOP MSDADlM*1 CARIET h MR 38, KATAACNM OlKMN MONTY,TUAG Poo WATN 37 OW1QY 46 "Ma 45 SSOONOE INW WrM Tie OUST LK Of MW LOT 4 AM A WIST UM OF SAIDM ATOACTA ODtANOI OP 4f 30 KR TOAC~ 1AON ROO SlY RON AN AMOU ma IN Uto Ll". TNMZ NORM 03 Domm O) PAR7RS tSSDOows LAST WMISAM we AOMANCE03KTS MY TO A UAKO ION ROD SET ONTW SO= LWt OF WWTM ONE! AT W RORU4ASt MANIA Of LOT 3 IN SUDAOOUM ON 764E WW NOE OF SAIDKW"AC7,SAW OMERM49 TN A Mn TO TK 1@T tlAV=A RADIUS OF 10SSS7 FM A00 AOOW A6AAWDOf NORM N 003RM 31 PCHIP" 07 WCC04" asTAAOA Omma Or 364.E R+A7'f) _ IR MR NOYTIIFAVIMY WTI%IRS WOW L" or SAID MA me TIM AACOF SAID OAK m Apt WTANM Of ZUA MT TO W DtON KOO PVJK% TNI ACE MOIOH 77 DOM= U FOAM iS =ON06 LIM WfMTNt 5017164 M OF SAID ONK A owma Of 3441 PUT To A wm OWN NOD SRATMe SOV103T Tt7tP)"Of Wo ORM: OLENOE PXTR 13O E "PWAAU"9 000%t57WMTM EAST Wt Of WO NM A oMRNCE Of 40AOFM TO CAWO WAN ADD 3tTAT TIII NORMCAVTUMMUS YMpt06(, YHORL 904364( 77 omm 2SFOANES is WCONOS Wt#T W11N TNtMOM LKi Of SAID DAM AWFAM Of X61 "OUT TO A CWCDONON PAD SET ATYMI K15DOOWf6 Of AOAM TO IM AATNTNAMIC A R40N)1 OF "110 MrANDA OWAO K -AN607 $WM IS CE40 !S U RI AM &49100" Wt1TAND A0MANCE OF 311 Al MY; TIlifA SOi)iFAVgnSLLYMTM YItE bAON t1i71[ImOf AADTH6 AitC OR SAIDOMK APAROOISfANCE DF V3:af�rroAwfmlarPOOSrn WOa MONTH S6000M$3 ltSSIRSOl S=PCs WWWnH" NORM UPEOF WO MIANCK Of XTS4 MY TO 3)Y KON ROD MOND M YNS EOWN&W0WAIROfWr 1 N K=3 00 WMRXM YIIO1 ImOOR0E0�' im IC�'e. Mae 371, MAY OQIYON� ,TO1M., smm0ORM stm m*"ww6TL yoOAwk OFwOmxATAACT . TM" *M. 3S000NRS OI ADNR917 SIOONOW tAR WIM ME WEST lfAi TlIEAAOFA)ID TIE FAtf LON Of SNO LOT L A)AMOOR WA AftNMA MFTNltt OF 437.23 f=TO A I/:Ipf A00 fWND M t INS NORiiGttTCWNR OF LOTS IN SAW WITIONANOTI1E7WiCY,CETVKy t Mww ODFAM Of SAM EAtATRALT,SAt COM111 4pTWOMLOEOfAWIPUROWMMOfWTN M" WYNULAAy�yt, WAR Y, AN ADORYONro n* CITY W MK AMOAWNOTOTH6 hAYTMRW AEMPM IN MOW 6,F ADE70R KAY rxa7rD 6,MOOR WWfY,T7XA5.6N0CDa t4.60Af1N0INAOWZY0 YHE tlfT1tWM0 A MDUU OFMADNNT ANDA O6= LMWOOFSM" W D"S X WkM 07 SMW"fASTANDAD1 nNMOF37A43f rP Mb3:t SOVM(A51'f3,1Y Wlfit T!E PoUDI LDtE 0f SOOOANNAWit!'ANRU ANOTNE AILOF SAID OJRYf AN MCOLSTANGt M 276.f1 FDeTro A t(A' Lti,Wi RoOiOtKO ATtM letamoraa A LT1trE ro Mt FlW PAYWO A RkWA OF 25'6321 ANT AOIORD SUM Of WON K DERPSS 61 K"JT%5OS RCONOb ECTT ANOA OI3TAHCCOr fli4 fllT; THM AOVMtASYULY WM TNt WON UU OF U0 DRADIAMCRAN aL NOTMI! ARC Of SAID CURVE AN NC OWAMM OF "M FUTTOA IM JAON KOOTt " W Ut SOON UW COOSA OF SAID DMAUOOOWFId: L09 OF WO DAAWA99 OWfRtL A MITA Ct OP I 1p. MT TO A W 1OWN R00 MMO KATM PORMGSTO)q)StTHID w me SEAM' W4 THE SCR)RI m OF SAID no affmInw" YHM WJrH n OVAM 46 N M M 16 StmtuS EAST WITH THE S" LINE "4W, WARTM THI WelT WOE Of SAID NAUY1ACf,A OWANCEOP 7604 MET TO ACA"ID IAON AM 000 sT►AErD *AW FORAY hal FM IN IM SOUTH MOFSMAKWITAOE TOM nW= MM 9S OC6AE152S NUM 77 S omm WrWn Me W= W49n ►tOFAOKTAM Of 63OX MT TO THE KALE Of 6BC@SAN AND E09=011.65A00 Of LA O, NOREOR- Save and Except the foliowine Two Tracts: Tract I Denton County Held tops to 1111 that Certain tract of tend situated In the qty of Denton, Denton County, Tezoe and In the M. &P, A P.R.R. Survey, Abstract Number 9So and the Gldeon Walker Survey, Abwod tlumbar 1330 Denton County, Toast and being a part of the ailed 21.6S acre tract of land deaafbed in dead to Graham Mortgage Corporation County dark file Number 2011-39733, Real Property ReCOrdt, Denton County, TwAs and being more particularly dwcdbed as follows: j• SEGIW ING at s 112 inch Iron rod fowl on the Math 9ne of Winston Drive a (60 foot Nht- of -way) for the Southeast corner of Lot 1, WImblaton village Phase 1, on addition to sold city, accordhV to the Plat thereof recorded In Cabins; C, Pale 31, Plat Rsoonds, Gorton County,Toar, THENCE North 25 Degrees 09 Minutes 37 Saoonds Cart with the Southeast One of said Wimbleton village a distance of 129x{7 feet to a capped Iron rod stamped'KAr set for the Northwest mrtwr of the herein described tract THENCE South cab Oegreas 50 Ml All tes44 Sawnds Cart departing said Southeast line it dUU nee of 346.71 fast to a Capped trop rod damped -KA2' eat for Comer, THENCE North 69 Deg rest a 09 t Cantle 36 Seconds East a distance of S8.01 feat to a capped Iron red stamped'KA2' W forcomer; THENCE North 115 Diagram 21 Minutes Si Secdhds tact a distance of 50.01 feet to a capped Iron rod sbmpd'KAr eat for the Northeast come' of the herein described bract THENCE South 06 Degrees 22 Minutes 01' Sedohds East a distance of 120.00 feat to a Capped Iron rod sfamped'KAt' sat for the Southeatt'avy r of the herein dscrlbd tract In the North ri radio oof 99 tins of said Winner �� 06 Degrees 17 Hlnuuttesp25 Seconds West a radtw of 995.117 feat • ctnad bas dittancs of 167.49 fast; _ THENCE with said curve an arc dim am at 167.59 feet to a 112 Inch Iron rod found for arnsr -, THENCE North 86 Degrees SS Minutes 09 aaoanda West wish the North It" of OW Winston Drive a dl stance of 361.94 het to the PUKE df BEGINNING and endvsing 1.37 erne of Isnd more or lose. Tract 2 FIELD NOTES to aO that certain tract od lane! situated In the Ctty of Ce dntib Denton County, Texas, in the M.E.P, a P.R.R. Survey, AbstractNunntrer m, tlenton eotmty, Tatars and being a part of the ailed 21.65 any bid of land desribod in a dead to Graham Mortgage Corp., as recorded In County park Fgo Number 2011 - 39733. Rat Property Records, Denton County, Tons and %kV mom partIDA" described as folbwu BEWNNING ate 1/2 knth Iron rod found on the Northeast corner of tot 1, Oakmont Estates, SGctkm OrNy an snddltton to Bald City sorording to the pint thareof recorded in Cabinet F, Page 38, Plat Recalls, tiarton County, Toms, b** in the South rigid -obway line of WkwW n Wive a (60 foot dght of -way) and this beginning of a curve to t►a let having a radius of 2055.87 het, a hard being of north #7 Dogrsa 05 Minutes 02 Seconds teat, a didmoa of 175.21 foot; THENCE with sold Cum an are distance of 175.41 feat to a Capped Iron rod stamped 'KAr set for Mrs Nortlwest Corner of the herein described trace; THENCE South 07 Degroaa 40 Mknups 31 Seootnds East a distance of 256.64 feet to a 112 Inch irwr rod found for the Soutbeut corner of ft harslet described tract in the Northwest 11 roe of a trod of land desorlbad in a deed to Oakmont Management Cor poration, ++Corded In Volume 3435, Page 039, Reg Property Racor4 Dorton County, Tmna; THENCE South 52 Degrees 13 Minutes 1S S666n6 West with sold northwest lint A distance of 253.54 foot to a tapped Iron rod stamptd'KW set for Corner on the Eastern molt corner of tot 4, of Bald, Oakmont Estetas, THENCE North 37 Degrees 4b Mbwtee 45 Se06nde West With the East line of SW Oakmont Ertatm a dstance of 46.70 Feet to a 1 Inch Iron rod found for comer; THENCE North 03 degrees 03 Minutes 15-SeCMU East with the salt tine of Sold Oakmont Estates a dlstanco of 364.75 fiat be the PUKE Of BEGINNING and endooktg 1.57 auos of land more or less. Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and /or identification purposes and does not override Item 2 of Schedule B hereof. ATTACHMENT 5 TO EASEMENT PURCHASE AGREEMENT Permitted Encumbrances: I. Al leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records. 2. Easement executed by G.M. EVANS to TEXAS POWER AND LIGHT COMPANY filed June 2, 1924, recorded in Volume 192, Page 6, Deed Records Records of Denton County, Texas. 3. Easement executed by JOE B. AKERS and wife, AMA BETTY AKERS to TEXAS POWER & LIGHT COMPANY filed April 5, 1945, recorded in Volume 313, Page 356, Deed Records of Denton County, Texas. 4. Easement executed by JOE B. AKERS and wife, BETTY AKERS to TEXAS POWER & LIGHT COMPANY filed January 25, 1946, recorded in Volume 321, Page 380, Deed Records of Denton County, Texas. 5. Easement executed by G.M. EVANS and wife, CLARA K. EVANS to TEXAS POWER & LIGHT COMPANY filed June 12, 1930, recorded in Volume 230, Page 123, Deed Records of Denton County, Texas. 6. Easement executed by W.H. OVERALL and wife, MINNIE OVERALL to TEXAS POWER & LIGHT COMPANY filed May 22, 1930, recorded in Volume 231, Page 252, Deed Records of Denton County, Texas. 7. Easement executed by W.H. OVERALL and his wife, MINNIE OVERALL to TEXAS POWER & LIGHT COMPANY filed January 25, 1946, recorded in Volume 320, Page 482, Deed Records of Denton County, Texas. 8. Easement executed by THOMAS E. NOEL and wife, FAMA C. NOEL to TEXAS POWER & LIGHT COMPANY filed August 17, 1951, recorded in Volume 373, Page 242, Deed Records of Denton County, Texas. 9. Easement executed by JOE B. AKERS to TEXAS POWER & LIGHT COMPANY filed April 9, 1952, recorded in Volume 377, Page 564, Deed Records of Denton County, Texas. 10. Easement executed by WALTER M. LEA and wife, JANE C LEA to TEXAS POWER & LIGHT COMPANY filed January 5, 1965, recorded in Volume 517, Page 518, Deed Records of Denton County, Texas. 11. Easement executed by M.F.A., Inc. to CITY OF CORINTH filed October 18, 1972, recorded in Volume 657, Page 735, Deed Records of Denton County, Texas. 12. 50' Drainage Easement executed by OAKMONT CANADIAN LAND PARTNERS, LTD. to TOWN OF CORINTH, Texas filed July 11, 1995, recorded under CC# 95- R0040777, Page I of 2 - Attachment 5 to Easement Purchase Agreement and filed December 15, 1995, under CC# 95- R0077909,Real Property Records of Denton County, Texas. 13. Undivided 1 /16th non participating royalty interest in Oil, Gas and other Minerals reserved in deed from CORA GROSS, et al to V.H. THOMAS filed October 21, 1942, recorded in Volume 416, Page 521, Deed Records of Denton County, Texas. 14. Undivided 1/32 non - participating royalty interest in Oil, Gas and other Minerals reserved in deed from THOMAS E. NOEL and wife, FAMA C. NOEL to WALTER M LEA and wife, JANE C. LEA filed October 26, 1955, recorded in Volume 416, Page 521, Deed Records of Denton County, Texas. 15. Undivided royalty interest in Oil, Gas and other Minerals reserved in deed from JOE AKERS and AMA BETTY AKERS, his wife to THOMAS E. NOEL filed May 14, 1951, recorded in Volume 370, Page 283, Deed Records of Denton County, Texas. Page 2 of 2 - Attachment 5 to Easement Purchase Agreement RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Phone: (940) 381-1006 Fax: (940) 898 -0121 IN Printed Name: Title: Contract receipt date: , 2015 w ff�a ATTACHMENT 1 TO EASEMENT PURCHASE AGREEMENT EXHIBIT "A" LEGAL DESCRIPTION ACCESS EASEMENT BEING a 1.174 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330 and the M.E_P. & P. Railroad Company Survey, Abstract No. 950, Cities of Denton and Corinth, Denton County, Texas, and being part of a called 21.65 acre tract of land described in a Deed to Winston 4 Development, LLC, as recorded in Document No. 2013- 121526 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 112 inch iron rod found for corner in the South line of Winston Drive, a 60' wide right -of -way per the Plat of Wimbieton Village Phase 1, as recorded in Cabinet C, Page 31 of the Plat Records of Denton County, Texas, said point being an interior corner of the above cited 21.65 acre tract, THENCE North 77 °19'44" East along the South line of said Winston Drive right -of -way, for a distance of 163.05 feet to a point for corner at the Southeast corner of said Winston Drive right -of -way; THENCE North 12 °40'22" West along the East line of said Winston Drive right -of -way, for a distance of 19.78 feet to a point for comer at the POINT OF BEGINNING for the herein described easement; THENCE North 12 °40'22" West continuing along the East line of said Winston Drive right -of -way, passing the Northeast corner of same at distance of 40.22 feet, and continuing for a total distance of 50.29 feet to a point for corner; THENCE North 66 °43'51" East for a distance of 24.34 feet to a point for corner at the beginning of a curve to the right; THENCE in an Easterly direction, along said curve to the right having a central angle of 36 °11'07 ", a radius of 377.56 feet, a chord bearing of North 84 °4925" East, a chord distance of 234.50 feet and an are length of 238.45 feet to a point for corner; THENCE South 77 °05'02" East for a distance of 71.04 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 26 °09'19 ", a radius of 375.06 feet, a chord bearing of South 64 °00'23" East, a chord distance of 169.73 feet and an are length of 171.21 feet to a point for corner; THENCE South 50 °55'43" East for a distance of 183.30 feet to a point for corner at the beginning of a curve to the left; THENCE in a Southeasterly direction, along said curve to the left having a central angle of 43 °48'42", a radius of 115.02 feet, a chord bearing of South 72 °50'04" East, a chord distance of 85.82 feet and an arc length of 87.95 feet to a point for corner; THENCE North 85 °15'34" East for a distance of 10.60 feet to a point for corner in the Northwest line of an existing 70' wide Texas Power & Light Company Easement and Right -of -Way, as defined by instrument recorded in Volume 1062, Page 62 of the Deed Records of Denton County, Texas; THENCE South 51 °31'31" West along the Northwest line of said Texas Power & Light Company Easement and Right -of -Way, for a distance of 99.62 feet to a point for corner at the beginning of a non - tangent curve to the right; THENCE in a Northwesterly direction, along said curve to the right having a central angle of 20 °4944 ", a radius of 185.03 feet, a chord bearing of North 61 °20'35" West, a chord distance of 66.89 feet and an are length of 67.26 feet to a point for corner; THENCE North 50 °55'43" West for a distance of 183.30 feet to a point for corner at the beginning of a curve to the left; DME13222 — Winston 4 Access Esmt. Page 1 of 4 THENCE in a Northwesterly direction, along said curve to the left having a central angle of 26 °09'19 ", a radius of 305.05 feet, a chord bearing of North 64 °00'23" West, a chord distance of 138.05 feet and an arc length of 139.25 feet to a point for corner; THENCE North 77 °05'02" West for a distance of 71.04 feet to a point for corner at the beginning of a curve to the left; THENCE in a Westerly direction, along said curve to the left having a central angle of 36 °11'07 ", a radius of 307.55 feet, a chord bearing of South 84 °49'25" West, a chord distance of 191.02 feet and an arc length of 194.23 feet to a point for corner; THENCE South 66 °43'51" West for a distance of 12.62 feet to a point for corner; THENCE North 12 °26'46" West for a distance of 18.10 feet to a point for corner; THENCE South 73 °17'46" West for a distance of 24.52 feet to the POINT OF BEGINNING, and containing 1.174 acres of land, more or less. Tod . Turner, R.P.L.S. No. 4859 Teague Nall & Perkins �����Tool) B�TURNER 1517 Centre Place Drive, Suite 320 ... .................. - Denton, Texas 76205 4 4859 c 940 - 383 -4177 lq '.2a i; s \ °.`•' .s..� Date: November 10, 2014 N� �siiRV� DME13222 — Winston 4 Access Esmt. Page 2 of 4 0 JNrl 00000 p •�' N N to 00 .- M z V. a, N (o 00 U � O1 ce) 0, v o Z Zwww333 w z r F zN_(�j) w W N NOMN N � U L7 Q,VO.O A ND •dam' 0 w M Q O }j^ z� ocomnm� x F" oiS $ ~ N Olt �, �z�n�nzzv, w Z m ] z y. I.- : N o %� •��,`}y,�s3 W7NO�NNN Q w w p M Oh�° ���►�� UN��trOM� c" i-` O A z < y p LL p 4 Q "'• N cY t- ci oC',61 z W a W W ti fo w Qa W ti al Z.JQ.�US p�p�� V tip Q�- o;a;tor �VQ Lam!/ rs tj K)cq 4- NNM z �� -NM'Y U1 (O © U U U U U U N Lm 1 �- � � M o: � ti; X Ja4ci d o O g til of Ada ° w v � h4-} 'A. 1 Y; to 9 w o~iaU :w �'m �O �" ScI> a3aN 20 N"4 Otv 4 W g Q Q M q N z oaa is o to W C z Do co CL cl is �^ y M G e E 3 J eD s� qUN� o cWioo z W Qi VOMwm E FStdt• �o O`cc�U o��` v Mop iNAGE a 1\ +7 � ti a0 O W E <� �% ^ v pftN 3S `3 Wwo� r ^u Wo u0 o n AO CA6.G'P�'.r l�aa t 1� OjNN� oN�rcN OW u Li Ha \ W t4x Og04 0Ze tua a a% v a O 8 hz Z �U wn oa -0 si �z 1 Z OUO �awN' zi a s Nam\ z n.v 2 o� �yQ..ti 1�s\ 3 wooN° x� o OMCiU 1b1 � zzo� �o � '• `A. o co ,z w ,- a W N O 4 CL o Zt4t�UCK 5 *� r gawzZ o 0 � u K uml O a W ZOO QN UI N Q d'iY MO N h OtV�(VON <O [OOcOrN r 0 01 r N� r N 3www333�� W S W Z N!AOMMO�II .r st fY pMiA w ifl :-- iNMiO� Q �:r0 rM 0;1" 4V m�wnro�nr� -��n zzvizv�zv�z�n � rNM J -�JJJJ 0 JNrl 00000 p •�' N N to 00 .- M z V. a, N (o 00 U � O1 ce) 0, v o Z Zwww333 w z r F zN_(�j) w W N NOMN N � U L7 Q,VO.O A ND •dam' 0 w M Q O }j^ z� ocomnm� x F" oiS $ ~ N Olt �, �z�n�nzzv, w Z m ] z y. I.- : N o %� •��,`}y,�s3 W7NO�NNN Q w w p M Oh�° ���►�� UN��trOM� c" i-` O A z < y p LL p 4 Q "'• N cY t- ci oC',61 z W a W W ti fo w Qa W ti al Z.JQ.�US p�p�� V tip Q�- o;a;tor �VQ Lam!/ rs tj K)cq 4- NNM z �� -NM'Y U1 (O © U U U U U U N Lm 1 �- � � M o: � ti; X Ja4ci d o O g til of Ada ° w v � h4-} 'A. 1 Y; to 9 w o~iaU :w �'m �O �" ScI> a3aN 20 N"4 Otv 4 W g Q Q M q N z oaa is o to W C z Do co CL cl is �^ y M G e E 3 J eD s� qUN� o cWioo z W Qi VOMwm E FStdt• �o O`cc�U o��` v Mop iNAGE a 1\ +7 � ti a0 O W E <� �% ^ v pftN 3S `3 Wwo� r ^u Wo u0 o n AO CA6.G'P�'.r l�aa t 1� OjNN� oN�rcN OW u Li Ha \ W t4x Og04 0Ze tua a a% v a O 8 hz Z �U wn oa -0 si �z 1 Z OUO �awN' zi a s Nam\ z n.v 2 o� �yQ..ti 1�s\ 3 wooN° x� o OMCiU 1b1 � zzo� �o � '• `A. o co ,z w ,- a W N O 4 CL o Zt4t�UCK 5 *� r gawzZ o 0 � u K uml O a W ZOO QN UI N Q d'iY MO N h OtV�(VON <O [OOcOrN r 0 01 r N� r N 3www333�� Z N!AOMMO�II .r st fY pMiA ifl :-- iNMiO� Q �:r0 rM 0;1" 4V m�wnro�nr� -��n zzvizv�zv�z�n � rNM J -�JJJJ �M (O I�NOf J JJJ U ti ti: wU' co � i� F O \ �JO 10 �ti wQO4 \ Ok" 1101 S6 �+do b I \ P 4�0 C s 0 o "I, s � \ "Ci 113 °gym¢° cu 31: 9. 0 o "I, �'vi�o O � \ "Ci 113 m cu 31: X W ZN; q O�FU PP�'� �`P c� (V ,- t ttpp iO V' 4 w p M in its :- NMiO h wNtOhN �O4 :ro2� m.-10h W NhfO N rg 9 ga w zb, INMOtO.O N tnNhrU�h�. O "I, �'vi�o O 4.- • - NCO't d7 -N cu 31: ZN; otl)no ` F (V ,- t ttpp iO V' 4 w p M in its :- NMiO h wNtOhN �O4 :ro2� m.-10h W NhfO z V)zN Z(AZ V) J J J J J J J J m J PIS U UJ N �Un ONC"itU tj�Oq oQda p¢O �Uq z_ .T� V' �b�n ppJ yuS� > °k'a / C. ova °d >4, a soya bo °o .� y6 �� y0 x�3 r g'4 gagaz MR �a ;CL N y z�UJ '4 o ° d N u,�QUiOa� }U U y co a� zU� CL O U > O F z W W Ha W N N W V r: M Z T U Q Z }- 2 to L amour O !u c� ¢ v F-. WQ¢aoz Q w W Tit OOH ?: w w w w � ca -j 06 < a Uj z v O ti w N N w0. ZE O 2 F- U 0. Z ti C) 0 cu o ` F z g x�x w a �O4 :ro2� r tl z U Q C a o°c z z o ° d N u,�QUiOa� }U U y co a� zU� CL O U > O F z W W Ha W N N W V r: M Z T U Q Z }- 2 to L amour O !u c� ¢ v F-. WQ¢aoz Q w W Tit OOH ?: w w w w � ca -j 06 < a Uj z v O ti w N N w0. ZE O 2 F- U 0. Z ti C) 0 cu �O4 :ro2� r Q C a o°c z z � = o aa f « N HO O cn�o� F u a E oyRib UW KV 9 M 91 FO 1 LLW W C O N U x 9 W W W U W F S � wzoo �o rzi�a �$o W'y W Q m o��_ pIf Q 3wz u w gWwgti� f` aS� r00 m K � i mNNWC ATTACHMENT 2 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 BEF RE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. PERMANENT ACCESS EASEMENT Winston 4 Development, LLC, a Texas limited liability company( "Grantor "), in consideration of the sum of Ten and No /100 Dollars ($10.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, receipt of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY unto the City of Denton, Texas ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, a permanent access easement, in, along, over, upon, under and across the following described property (the "Property "), owned by them, and situated in Denton County, Texas, located in the Gideon Walker Survey, Abstract No. 1330, Cities of Denton and Corinth, Denton, County Texas, to wit: PROPERTY DESCRIBED IN EXHIBIT "A ", AND DEPICTED IN EXHIBIT `B" BOTH ATTACHED HERETO AND MADE A PART HEREOF For the purposes of access activities, including the free and uninterrupted use, liberty of passage, ingress, egress and regress, at all times, in, along, over, upon, under and across the Property to Grantee herein and its agents, employees, contractors, workers and representatives, for the purposes set forth herein. It is agreed that the Grantee, in consideration of the benefits above set out, may remove from the Property above described, such fences, signage, buildings and other obstructions of any kind as may now or hereafter be found upon said Property, for the purpose of access in, along, over, upon, under and across said Property. It is specifically stipulated by Grantor and Grantee that the scope of the access shall further include the clearing and removal of vegetation and trees that exist within the Property. Grantee agrees to indemnify and hold Grantor harmless from any third party damages that may arise as a result of Grantee's activities on the Property. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. Witness our hands, this the day of , 2015. in : WINSTON 4 DEVELOPMENT, LLC, a Texas limited liability company Stewart D. Gee, Managing Member CITY OF DENTON, TEXAS, a Texas home -rule municipal corporation George C. Campbell, City Manager ACKNOWLEDGMENT STATE OF TEXAS § DENTON COUNTY § This instrument was acknowledged before me on the day of , 2015, by Stewart D. Gee, Managing Member of Winston 4 Development, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public, in and for the State of Texas STATE OF TEXAS § DENTON COUNTY § This instrument was acknowledged before me on the day of 2105, by George C. Campbell, City Manager of the City of Denton, Texas, a Texas home - rule municipal corporation, on behalf of said municipal corporation. Notary Public, State of Texas 2 APPROVED AS TO FORM: Anita Burgess, City Attorney Accepted this day of _ Texas (Resolution No.'91 -103). In Paul Williamson Real Estate Manager AFTER RECORDING RETURN TO: City of Denton — Engineering Dept. 901 -A Texas Street Denton, Texas 76209 Attn: Paul Williamson , 2015, for the City of Denton, EXHIBIT "A" LEGAL DESCRIPTION ACCESS EASEMENT BEING a 1.174 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330 and the M.E.P. & P. Railroad Company Survey, Abstract No. 950, Cities of Denton and Corinth, Denton County, Texas, and being part of a called 21.65 acre tract of land described in a Deed to Winston 4 Development, LLC, as recorded in Document No. 2013 - 121526 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for corner in the South line of Winston Drive, a 60' wide right -of -way per the Plat of Wimbleton Village Phase I, as recorded in Cabinet C, Page 31 of the Plat Records of Denton County, Texas, said point being an interior corner of the above cited 21.65 acre tract, THENCE North 77 °19'44" East along the South line of said Winston Drive right -of -way, for a distance of 163.05 feet to a point for corner at the Southeast corner of said Winston Drive right -of -way; THENCE North 12 °40'22" West along the East line of said Winston Drive right -of -way, for a distance of 19.78 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 12 °40'22" West continuing along the East line of said Winston Drive right -of -way, passing the Northeast corner of same at distance of 40.22 feet, and continuing for a total distance of 50,29 feet to a point for comer; THENCE North 66 °43'51" East for a distance of 24.34 feet to a point for corner at the beginning of a curve to the right; THENCE in an Easterly direction, along said curve to the right having a central angle of 36 °11'07", a radius of 377.56 feet, a chord bearing of North 84 °49'25" East, a chord distance of 234.50 feet and an arc length of 238.45 feet to a point for corner; THENCE South 77 °05'02" East for a distance of 71.04 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 26 "09'19 ", a radius of 375.06 feet, a chord bearing of South 64 °00'23" East, a chord distance of 169.73 feet and an arc length of 171.21 feet to a point for corner; THENCE South 50 °55'43" East for a distance of 183.30 feet to a point for corner at the beginning of a curve to the left; THENCE in a Southeasterly direction, along said curve to the left having a central angle of 43 °48'42", a radius of 115.02 feet, a chord bearing of South 72 °50'04" East, a chord distance of 85.82 feet and an arc length of 87.95 feet to a point for corner; THENCE North 85 °15'34" East for a distance of 10.60 feet to a point for corner in the Northwest line of an existing 70' wide Texas Power & Light Company Easement and Right -of -Way, as defined by instrument recorded in Volume 1062, Page 62 of the Deed Records of Denton County, Texas; THENCE South 51 °31'31" West along the Northwest line of said Texas Power & Light Company Easement and Right -of -Way, for a distance of 99.62 feet to a point for corner at the beginning of a non - tangent curve to the right; THENCE in a Northwesterly direction, along said curve to the right having a central angle of 20 °49'44 ", a radius of 185.03 feet, a chord bearing of North 61 °20'35" West, a chord distance of 66.89 feet and an arc length of 67.26 feet to a point for corner; THENCE North 50 °5643" West for a distance of 183.30 feet to a point for corner at the beginning of a curve to the left; DME13222 — Winston 4 Access Esmt. Pago 1 of 4 THENCE in a Northwesterly direction, along said curve to the left having a central angle of 26 °09'19 ", a radius of 305.05 feet, a chord bearing of North 64 °00'23" West, a chord distance of 138.05 feet and an arc length of 139.25 feet to a point for corner; THENCE North 77 °05'02" West for a distance of 71.04 feet to a point for corner at the beginning of a curve to the left; THENCE in a Westerly direction, along said curve to the left having a central angle of 36 °11'07 ", a radius of 307.55 feet, a chord bearing of South 84 °49'25" West, a chord distance of 191.02 feet and an arc length of 194.23 feet to a point for corner; THENCE South 66 °43'51" West for a distance of 12.62 feet to a point for corner; THENCE North 12 °2646" West for a distance of 18.10 feet to a point for corner; THENCE South 73 °17'46" West for a distance of 24.52 feet to the POINT OF BEGINNING, and containing 1.174 acres of land, more or less. Todd1J. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940- 383 -4177 Date: November 10, 2014 OME13222 — Winston 4 Access Esmt. ��.��1STfgFO 9N1 Trwa a. tuar+�r ..Y;Q...•4859... r . 1•�0Fe s s %3 ?t�4` Page 2 of 4 m m S X w z MT. GE�S QO'pR/IN� pG 35 cne• -- � V N O N N oQa4 OQO � U 0 z 3 CD LO rn o° M z ': h U EOZ z UNIX Qm ° a uj 0 P �Q< tU W0Z �r ¢ W 7 w O U �0 °z r 0 z �= u w cu Ya:Lo �a ui 0 z Q I ILIL o I COE� a a4c~i 2 W T 2� Uil U �j R. Q 4- e r ' ' 0, • CD 0 Oo'n yQ v�..jO.j}M tC v1•%�d �'• 11 4. � a 'i N Z �! O 1�' i� i h� i Q .• C C ��bitS�U �U S 0 v 2(( < e ,{ N 0�6 Gi `O M 4 Fp9Q 7 r• D O P, } J O W a N O U ' t Z c Z. a 1155 414'ti zi_v {fiw 2'�4 a O t. i 1i T0 Ch � owlw �f� id o� vi v o Y. 00 U. QQ04; No�uslO `a4 a ai ` 00 aWZ(Cu?z�R Zo s w+ I mW 7- 9L o Vj w Z O W CL S1 U gi- ° ~ y 1S 0 .0,0 �T CL k ,� �GGy�pppp o °ufN z NMW Z Q O wYw v�uzS a ��2u{O K a ii a 2 .=N3Yd rvaN �+ N n Y W g0 y W W N Z Z I a0O 'd m m S X w z MT. GE�S QO'pR/IN� pG 35 cne• -- � V N O N N oQa4 OQO � U 0 z 3 CD LO rn o° M z ': h U EOZ z UNIX Qm ° a uj 0 P �Q< tU W0Z �r ¢ W 7 w O U �0 °z r 0 z �= u w cu Ya:Lo �a ui 0 z Q I ILIL o I COE� a a4c~i 2 W T 2� Uil U �j R. Q 4- e r ' ' 0, • CD 0 Oo'n yQ v�..jO.j}M tC v1•%�d �'• 11 4. � a 'i N Z �! O 1�' i� i h� i Q .• C C ��bitS�U �U S 0 v 2(( < e ,{ N 0�6 Gi `O M 4 Fp9Q 7 r• D O P, } J O W a N O U ' t Z c Z. a 1155 414'ti zi_v {fiw 2'�4 a O t. i 1i T0 Ch � owlw �f� id o� vi v o Y. 00 U. QQ04; No�uslO `a4 a ai ` 00 aWZ(Cu?z�R Zo s w+ I mW 7- 9L o Vj w Z O W CL S1 U gi- ° ~ y 1S 0 .0,0 �T CL k ,� �GGy�pppp o °ufN z NMW Z Q O wYw v�uzS a ��2u{O K a ii a 2 .=N3Yd rvaN �+ CL 00 \\ F o c M Z �8a r sz Wz f— V) w 'INN. . X Q) O �G v, Z �"„ a O F0) V- 0 0, ci�Z w \ vet �/F lL[Ot� .. b'db � O ��J` -J�• �. ,i,,, C/j � �.i U O \ \'` 1�0�o bJ�v r q �2' 2 z W 1 I a- h 0 UJ w RE Ci eyy w :417 � oar >w>`,,.°•�Q � � h �g \ $ yh tv'''�' �y.. ya © p�pprqqq 1�yy� g� Hot � �3 N� w,°nr��0� 4.y Q t"UwvNi gma�k`$�Mti:N wE �- 4qi�imoo � J� O d O M ~Ow uN � 40. .• z �� zz�o$� � t4xi x�i� ^ O2� ' ~ N � a p ugN .°a ° w d ( 8 O o e M Ng p 11 w wq 0 0 zwww3 pcS � o w � K wmNrni6NM `CO .t l M NN �i' 2 UCq U U Kw , oO w 00 Cf O Z Z LA U) Z Z U) J Z 7G N E W W U p 3 co �S�5w 4m o n nib W Y�' $8 uj'd'NO0j NNN ..rmhhgi� N co co ^ Q K �i0 i0 NM�1IQ �Ln0000a �l�NNN tfi fh w M M O M M w Z -, .,. N 700 0 — t Y m ai 0> m .- '•^.niDMOtoio W M N V N N M 0 V CNJUUU V w 0 O1it 4 NMO U~1 �OfJNh� D d•ON404bN tp .00 qOi �0 h � .- u1 mN 3www33333 v, z�c -, ZN!t70M R "ppM a d? Zr) O M0M to:- T M tn iM O r. d7 �tp i. r mNt°nm Roy -o A�� . ZZMZWZOZU) j w = J J NM J J V'N[Oh J J J J Op Qi J J 3 ° W t 0 Q = II J U o � 0 •v ��'1 r O O ��H`O «° ''�'no`�o E rML 4t�do'v i no °o Q nc d n B °' 'yu�- a A { i b v, z�c -, O K Np wg E u� F-r $ > Roy -o xw o g g j n�oo ate{ o N mww a FU mu�w w V 3 ° W t 0 Q = II J U o � 0 •v ��'1 r O O ��H`O «° ''�'no`�o E rML 4t�do'v i no °o Q nc d n B °' 'yu�- a �p u w z�c -, O K Np wg E u� F-r $ > Roy -o xw o U �zioo t0 = n�oo ate{ o N mww a FU mu�w w W 3 ° W t 0 Q = II J U o � 0 •v ��'1 r O O ��H`O «° ''�'no`�o E rML 4t�do'v i no °o Q nc d n B °' ATTACHMENT 3 TO EASEMENT PURCHASE AGREEMENT EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY ACCESS EASEMENT BEING a 0.332 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330 and the M.E.P. & P. Railroad Company Survey, Abstract No. 950, Cities of Denton and Corinth, Denton County, Texas, and being part of a called 21.65 acre tract of land described in a Deed to Winston 4 Development, LLC, as recorded in Document No. 2013 - 121526 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for corner in the South line of Winston Drive, a 60' wide right -of -way per the Plat of Wimbleton Village Phase I, as recorded in Cabinet C, Page 31 of the Plat Records of Denton County, Texas, said point being an interior corner of the above cited 21.65 acre tract, THENCE North 77 °19'44" East along the South line of said Winston Drive right -of -way, for a distance of 163.05 feet to a point for corner at the Southeast corner of said Winston Drive right -of -way; THENCE North 12 °40'22" West along the East line of said Winston Drive right -of -way, for a distance of 26.83 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 12 °40'22" West continuing along the East line of said Winston Drive right -of -way for a distance of 15.26 feet to a point for corner; THENCE North 66 °43'51" East departing the East line of said Winston Drive right -of -way, for a distance of 12.99 feet to a point for corner; THENCE North 53 °14'47" East for a distance of 29.63 feet to a point for corner; THENCE South 84 °24'36" East for a distance of 15.78 feet to a point for corner; THENCE South 29 °01'58" East for a distance of 23.81 feet to a point for corner at the beginning of a curve to the left; THENCE in a Southeasterly direction, along said curve to the left having a central angle of 61 °49'49 ", a radius of 50.01 feet, a chord bearing of South 59 °56'52" East, a chord distance of 51.38 feet and an are length of 53.97 feet to a point for corner, THENCE North 89 °08'13" East for a distance of 59.07 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 22 °3908 ", a radius of 120.02 feet, a chord bearing of South 79 °36'42" East, a chord distance of 46.83 feet and an arc length of 47.14 feet to a point for corner; THENCE South 68 °21'38" East for a distance of 11.52 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 08 °08'38 ", a radius of 120.02 feet, a chord bearing of South 64°17'19" East, a chord distance of 17.04 feet and an arc length of 17.06 feet to a point for corner; THENCE South 60 °13'00" East for a distance of 59.79 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 19 °38'21 ", a radius of 120.02 feet, a chord bearing of South 50 °23'50" East, a chord distance of 40.94 feet and an are length of 41.14 feet to a point for corner; THENCE South 40 °34'39" East for a distance of 75.30 feet to a point for corner at the beginning of a curve to the left; DME13222 — Winston 4 Temporary Access Esmt. Pagge 9 of 5 THENCE in a Southeasterly direction, along said curve to the left having a central angle of 16 °00'15 ", a radius of 80.01 feet, a chord bearing of South 48 °34'47" East, a chord distance of 22.28 feet and an arc length of 22.35 feet to a point for corner; THENCE South 56 °34'55" East for a distance of 4.61 feet to a point for corner at the beginning of a curve to the left; THENCE in a Southeasterly direction, along said curve to the left having a central angle of 20 °14129 ", a radius of 80.01 feet, a chord bearing of South 66 °42'10" East, a chord distance of 28.12 feet and an arc length of 28.27 feet to a point for comer; THENCE South 76 °49'24" East for a distance of 135.53 feet to a point for corner at the beginning of a curve to the left; THENCE in an Easterly direction, along said curve to the left having a central angle of 22 °25'43 ", a radius of 180.03 feet, a chord bearing of South 88 °02'16" East, a chord distance of 70.02 feet and an arc length of 70.47 feet to a point for corner; THENCE North 80 °50'33" East for a distance of 35.65 feet to a point for corner in the Northwest line of an existing 70' wide Texas Power & Light Company Easement and Right -of -Way, as defined by instrument recorded in Volume 1062, Page 62 of the Deed Records of Denton County, Texas; THENCE South 51 °31'31" West along the Northwest line of said Texas Power & Light Company Easement, for a distance of 40.85 feet to a point for corner at the beginning of a non - tangent curve to the right; THENCE in a Westerly direction, departing the Northwest line of said Texas Power & Light Company Easement, and along said non- tangent curve to the right having a central angle of 22 °25'43 ", a radius of 200.03 feet, a chord bearing of North 88 °02'16" West, a chord distance of 77.80 feet and an arc length of 78.30 feet to a point for corner; THENCE North 76 °49'24" West for a distance of 135.53 feet to a point for corner at the beginning of a curve to the right; THENCE in a Northwesterly direction, along said curve to the right having a central angle of 20 °14'29 ", a radius of 100.02 feet, a chord bearing of North 66 °42'10" West, a chord distance of 35.15 feet and an arc length of 35.33 feet to a point for corner; THENCE North 56 °34'55" West for a distance of 4.61 feet to a point for corner at the beginning of a curve to the right; THENCE in a Northwesterly direction, along said curve to the right having a central angle of 16 °00'15 ", a radius of 100.02 feet, a chord bearing of North 48 °34'47" West, a chord distance of 27.85 feet and an arc length of 27.94 feet to a point for corner; THENCE North 40 °34'39" West for a distance of 75.30 feet to a point for corner at the beginning of a curve to the left; THENCE in a Northwesterly direction, along said curve to the left having a central angle of 19 °38'21 ", a radius of 100.02 feet, a chord bearing of North 50 °23'50" West, a chord distance of 34.11 feet and an arc length of 34.28 feet to a point for corner; THENCE North 60 °13'00" West for a distance of 59.79 feet to a point for corner at the beginning of a curve to the left; THENCE in a Northwesterly direction, along said curve to the left having a central angle of 08 °08'38 ", a radius of 100.02 feet, a chord bearing of North 64 °17'19" West, a chord distance of 14.20 feet and an arc length of 14.22 feet to a point for corner; THENCE North 68 °21'38" West for a distance of 11.52 feet to a point for corner at the beginning of a curve to the left; THENCE in a Northwesterly direction, along said curve to the left having a central angle of 22 °30'08 ", a radius of 100.02 feet, a chord bearing of North 79 °36'42" West, a chord distance of 39.03 feet and an arc length of 3928 feet to a point for corner; THENCE South 89 °08'13" West for a distance of 49.47 feet to a point for corner at the beginning of a curve to the right; DME13222- Winston 4 Temporary Access Esmt. Page 2 of 5 THENCE in a Northwesterly direction, along said curve to the right having a central angle of 40 °21'37 ", a radius of 100.02 feet, a chord bearing of North 70 °40'58" West, a chord distance of 69.01 feet and an arc length of 70.45 feet to a point for corner; THENCE North 50 °30'09" West for a distance of 29.31 feet to a point for corner; THENCE South 66 °43'51" West for a distance of 28.55 feet to the POINT OF BEGINNING, and containing 0.332 acres of land, more or less. Todd B. Turner, R.P.L.S. No. 4859 Teague Nail & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940 - 383 -4177 Date: December 26, 2014 sTeRFO., J .. ................. TODD 8. TURNER .................... 4859 DME13222 — Winston 4 Temporary Access Esmt. Page 3 of 5 to tJ a) W zwtO 00 Qo� 2 W Oi'e�'V `OO4 l a y � 5� ryryP Gy v pgOtL �J � �6 Q Q O h owaUZ �N}o Ma o j�WW a V�Q20Z u5 4C$ �tM ID tigo C', ¢ M 3> Q Q Z W o 'gs / r Y GE ESMT 40'1) 0 PG. 31 GAB• ---- J wNM W O�chU w N � °u°�za U O v Q s 'k.7'alis aa �Nj1%y1i u tJ a) I 00 Qo� 2 a Qp��l a y � 5� ryryP Gy v CJ' p� I �P��C �b JQ �6 s 'k.7'alis aa �Nj1%y1i u W v a c�c CL W tJ a) 00 co) Z M h V o v ^ a zF-Z`1 Y UMW= a Q Q O h owaUZ �N}o Q tW V�Q20Z MG �tM h 4 C', ¢ M 3> Q Q Z W a o� U U o W Z w w z w p U _ n Lu ui w ti (,7 0 Z Q U 0 �yN 2RQU f,. th QUNI -� c� a \( C3 \ ul c� LLZ wtvc a QQZ4 Wtou� �ap{z...,N o Z` a z W x? `off �Up wo Z5 s \ Z ° O 2q toy f CLiyt W a J� 3� W v a c�c CL W N O O o.� :mom w• •-� o S.. Cu CD J U as z 24.wS1 w �� V JJJJ ryry�� W V � d Uy< O uI Q Wy C{. Li flw>.? WqV WNW !„ �y yl ? t K W > n p ig N Sy� M z ct FC b"aulo '"'w yNy au Z t�g-Im1. w oww�a dais � Qi � v O W N tJ u� V x0 ur-,.� U a w °uz z wo x Ow ¢gw0g i1 `Sw K NOU/S; ? W zv :10 2 t a w07Na p «zzoo �o z . rz- � a 9 c o "ON6 --1 , MOM yr W SZ N i '1 w Vb 4r0 l-80 N '{• 0,009 mJ N �Ua''QK NQ tl tJ a) 00 co) Z M h V o a zF-Z`1 Y UMW= H Q Q O h owaUZ �N}o N UI Z t:A j Z F- tW V�Q20Z MG W W M tw Y/ C', ¢ M 3> Q Q Z W a o� U U o W Z w w z w p U _ n Lu ui w ti (,7 0 Z Q N O O o.� :mom w• •-� o S.. Cu CD J U as z 24.wS1 w �� V JJJJ ryry�� W V � d Uy< O uI Q Wy C{. Li flw>.? WqV WNW !„ �y yl ? t K W > n p ig N Sy� M z ct FC b"aulo '"'w yNy au Z t�g-Im1. w oww�a dais � Qi � v O W N tJ u� V x0 ur-,.� U a w °uz z wo x Ow ¢gw0g i1 `Sw K NOU/S; ? W zv :10 2 t a w07Na p «zzoo �o z . rz- � a 9 c o "ON6 --1 , MOM yr W SZ N i '1 w Vb 4r0 l-80 N '{• 0,009 mJ N �Ua''QK NQ tl y do V 4 �or��rYS• ��. !1{p1j.�SQ b%y lg� stia110 I � \ w \ w� wUmq \ \ �;R U O�.Z DIl Q o xC 6 � Y 6 Q vN Z W \ w � C�J m w `O. o q p N W I 1 3kta ale ,A gy} °w°za o N .�vpj E 1. w Ill QQ 5� Qy $ � Q n q ,wq R;$ C at, �y0 `9e e0 �o`, ° a, �bsb �o. s °tia b� h5 \ by 1 Q C•�z� ^UF�td K �(�+OW �jj 44Sp O wrcy�oS�3. OSm � ` �g ZE © N � (u W ul T F^ o � y a OZ X, S• Q ~ tiNy�� a ate' 2�ci W ip iM :t V'NNtV Q N LL, t-- � 0Zz>0C1Mt Oin in :-ON1 :- d pippp d�V -�M p.-113 mOON.- (mod N m Om.-m� O f-Z Iii to N d'yoi O ai Vv •,� ��.,, Q 00 NOi%�7- 0 o-'vmb :`�i`> z Q ;nM a <cM �'MIM rNO 000M M,V' cv °�' mNmNm(O V'ma1m �p P U OO IO .tNnmN1 d(DO ^,V t4 iO -. .O OOm Y cO GS 0004 x Z 2 N N 2 N VI N N fn z M Z Z ZwWW Z N Z N W WWA,z �} w�� O •- N M 6� Iv n r'hnµY �2uxi� ~Sq V W`DM OU CJwOZIny.a rF wX N a� a_xUNC 4 t $ N g tl ��pp a 40 n nNVUt�zZZZ g/� $ � Q n q ,wq R;$ C at, �y0 `9e e0 �o`, ° a, �bsb �o. s °tia b� h5 \ by 1 DC. Ok 4O•�~ H q 4 wQgYc dQY �$ 41 S Q Ox H Q W Q W P- Q C•�z� ^UF�td K �(�+OW �jj 44Sp O wrcy�oS�3. OSm � ` tOM •7'MM�M �bl� o t•e �P o � y a OZ X, S• Q ~ tiNy�� a ate' 2�ci ZO��o4� w�ro �Wf,colci0 y Uc3 ^�Y Q N LL, t-- � 0Zz>0C1Mt C ¢loc�i4 OQgO�� w Q i�i000 VMIn• DC. Ok 4O•�~ H q 4 wQgYc dQY �$ 41 S Q Ox H Q W Q W P- O � O N Q �-; ti : ''" •ups u' � C> O OSm � ` tOM •7'MM�M �bl� o t•e �P o � y a OZ X, S• z tt - zcnx v ~ o p w a Q U H W Ul?m vim >z U � O V M N W W .'�' O O w Q N LL, t-- � 0Zz>0C1Mt w w C'J �y• ZN� i�i000 VMIn• W ^COO MOM�INMMNIOM TiO z w 7 z w p to U Mu Ui M' co J o2S U a O OM e0 ^� :- P!n a Q� M }< •�d't- NOi%�7- 0 o-'vmb :`�i`> z Q O � O N N (r/1diNN�NN. Q OPi b �-; ti : ''" •ups u' � C> O OSm � ` tOM •7'MM�M �bl� o t•e �P It S• NNV h I� -� NN 3wwwwwwwwwww3�3333� RIB \ Q N (r/1diNN�NN. Q OPi b a00N�M U IdAr tOM •7'MM�M CEO M• m d'r M r N.r- NNV h I� -� NN 3wwwwwwwwwww3�3333� RIB O .; o x V O V a 0 2'g 5 Q. 4 Y N O V M N W W .'�' O O w U2p Q U w UI 7 u1 .�.. voi C'J �y• ZN� i�i000 VMIn• } n O V ^COO MOM�INMMNIOM TiO c M' V'IO O OM e0 ^� :- P!n a Q� M }< •�d't- NOi%�7- m�M o-'vmb :`�i`> v ;nM a <cM �'MIM rNO 000M M,V' mNIDM mNmNm(O V'ma1m �p P U OO IO .tNnmN1 d(DO ^,V t4 iO -. .O OOm Y cO o O<O IOm NID x Z 2 N N 2 N VI N N fn z M Z Z Z Z Z N Z N W j ZvWOO W W w�� O •- N M C N Iv n m P N PN N a) U Nao z O co azz zs ,p C RIB O .; o x V O V a 0 2'g 5 Q. 4 Y N O V M N W W .'�' O O w U2p Q U w UI 7 u1 .�.. voi Y w t } n O V x ~ U T O X P p o a eUS X; �o�F O i s d w �- ID) v a aj OLL K �p P U rcWW�WU z� ^,V �w' a�w LL w O W' w(o� h III W cl KuW NN CC 7 S. �aO w ZvWOO W W w�� OOO xz� =wwr pa,W O z �2uxi� ~Sq V OU CJwOZIny.a rF wX O a� a_xUNC 4 t $ N g N S a) ATTACHMENT 4 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. TEMPORARY ACCESS EASEMENT Winston 4 Development, LLC, a Texas limited liability company( "Grantor "), in consideration of the sum of Ten and No /100 Dollars ($10.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, receipt of which is hereby acknowledged, has GRANTED, BARGAINED, SOLD and CONVEYED and does by these presents GRANT, BARGAIN, SELL and CONVEY unto the City of Denton, Texas ( "Grantee "), 215 E. McKinney, Denton, Texas 76201, a temporary access easement, in, along, over, upon, under and across the following described property (the "Property "), owned by them, and situated in Denton County, Texas, located in the Gideon Walker Survey, Abstract No. 1330, Cities of Denton and Corinth, Denton, County Texas, to wit: PROPERTY DESCRIBED IN EXHIBIT "A ", AND DEPICTED IN EXHIBIT "B" BOTH ATTACHED HERETO AND MADE A PART HEREOF For the purpose of access, including the free and uninterrupted use, liberty of passage, ingress, egress and regress, at all times, in, along, over, upon, under and across the Property to Grantee herein and its agents, employees, contractors, workers and representatives. It is agreed that the Grantee, in consideration of the benefits above set out, may remove from the Property above described, such fences, signage, buildings and other obstructions of any kind as may now or hereafter be found upon said Property, for the purpose of access in, along, over, upon, under and across said Property. It is specifically stipulated by Grantor and Grantee that the scope of the access shall further include the clearing and removal of vegetation and trees that exist within the Property. The term of this grant shall expire on the earlier to occur of (i) one (1) year from the date of the "Contractor Notice to Proceed Letter" for the Teasley Lane to Pockrus Road Transmission Construction Project; or (ii) , 2015. Grantee agrees to indemnify and hold Grantor harmless from any third party damages that may arise as a result of Grantee's activities on the Property. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premise above described. Witness our hands, this the day of , 2015. WINSTON 4 DEVELOPMENT, LLC, a Texas limited liability company Stewart D. Gee, Managing Member CITY OF DENTON, TEXAS, a Texas home -rule municipal corporation George C. Campbell, City Manager 2 ACKNOWLEDGMENT STATE OF TEXAS § DENTON COUNTY § This instrument was acknowledged before me on the day of 2015, by Stewart D. Gee, Managing Member of Winston 4 Development, LLC, a Texas limited liability company, on behalf of said limited liability company. Notary Public, in and for the State of Texas STATE OF TEXAS § DENTON COUNTY § This instrument was acknowledged before me on the day of 2105, by George C. Campbell, City Manager of the City of Denton, Texas, a Texas home - rule municipal corporation, on behalf of said municipal corporation. APPROVED AS TO FORM: Anita Burgess, City Attorney Accepted this day of _ Texas (Resolution No. 91 -103). Paul Williamson Real Estate Manager Notary Public, State of Texas 3 , 2015, for the City of Denton, AFTER RECORDING RETURN TO: City of Denton — Engineering Dept. 901 -A Texas Street Denton, Texas 76209 Attn: Paul Williamson EXHIBIT "A" LEGAL DESCRIPTION TEMPORARY ACCESS EASEMENT BEING a 0.332 acre tract of land situated in the Gideon Walker Survey, Abstract No. 1330 and the M.E.P. & P. Railroad Company Survey, Abstract No. 950, Cities of Denton and Corinth, Denton County, Texas, and being part of a called 21.65 acre tract of land described in a Deed to Winston 4 Development, LLC, as recorded in Document No. 2013- 121526 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for corner in the South line of Winston Drive, a 60' wide right -of -way per the Plat of Wimbleton Village Phase 1, as recorded in Cabinet C, Page 31 of the Plat Records of Denton County, Texas, said point being an interior corner of the above cited 21.65 acre tract, THENCE North 77 °19'44" East along the South line of said Winston Drive right -of -way, for a distance of 163.05 feet to a point for corner at the Southeast corner of said Winston Drive right -of -way; THENCE North 12 °40'22" West along the East line of said Winston Drive right -of -way, for a distance of 26.83 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE North 12 °40'22" West continuing along the East line of said Winston Drive right -of -way for a distance of 15.26 feet to a point for corner; THENCE North 66 °43'51" East departing the East line of said Winston Drive right -of -way, for a distance of 12.99 feet to a point for corner; THENCE North 53 °14'47" East for a distance of 29.63 feet to a point for corner; THENCE South 84 °24'36" East for a distance of 15.78 feet to a point for corner; THENCE South 29 °01'58" East for a distance of 23.81 feet to a point for corner at the beginning of a curve to the left: THENCE in a Southeasterly direction, along said curve to the left having a central angle of 61 °49'49 ", a radius of 50.01 feet, a chord bearing of South 59 °56'52" East, a chord distance of 51.38 feet and an arc length of 53.97 feet to a point for corner; THENCE North 89 °08'13" East for a distance of 59.07 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 22 °30'08 ", a radius of 120.02 feet, a chord bearing of South 79 °36'42" East, a chord distance of 46.83 feet and an arc length of 47.14 feet to a point for corner; THENCE South 68 °21'38" East for a distance of 11.52 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 08 °08'38 ", a radius of 120.02 feet, a chord bearing of South 64 °17'19" East, a chord distance of 17.04 feet and an arc length of 17.06 feet to a point for corner; THENCE South 60 °13'00" East for a distance of 59.79 feet to a point for corner at the beginning of a curve to the right; THENCE in a Southeasterly direction, along said curve to the right having a central angle of 19 °38'21 ", a radius of 120.02 feet, a chord bearing of South 50 °23'50" East, a chord distance of 40.94 feet and an arc length of 41.14 feet to a point for corner; THENCE South 40 °34'39" East for a distance of 75.30 feet to a point for corner at the beginning of a curve to the left; DME13222— Winslon 4 Temporary Access Esmt. Page 1 of 5 THENCE in a Southeasterly direction, along said curve to the left having a central angle of 16 °00'15 ", a radius of 80.01 feet, a chord bearing of South 48 °34'47" East, a chord distance of 22.28 feet and an arc length of 22.35 feet to a point for corner; THENCE South 56 °34'55" East for a distance of 4.61 feet to a point for comer at the beginning of a curve to the left; THENCE in a Southeasterly direction, along said curve to the left having a central angle of 20 °14'29 ", a radius of 80.01 feet, a chord bearing of South 66 °42'10" East, a chord distance of 28.12 feet and an arc length of 28.27 feet to a point for corner; THENCE South 76 °49'24" East for a distance of 135.53 feet to a point for corner at the beginning of a curve to the left; THENCE in an Easterly direction, along said curve to the left having a central angle of 22 °25'43 ", a radius of 180.03 feet, a chord bearing of South 88 °02'16" East, a chord distance of 70.02 feet and an arc length of 70.47 feet to a point for corner; THENCE North 80 °50'33" East for a distance of 35.65 feet to a point for comer in the Northwest line of an existing 70' wide Texas Power & Light Company Easement and Right -of -Way, as defined by instrument recorded in Volume 1062, Page 62 of the Deed Records of Denton County, Texas; THENCE South 51 °31'31" West along the Northwest line of said Texas Power & Light Company Easement, for a distance of 40.85 feet to a point for corner at the beginning of a non - tangent curve to the right; THENCE in a Westerly direction, departing the Northwest line of said Texas Power & Light Company Easement, and along said non-tangent curve to the right having a central angle of 22 °25'43", a radius of 200.03 feet, a chord bearing of North 88 °02'16" West, a chord distance of 77.80 feet and an arc length of 78.30 feet to a point for corner; THENCE North 76 °49'24" West for a distance of 135.53 feet to a point for corner at the beginning of a curve to the right; THENCE in a Northwesterly direction, along said curve to the right having a central angle of 20 °14'29 ", a radius of 100.02 feet, a chord bearing of North 66 °42'10" West, a chord distance of 35.15 feet and an arc length of 35.33 feet to a point for corner; THENCE North 56 °34'55" West for a distance of 4.61 feet to a point for corner at the beginning of a curve to the right; THENCE in a Northwesterly direction, along said curve to the right having a central angle of 16 °00'15 ", a radius of 100.02 feet, a chord bearing of North 48 °34'47" West, a chord distance of 27.85 feet and an arc length of 27.94 feet to a point for corner; THENCE North 40 °34'39" West for a distance of 75.30 feet to a point for corner at the beginning of a curve to the left; THENCE in a Northwesterly direction, along said curve to the left having a central angle of 19 °38'21 ", a radius of 100.02 feet, a chord bearing of North 50 °23'50" West, a chord distance of 34.11 feet and an arc length of 34.28 feet to a point for corner; THENCE North 60 °13'00" West for a distance of 59.79 feet to a point for corner at the beginning of a curve to the left; THENCE in a Northwesterly direction, along said curve to the left having a central angle of 08 °08'38 ", a radius of 100.02 feet, a chord bearing of North 64 °17'19" West, a chord distance of 14.20 feet and an arc length of 14.22 feet to a point for corner; THENCE North 68 °21'38" West for a distance of 11.52 feet to a point for corner at the beginning of a curve to the left; THENCE in a Northwesterly direction, along said curve to the left having a central angle of 22 °30'08 ", a radius of 100.02 feet, a chord bearing of North 79 °36'42" West, a chord distance of 39.03 feet and an arc length of 39.28 feet to a point for corner; THENCE South 89 °08'13" West for a distance of 49.47 feet to a point for corner at the beginning of a curve to the right; DME13222 - Winston 4 Te+nporary Access Esmi. Page 2 or 5 THENCE in a Northwesterly direction, along said curve to the right having a central angle of 40 °21'37 ", a radius of 100.02 feet, a chord bearing of North 70 °40'58" West, a chord distance of 69.01 feet and an arc length of 70.45 feet to a point for corner; THENCE North 50 °30'09" West for a distance of 29.31 feet to a point for corner; THENCE South 66 °43'51" West for a distance of 28.55 feet to the POINT OF BEGINNING, and containing 0.332 acres of land, more or less. P� ........... TF %STE F0• Todd B. Turner, R.P.L.S. No. 4859 y;• S Teague Nall & Perkins " " "'• "• " " " " "•" TODD B. TURNER 1517 Centre Place Drive, Suite 320 ••v••••••••••••••••• Denton, Texas 76205 :A 4859 940 - 383 -4177 l *.op No?:•; Date: December 26, 2014 -1 es .. A DME13222 — Winston 4 Temporary Access Esmf. Page 3 of 5 m U w 3 (� way � P Itu 0. N N � 5 C6 �P�2vo �p� G- �P OUq � 5Fo v N Chi MN E LLy Oct o w N Ci muj ao 011 4y Cl ,$ GF EsMr. 40' oRp{NC PG. 31 �. CAB, 1= N co Q U N O„�oiU W W O p polo �Uq yz S 3ry��H�S �`3S u w 3 (� I o Itu 0. z � 5 C6 �P�2vo �p� G- �P ®� U N (�jjN pq 5Fo v 3ry��H�S �`3S u `�M 1 ��e T U. OZ `S $ GAYf 5 �a w wiLF y (� z 2uC a . �! SUN U o¢�,ci -ii�aQ n O ®� U N (�jjN pq 5Fo v N Chi MN E LLy Oct o w N Ci Z W 011 o W a J r U _z � yCD U g5 -M CLI � w 7'. OYt1fAM u �l o �0 os o lu { r W U w, tp mz U N X-: � •1W°' iSaN� `�M 1 ��e T U. OZ `S $ GAYf 5 �a U*) La M a LL1 h z M H W ° rn O °z M `- U v Z U N &! Q uTi a m o X 000 w Wqco >Oz Q► - %�z0N cM> pU ° CO 0 o C7 azz w a w O w OD Q�U a � Ul ti 0 z d 0 w wiLF y (� z 2uC a . �! SUN U o¢�,ci -ii�aQ �d 2 O U' U N (�jjN pq zc � 0.aaa N Chi MN E LLy Oct o w N Z W 011 o W a J r U _z � U g5 -M CLI � w o �0 os o U*) La M a LL1 h z M H W ° rn O °z M `- U v Z U N &! Q uTi a m o X 000 w Wqco >Oz Q► - %�z0N cM> pU ° CO 0 o C7 azz w a w O w OD Q�U a � Ul ti 0 z d 0 z = z 2uC a . �! w -CA 0. o:. yZ >J F N Chi MN E M§ �� ` U tN� W UI oao j� W J ss<N U g5 -M o � z = z 2uC a . �! w 0. XNX¢¢ J `U} yZ >J F N Chi MN E M§ �� ` U tN� W UI oao j� W OZ a ss<N p g5 -M 3 A w o �0 os o a u W N K W O r W U w, W h Ng mz U N X-: � •1W°' iSaN� w0. w cim u z O g u� a ? ?So §0 C2 j00 §O 'oo�< W T66 wm t2 a =apo 3mz a s, N VOW C O z S N-gppg x 2I N Y Q r< N n CL � 0) 'r' V O Q) (a v� as M N \ \ YJ W Z J � Z, (%) _ m O X N o � v ww Z a O z cc M a �' 0 10 U w �ttorse baa U LL O q tav 0 ---�_ - 9W3St93JVNlyaOAS 1 O a (Ii Z Z zw W 4. Q w .6 v 4 to }— M W \ q p N W E� V m rte° Im W :? S NV �� \ \ S C, 4q fn O 'Q' W W pQO 9� °:N 'm:d m• O zUq QQ \ 90 \ \ v>S�+ :02 �J It d� z o� Q Cv 8 N yQ� �lb;�s•: r: e•�P ti wQ x V W 4 yd° z O p3 U m U yyW V 6. �r W CO M C' 't N N CVO in in 0 M r � � xq F ��`J ° �q} t$ °Oq Y d pp '� N co mN.- OOD. -07 •: NO4 g v Q h w U t9 �•o,'wy °q22 a 3 of pUm <° .- V M N 0. -6t�ON o0Oh Nr� •P .r v, O Q �y}a;N � `[N{".c.4 � zd' w �± � � a yON.r .- .}NNhi� MNM. -M� W Nda Q ?�b�(2u �° QWU' (Q$�Wx - PV OMO .'• E U �/p q ciz W K`U��4 Z V 4 •4 M O u lI0avl� z- t�UU q $ z wwww xx p �a•' O Z° 10, 'c e o r a E£ 4NC1 Ol Of� O w< (0 o-o p�N � w �' V) ci a.y zV ? �t1 E Na NV'. .- .- o-N.-aN 2 O Uo0 .6 �` h W �°rO .- N;77' NM 7 G O M MN 7'M,p. Z �yt� i,U �°mrn� bm omm oroiaamo OZ'a q a�5 N h N N •t �0 CO 00 �° a N N h 1'� �S lo,z mcnzzzzzzz w� �Q w„ in Fri�O M ttp NOON 'i `!� W 4� 7i0 u, U�ci NN `!'��� V a OW Wp r'�NONO�MNM`f emn� wo �awF�ii� wo w ° o � W 0 ¢ U Z pgs9�x�> I I U iD QNO��O NN b~ Gt CM rN�NN.`•Nh a0 �- f�NbNhM•pN�D f� CV U1 O � M �MM�eN•f in in W'n M • ,pM QhN O C71 hNtl CV !' ��NN :- in �'?N ;wwwwwwwwwww333�333�3 ^aW0 Fg 9 Ta N W wr �r z O M b (mob �hcOQ O��N VM• U w U LUN Q Y'NO�Oc0 �� N. ZN N M ip ;'MOM N N!7 MNN MO M- Q;n Q a V ..-�V OON�- M!77NM OY V N1M1;- �imD 00) m bIn to NK�1�tOO Nr m•n�N� O00 tb0 z z zo nztn V1NtnN 2(nz z'L22' V1 s��n Z J ~ tQ O pp W d waL W OR � o Y w O ^aW0 Fg 9 Ta N W wr �r z O M U w U LUN Q ATTACHMENT 5 TO EASEMENT PURCHASE AGREEMENT C- 0 4- *2 C=-= > > z U) 0 z > > > > LU U) Lij ME, �2 C) z 0 0 0 0 D- z ui Lij c o z L/) z O C7 z z z 0 0 0 .2 x W W o 0 z m a- 0 W a- r Ag 5 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -228, Version: 1 Agenda Information Sheet DEPARTMENT: Transportation CM /ACM: John Cabrales Date: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, prohibiting left turns for any vehicle travelling westbound on Russell Newman Boulevard onto Loop 288; providing a repealer clause, providing a savings clause, providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton, and providing for an effective date. BACKGROUND Russell Newman Boulevard is an east west street in an industrial area connecting Loop 288 on the west end to Mayhill Road on the east end north of McKinney Street. Several years ago, developers understood that a traffic signal may be installed at the Russell Newman/Loop 288 intersection. The proposed traffic signal on Russell Newman Boulevard does not meet Texas Department of Transportation (TxDOT) traffic volumes to warrant the signal. As part of Economic Development retention efforts, City of Denton Economic Development staff has been working with Labinal which is located on Russell Newman and employs over 500 employees. Labinal has expressed safety related concerns with the intersection and has requested the City consider traffic safety options that may improve traffic movements at this intersection. City staff has reviewed alternative options and initially considered installing a raised curb "pork chop" for westbound Russell Newman intended to guide motorists to a right turn only onto northbound Loop 288. For it to be most effective, a portion of the pork chop would need to be installed in the TxDOT /Loop 288 right of way (ROW), and in this case, located on the back side of the sidewalk. This would require a TxDOT permit and an engineering design of the pork chop to meet TxDOT specifications. If TxDOT did agree to the installation, the design and TxDOT permit review process could take an extended amount of time, six months to over a year. To move the pork chop out of the TxDOT ROW would cause it to be less effective. This is not recommended as that would allow room for motorists to maneuver around it and initiate a left turn on to southbound Loop 288. In addition to installing a concrete pork chop, a substantial amount of the existing markings for westbound Russell Newman would need to be revised between Loop 288 and the first driveway on Russell Newman to the east eliminating the existing westbound left turn lane. Staff is recommending an alternative that will add pavement markings intended to restrict left turns and improve safety at this intersection. Exhibit 1 City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -228, Version: 1 demonstrates the proposed pavement markings. In addition to the pavement markings, an ordinance restricting left turns from Russell Newman to Loop 288 is required to authorize the police department to issue citations. Spot enforcement could be implemented near shift changes at the Labinal facility and other high traffic volume periods to influence driver behavior. Should the proposed pavement markings not provide the intended improvement to traffic safety, staff could initiate design, permitting and eventual installation of the raised pork chop at the intersection. OPTIONS 1. Adopt the proposed ordinance to restrict left turns from Russell Newman to southbound Loop 288 and replace pavement markings. 2. Direct staff to coordinate with TxDOT on installing a raised median (pork chop) to restrict left turns from Russell Newman. 3. Maintain current conditions at the identified intersection. RECOMMENDATION Staff recommends adoptions of the ordinance as proposed. ESTIMATED SCHEDULE OF PROJECT Signage will be posted within 30 days, once formal notification has been posted in the Denton Record Chronicle. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Traffic Safety Commission was briefed at their February 2015 meeting and was supportive of the proposed ordinance. FISCAL INFORMATION Signage, marking and labor is estimated at less than $2,000. EXHIBITS 1. Site Map 2. Excerpt from Traffic Safety Commission Minutes, February 2, 2015 3. Ordinance Respectfully submitted: Mark Nelson Transportation Director City of Denton Page 2 of 2 Printed on 4/2/2015 Mf Exhibit 2 MINUTES TRAFFIC SAFETY COMMISSION Monday, February 9, 2015 After determining that a quorum of the Traffic Safety Commission was present, the Commission convened the meeting on Monday, February 9, 2015 at 5:30 p.m. in the City Hall Conference Room, City Hall, 215 East McKinney Street, Denton, Texas. Present: Chair Wally Campbell, John Murphy, Nancy DiMarco, Cameron Cox and Adam Reese Absent: Patrice Lyke and Kenneth Leathers Also Present: Mark Nelson, Director of Transportation; John Davis, Director of Engineering Services; Michelle Cunningham, Business Development Officer; Julie Anderson, Bike and Pedestrian Coordinator and Kim Mankin, Administrative Supervisor. OPEN MEETING 3) Receive a report, hold a discussion and provide direction regarding a restricted left hand turn from Russell Newman Blvd. to Loop 288. Mark Nelson talked about this item. Nelson stated that when this development went in at the corner of Russell Newman and Loop 288 there was a suggestion by a former City employee that there would be a traffic signal at that location. Unfortunately that did not happen because it is a TxDOT facility and does not meet the TxDOT warrants regarding traffic volumes. Over the years there has been discussions regarding the assistance of traffic through that area. Michelle Cunningham has talked with Labinal and their desire for improvements to this intersection. Staff has looked at putting in a `pork chop' in the intersection which includes a nine inch raised curb that helps guide vehicles and would restrict vehicles from turning left. This would require a right turn from west bound Russell Newman to north bound Loop 288. To implement the pork chop will require access to the TxDOT right of way which involves a design and permitting process that takes time. Staff then looked at restricting left hand turns from Russell Newman to Loop 288 via signage and pavement markings. This will have to go to Council for an ordinance. Pavement markings will have to be removed and then added back. Nelson then showed a map of where the arrows will be removed for turning left from Russell Newman. There will be a double yellow line added along with signage for right turns only. Staff could talk with TxDOT in getting that `pork chop' installed at a later date if pavement markings and signage aren't effective. Cox asked how long is commute if you turn right to make a U -turn. Davis answered it is one quarter of a mile. Cunningham also responded that there is a light at McKinney and Loop 288 there is hope that traffic will go east to Mayhill and south to McKinney Street. Murphy asked if the U -turn was at the crest of the hill on Loop 288. Nelson answered that would be monitored. Mobility Committee Meeting Draft Minutes February 9, 2015 Page 2 of 2 There was some discussion regarding Mayhill. Davis answered there is hope to have Mayhill completed in about three years, bidding should be this year. Based on Commission feedback, the Traffic Engineer will move the ordinance forward for Council consideration. With no further business to address, the Commission adjourned at 6:10 p.m. sAlegal \our documents \ordinances\l5 \no left tum russell newman blvd at loop 288.doc [QaI7 01,111,14-:8,04 a AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROHIBITING LEFT TURNS FOR ANY VEHICLE TRAVELLING WESTBOUND ON RUSSELL NEWMAN BOULEVARD ONTO LOOP 288; PROVIDING A REPEALER CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR VIOLATIONS OF THIS ORDINANCE; PROVIDING THAT VIOLATIONS OF THIS ORDINANCE SHALL BE GOVERNED BY CHAPTER 18 OF THE CODE OF ORDINANCES OF THE CITY OF DENTON; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. When signs and/or marking or any combination thereof are in place giving notice thereof, no person travelling westbound on Russell Newman Boulevard shall turn left onto Loop 288. SECTION 2. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 3. Save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. SECTION 4. Any person found liable of violating this Ordinance by a court of competent jurisdiction shall be fined a sum not to exceed five hundred dollars ($500). Each day that a provision of this ordinance is violated shall constitute a separate offense. The disposition of parking citations issued pursuant to this Ordinance shall be governed by Division 3 titled "Parking Violations Division" of Chapter 18 of the Code of Ordinances. SECTION 5. This Ordinance providing for a penalty shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR s:\Iegal\our documents\ordinances\l 5\no left turn russet] newman blvd at loop 288.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: 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 File #: ID 15 -253, Version: 1 DEPARTMENT: ACM: DATE: Finance Bryan Langley April 7, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending the Fiscal Year 2014 -2015 Budget and Annual Program of Services of the City of Denton to allow for adjustments to the Tree Mitigation Fund of four hundred ninety -four thousand and seventy -eight dollars ($494,078), the Police Confiscation Fund of fifty thousand dollars ($50,000), the Risk Retention Fund of six hundred thousand dollars ($600,000), and the General Debt Service Fund to include revenues and expenditures of one million four hundred thirty -four thousand seven hundred and forty -eight dollars ($1,434,748); declaring a municipal purpose; providing a severability clause; providing an open meetings clause; and providing for an effective date. The Audit/Finance Committee recommends approval (3 -0). BACKGROUND City staff is proposing to amend the City's FY 2014 -15 Budget as follows: Increase the Tree Mitigation Fund budget by $494,078 for the planting of trees with automated watering and to support Keep Denton Beautiful (KDB) with the purchase of educational materials and Arbor Day celebrations. This would increase the expenditure budget for this fund from $50,000 to $544,078 for FY 2014 -15. Increase the General Debt Service Fund budget by increasing revenues and expenditures by $1,434,748 (Electric, $478,796 and Water, $955,952) for debt service payments resulting from the August 2014 refunding bond sale. This bond sale refunded a portion of TMPA debt for the Electric Fund and outstanding Water revenue bonds for debt service savings. These funds were budgeted in the Electric and Water Funds and are simply transfers to the debt service fund for payment. Since the corresponding budget appropriation was not included in the debt service fund for the payment prior to budget adoption, a budget amendment is now necessary. There is no impact to the City's property tax supported debt by this amendment. This would increase the revenue and expenditure budget for this fund from $52,579,539 to $54,014,287 for FY 2014 -15. Increase the Police Confiscation Fund expenditure budget by $50,000 for vehicle equipment expenses not completed in the prior fiscal year. This fund was established to record the receipt of confiscated contraband and the expenditures funded by that revenue as approved by the courts. This would increase the expenditure budget for this fund from $148,500 to $198,500 for FY 2014 -15. Increase the Risk Retention Fund expenditure budget by $600,000 for additional litigation expenses. This City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -253, Version: 1 would increase the expenditure budget for this fund from $3,210,614 to $3,810,614 for FY 2014 -15. RECOMMENDATION Staff recommends approval of the budget amendment ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 30, 2015, the Audit/Finance Committee unanimously recommended approval to forward a budget amendment to the City Council for consideration. FISCAL INFORMATION This ordinance will amend the FY 2014 -15 Budget and Annual Program of Services to allow for an increase to the Tree Mitigation Fund of $494,078, increasing appropriations from $50,000 to $544,078; increase the Police Confiscation Fund by $50,000, increasing appropriations from $148,500 to $198,500; increase the Risk Retention Fund by $600,000, increasing appropriations from $3,210,614 to $3,810,614; and amend the General Debt Service Fund by $1,434,748, increasing the revenues and expenditures from $52,579,539 to $54,014,287. EXHIBITS 1. Ordinance Respectfully submitted: Chuck Springer 349 -8260 Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance City of Denton Page 2 of 2 Printed on 4/2/2015 sAegakour doeuments\ordinances\1 5\budget amendment ordinance 040715.doex Exhibit I ORDINANCE NO. AN ORDINANCE OF HE CITY OF DENTON, TEXAS, AMENDING -THE FISCAL YEAR 2014-15 BUDGET AND ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO ALLOW FOR ADJUSTMENTS TO THE TREE MITIGATION FUND OF FOUR HUNDRED NINETY -FOUR THOUSAND AND SEVENTY-EIGHT DOLLARS ($494,078), THE POLICE CONFISCATION FUND OF FIFTY THOUSAND DOLLARS ($50,000), THE RISK RETENTION FUND OF SIX HUNDRED DOLLARS ($600,000), AND THE GENERAL DEBT SERVICE FUND TO INCLUDE REVENUES AND EXPENDITURES OF ONE MI.I..,LION FOUR HUNDRED THOUSAND SEVEN HUNDRED AND FORTY-EIGHT DOLLARS ($1,434,748); DECLARING A MUNICIPAL PURPOSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR AN OPEN MEETINGS CLAUSE; AND PROVIDING FOR AN EFFECTIVFDATE. WHEREAS, pursuant to Ordinance No. 2014-279, the City Council of Denton, Texas, approved the Fiscal Year 2014-2015 Budget and Annual Program of Services (the "Budget"); and WHEREAS, the City of Denton anticipates the planting of trees with automated watering and to support Keep Denton Beautiful (KDB) with the purchase of education materials and Arbor Day celebrations; and WHEREAS, the City of Denton is obligated to make principal and interest payments on general obligation debt issued in the prior fiscal year; and WHEREAS, the City of Denton anticipates the purchase of vehicle equipment; and WHEREAS, the City of Denton has need of additional outside legal services; and WHEREAS, the City Council finds that this Budget Amendment serves an important municipal purpose as eligible items for expenditure in the current Budget, consistent with Section 102.010 of the Texas Local Government Code and other applicable laws; NOW, THEREFORE, JTIE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the above preamble to this Ordinance are true and correct and are hereby adopted. SECTION 2. The Fiscal Year 2014-2015 Budget and Annual Program of Services is hereby amended by the City Council as follows: to allow for an adjustment to the 'Free Mitigation Fund of $494,078, increasing appropriations from $50,000 to $544,078; adjusting the Police Confiscation Fund by $50,000, increasing appropriations from $148,500 to $198,500; adjusting the Risk Retention Fund by $600,000, increasing appropriations from $3,210,614 to Olegal\our d0CUments\ordinances\1 5\budget amendment ordinance 04071 5.doex Exhibit I $3,810,614; and adjusting the General Debt Service Fund by $1,434,748, increasing the revenues and expenditures from $52,579,539 to $54,014,287. SECTION 3. This Ordinance shall be filed with the City Secretary, who is directed to attach a copy of this Ordinance to the Fiscal Year 2014-2015 Budget and Annual Program of Services. SECTION 4. This Ordinance was approved by at least five members of the City Council as required by Section 8.08 of the City Charter. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this Ordinance, or the application thereof to any person or under any circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 6. It is officially found and determined that the meeting at which this Ordinance was passed was open to the public as required by law, and the public notice of the time, place and purpose of this meeting was given as required by law. SECTION 7. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 CHRIS WAITS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN Legislation Text File #: ID 15 -256, Version: 1 AGENDA DATE: DEPARTMENT: ACM: SUBJECT AGENDA INFORMATION SHEET April 7, 2015 Parks and Recreation John Cabrales, Jr. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute a contract with the Denton Independent School District for the 2015 Summer Food Service Program; authorizing the expenditure of funds to administer the program; and providing an effective date. BACKGROUND This free lunch program is designed to serve children in areas of low - income populations during the summer months when traditional school lunch programs are not in effect. This program is sponsored and funded by the United States Department of Agriculture, Food and Nutrition Service and is a continuation of the free lunch program that is offered during the school year. The Texas Department of Agriculture has made an effort through outreach to increase the number of cities participating in the program. Cold sack lunches will be prepared by the Denton Independent School District and served at the following locations: 1) MLK Recreation Center, 2) Denia Park, 3) Quakertown Park, 4) Owsley Park, 5) Fairways at University Apartments, 6) Village East Apartments, 7) Fred Moore Park, 8) McMath Middle School, 9) Mack Park, 10) Denton Mobile Park, 11) Civic Center; other DISD summer school sites and additional City sites may be implemented based on need. The total estimated cost for this program is approximately $155,000, which is completely reimbursed by the Texas Department of Agriculture. The Parks and Recreation Department first offered the Summer Food Service Program in 1992 at Denia Park, Phoenix Park, Fred Moore Park, Civic Center Park, and two summer school locations. At these six locations, a total of 10,776 lunches were served to children 1 through 18 years of age. The 2014 Summer Food Service Program served 43,341 lunches at 25 locations at a cost of $151,151.74 OPTIONS Council may approve the contracts with the Texas Department of Agriculture and Special Nutrition Programs and Denton Independent School District in its entirety, deny the request, or ask staff to make modifications. RECOMMENDATION Staff recommends approval of the proposed ordinance. ESTIMATED SCHEDULE OF PROJECT Summer lunches will be served week days from June 8, 2015, through August 14, 2015. No lunches will be City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -256, Version: 1 served on Friday, July 3, 2015, in observance of the Independence Day Holiday. PRIOR ACTION/REVIEW The Denton Independent School District recommended approval to contract the preparation of cold sack lunches for this program when it was presented to their Board on February 17, 2015. The program is scheduled for lunch service implementation on June 8, 2015. The City Council has authorized expenditures to administer the Denton Independent School District Summer Food Service Program since its inception in 1992. FISCAL INFORMATION Texas Department of Agriculture administers this grant and will reimburse the City for all costs associated with the program. EXHIBITS Ordinance Respectfully submitted: Emerson Vorel, Director Parks and Recreation Department Prepared by: Kathy Schaeffer, Athletics/YTS Program Area Manager Parks and Recreation Department City of Denton Page 2 of 2 Printed on 4/2/2015 Ilcodad\departments\tegahour documems\ordimmces\1 Mparks summer food service,doex ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH THE DENTON INDEPENDENT SCHOOL DISTRICT FOR THE 2015 SUMMER FOOD SERVICE PROGRAM; AUTHORIZING THE EXPENDITURE OF FUNDS TO ADMINISTER THE PROGRAM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton and the Denton independent School District mutually agree to provide meals for eligible individuals; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to execute a contract with the Denton Independent School District, substantially in the form of the contract which is attached to and made a part of this ordinance for all purposes, to provide meals for eligible individuals at the various sites, and such other documents and certifications as are necessary to carry out the 2015 Summer Food Service Program and to handle all fiscal and administrative matters relating to the program. SECTION 2. The expenditure of funds necessary to administer the 2015 Summer Food Service Program is hereby authorized. SECTION 3. 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 IM BY: X110 State of Texas County of Denton AGREEMENT TO FURNISH FOOD SERVICE CITY OF DENTON and DENTON INDEPENDENT SCHOOL DISTRICT FOOD SERVICES THIS AGREEMENT is made and entered into by and between the Denton Independent School District and the City of Denton both of whom are local governmental entities authorized to enter into interlocal agreements under Chapter 791 of the Texas Government Code. (Vernon 1994) Whereas, the interlocal agreement contemplates the performance of function or services that each party to this contract is authorized to perform individually. Whereas, that the City of Denton is making payment under this agreement which it is funding from payments from current revenue; whereas, the payments provided by the City of Denton are in an amount that fairly compensates the Denton Independent School District for the services that it is performing. Witnesseth: I. Provision of Meals Denton Independent School District agrees to supply unitized meals inclusive of milk and juice to the City of Denton Parks and Recreation Department. The City of Denton Parks and Recreation Department will pick up meals at designated food preparation site and package coolers with meals and deliver to approved SFSP sites. Breakfast...... $_QPO each Lunches ....... $ 2.50 each Snacks......... $ 0.00 each Supper......... $ 0.00 each II. Menu Records It is further agreed that the Denton Independent School District pursuant to the -provisions of the Summer Food Service Program Regulations, will assure that said meals meet the minimum requirements as to nutritive value and content as outlined in the U.S.D.A.'s sponsor Meal Preparation Handbook, and will maintain full and accurate recordings of such, including the following: 1. Menu Records, including amount of food prepared. 2. Meals, including daily number of meals delivered by type. III. Retention of Records These records must be reported to the institution promptly at the end of each week. Denton Independent School District agrees also to retain records required under the preceding clause for a period of three years and 90 days after the end of the contract period. If audits, claims or litigation have not been resolved, all records must be retained beyond the required time period until all issues are resolved in accordance with the Summer Food Service Program Agreement between The City of Denton and Texas Department of Agriculture-Food & Nutrition Division. IV, Compliance With I=igr Ation Laws The Denton Independent School District agrees to comply with the requirements of the Immigration Reform Control Act of 1986 regarding employment verification and retention of verification forms for any individuals hired after November 6, 1986 who will perform labor or services under this contract. V. Audit The Denton Independent School District agrees to allow for purposes of audit, examination, excerpt, and transcription: the USDA, the Comptroller of the United States, D.S. and any of their authorized representatives to have access to any of the contractor's books, documents, papers, and records that are pertinent to the contract. VI. Energy Efficiency The Denton Independent School District agrees to comply with the required mandatory standards and policies concerning energy efficiency contained in the Texas Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). VII. Remedies For Breach of Contract The Denton Independent School District agrees that except for small purchase contracts, it will comply with and enforce provisions that allow for administrative, contractual, or legal remedies if contractors violate or breach contract terms, and any appropriate sanctions and penalties. VIII. Compliance With Labor Regulations The Denton Independent School District agrees to be in compliance with Section 103 of the contract Work Hours and Safety Standards Act (40 USC 327-330) as supplemented by the Department of Labor regulations (29 CFR, Part 5). Under this Act, contractors must compute the wages of mechanics and laborers on the basis of standard workday of eight hours and a standard work-week of 40 hours. Work that exceeds the standards must be compensated at least I V2 times the basic pay rate for overtime hours worked. These requirements do not apply to the purchase of supplies or materials ordinarily available on the open market or contracts for transportation. IX. Equal Employment Opportunity The Denton Independent School District agrees to comply with Executive Order 11246 entitled "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60). X. Compliance With Laws The Denton Independent School District agrees to comply with all other applicable laws, including without limitation, any additional applicable Federal Laws or regulations contained in the Summer Food Program Agreement between the City of Denton and the Texas Department of Agriculture-Food & Nutrition Division. XI. Remedy For Breach If the Denton Independent School District fails to provide services in accordance with the provisions of this contract, the City of Denton may, upon written notice of default to the contractor, immediately terminate the whole or part of this contract. X11. Consideration The City of Denton agrees to pay Denton Independent School District for all meals ordered on daily basis at the rate agreed upon in this contract. XIII. Term The agreement shall be effective as of June 8, 2015, and shall have the same term as the Summer Food Program Agreement between the City of Denton and the Texas Department of Agriculture- Food & Nutrition Division. It may be terminated by notice in writing given by any party hereto to the other parties at least 30 days prior to the date of termination. XIV. Venue This agreement shall be interpreted in accordance with the laws of the State of Texas. Any litigation filed with regard to this contract shall be tried in a court of competent jurisdiction setting in Denton County, Texas. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the dates indicted below: Agreed to this date Sponsor Official Agreed to this date -02- / ;7- /S-- DISD Sponsor Title: City Manager Title School Board President The location of the food preparation site will be: Denton High School 1007 Fulton Denton, Texas 76201 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 -264, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Engineering Services CM /ACM: Jon Fortune DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Purchase Agreement, by and between the City of Denton, Texas (the "City "), as Buyer, and CCBV, LLC, a Texas limited liability company (the "Owner "), as Seller, to acquire fee simple title to a 0.535 acre tract, located in the Morreau Forrest Survey, Abstract No. 417, City of Denton, Denton County, Texas, generally located in the 200 block of North Mayhill Road, for the purchase price of Four Hundred Forty Thousand Dollars and No /Cents ($440,000.00), and other consideration, as prescribed in the Purchase Agreement (the "Agreement "), as attached to the ordinance and made a part thereof as Exhibit "A;" authorizing the expenditure of funds therefore; providing a savings clause; and providing an effective date. ( Mayhill Road Widening and Improvements project: Parcel M085 - CCBV, LLC) BACKGROUND In April and June 2014, respectively, initial and final Offer(s) to Purchase were delivered to the property owner, Ms. Carrie Bishop, in the amount of $248,306.00 for the property interests, based upon an appraisal obtained by the City. Thereafter, several attempts to negotiate the offer were made by the City's land rights procurement consultant, without success. Ongoing negotiations with the affected property owner for the subject land rights necessary for the Mayhill Road Widening and Improvements have continued in advance of an eminent domain hearing scheduled for March 27, 2015. The captioned purchase amount represents a proposed settlement of the matter, subject to Council approval. Approval of the subject ordinance authorizes staff to proceed to closing the purchase transaction with the property owner. OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -264, Version: 1 PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council - Ordinance No. 2014 -340 Eminent Domain - October 21, 2014 FISCAL INFORMATION The overall Mayhill Road Widening and Improvements project is being funded with a combination of Regional Toll Revenue (RTR) funds, Denton County Transportation Road Improvement Program (TRIP `08) funds and City of Denton local match funds. The recommended settlement amount is $440,000.00, plus closing costs, as prescribed in the Agreement. BID INFORMATION Not applicable. EXHIBITS 1. Location Map. 2. Ordinance (Agreement attached). Respectfully submitted: Frank G. Payne, P.E. City Engineer Prepared by: LuAnne Oldham Real Estate Specialist City of Denton Page 2 of 2 Printed on 4/2/2015 LOCATION MAP N W E S. Exhibit 1 to the CC AIS Mayhill Road Widening and CCBV, LLC. Parcel 420 210 0 420 Improvements ____. M085 ��TY .a o 840 1,260 DENTON Feet s: \legal \our documents \ordinances \15 \ordinance settl m085 ccbv.docx ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF DENTON, TEXAS ( "CITY "), AS BUYER, AND CCBV, LLC, A TEXAS LIMITED LIABILITY COMPANY (THE "OWNER "); AS SELLER, TO ACQUIRE FEE SIMPLE TO A 0.535 ACRE TRACT, LOCATED IN THE MORREAU FORREST SURVEY, ABSTRACT NO. 417, CITY OF DENTON, DENTON COUNTY, TEXAS, GENERALLY LOCATED IN THE 200 BLOCK OF NORTH MAYHILL ROAD, (THE "PROPERTY INTERESTS "), FOR THE PURCHASE PRICE OF FOUR HUNDRED FORTY THOUSAND DOLLARS AND NO CENTS ($440,000.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE PURCHASE AGREEMENT (THE "AGREEMENT "), AS ATTACHED TO THIS ORDINANCE AND MADE A PART HEREOF AS EXHIBIT "A," AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City ") has initiated the widening and expansion of Mayhill Road affecting, among other lands and interests, the Property Interests; WHEREAS, the widening and expansion of Mayhill Road constitutes a valid public use of the City and its citizens; WHEREAS, the City made a written Initial Offer (herein so called) CCBV, LLC, a Texas limited liability company, the owner of the Property Interests ("Owner ") on April 7, 2014; WHEREAS, the City made a written Final Offer (herein so called) to the Owner of the Property Interests on or before June 17, 2014; WHEREAS, Owner has made a counteroffer to the Offer(s) of City; WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council finds that a public use and necessity exists, and that the public welfare and convenience require the acquisition of the Property Interests by the City. The City Council hereby finds and determines that the acquisition of the Property Interests is necessary for public use to provide street and roadway expansion, related improvements to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The City Manager, or his designee, is hereby authorized to execute for and on behalf of the City (i) the Purchase Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A ", with a purchase price of $440,000.00 and other consideration, plus costs and expenses, all as prescribed in the Purchase s: \legal \our documents \ordinances \15 \ordinance settl m085 ccbv.docx Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Purchase Agreement. SECTION 3. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015 CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: EXHIBIT "A" PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. THIS PURCHASE AGREEMENT (the "Agreement ") is dated 2015, but effective as of the date provided below, between CCBV, LLC ( "Owner ") and the City of Denton, Texas ( "City ") WITNESSETH: WHEREAS CCBV, LLC is the Owner of a tract of land (the "Land ") in the Morreau Forrest Survey, Abstract Number 417, Denton County, Texas, being affected by the public improvement project called the Mayhill Road Widening and Improvements Project ( "Project "); and WHEREAS, City is in need of certain fee simple lands, being a part of the Land, 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 real property interests for the Project, in lieu of condemnation proceedings; NOW, THEREFORE, for Ten and No /100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: M085/CCBV, LLC/Purchase Agreement— REVISED 1. A. At Closing, the Owner shall grant, execute, and deliver to the City a Special Warranty Deed (herein so called), conveying to the City, subject to the reservations described below, the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Special Warranty Deed, and other interests as prescribed therein (the "Fee Lands "), the Special Warranty Deed being attached hereto as Attachment 1 and made a part hereof. The Special Warranty Deed shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment I". B. Owner, subject to the limitation of such reservation made herein, shall reserve, for themselves, their heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Fee Lands. Owner, their heirs, devisees, successors and assigns, shall not have the right to use or access the surface of the Fee Lands, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Fee Lands for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Fee Lands; and (ii) all substances which are at or near the surface of the Fee Lands. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 74' ) (Tex. 1980). Pa M085 /CCBV, LLC /Purchase Agreement — REVISED As used herein, the term "surface of the Fee Lands" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. 2. As consideration for the granting and conveying of the Fee Lands to the City, the City shall pay to Owner at Closing the sum of Four Hundred Forty Thousand and No /100 Dollars ($440,000.00). The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation ". 3. The Owner shall convey and grant to the City the Fee Lands free and clear of all debts, liens and other encumbrances (the "Encumbrances "). The Owner shall assist and support satisfaction of all closing requirements of the City in relation to solicitation of releases or subordinations of the Encumbrances and other curative efforts affecting the Fee Lands, if necessary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 10, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 4. Owner stipulates that the Total Monetary Compensation payment, and the City's installation of a 30 -foot driveway approach, constitutes and includes all compensation due Owner by City related to the Project, including without limitation, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, value of, damage to and /or costs of repair, replacement and /or relocation of any improvements, turf, landscape, vegetation, or any other structure or facility of any kind within the Fee Lands related to activities conducted pursuant to the City ownership of the Fee Lands, and interference with Owner's activities on other property interests of Owner, caused by or related to activities related to the Project on the 3 M085 /CCBV, LLC/Purchase Agreement— REVISED Fee Lands, whether accruing now or hereafter, and Owner hereby releases for themselves, their heirs, devisees, successors and assigns, the City, it's officers, employees, elected officials, agents and contractors from and against any and all claims they may have now or in the future, related to the herein described matters, events and /or damages. 5. The Closing (herein so called) shall occur in and through the office of Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205 ( "Title Company "), with said Title Company acting as escrow agent, on the date which is 180 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ( "Closing Date "). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date shall be the next resulting business day. 6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If the actual amount of taxes for the calendar year in which Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Fee Lands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The result of such proration is that the Owner shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the Closing Date) and City shall pay for those taxes attributable to the period commencing as of the Closing Date. All other typical, customary and standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. 7. The date on which this Agreement is executed by the City shall be the "Effective Date" of this Agreement. 4 M085 /CCBV, LLC /Purchase Agreement — REVISED 8.A. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 10. From and after the Effective Date of this Agreement, through and including the Closing Date, Owner shall not (i) convey or lease any interest in the Fee Lands; or (ii) enter into any agreement that will be binding upon the Fee Lands, or upon the Owner with respect to the Fee Lands, after the date of Closing. 11. Any notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: 5 M085 /CCBV, LLC /Purchase Agreement — REVISED OWNER: CCBV, LLC Phone_ Telecopy: Copies to: Fnr Ownpr- Telecopy: CITY: City of Denton Paul Williamson, Real Estate Manager Engineering Services 901 -A Texas Street Denton, Texas 76209 Telecopy: (940) 349 -8951 For City: � " 6, `. Ada- Burgess, City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382 -7923 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. Time is of the essence with respect to this Agreement. 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Special Warranty Deed. 14. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the taking of any portion of the Fee Lands, City may, at its election, terminate this Agreement at any time prior to Closing. 0 M085 /CCBV, L.LC /Purchase Agreement— REVISED CITY OF DENTON, TEXAS By: GEORGE C. CAMPBELL, CITY MANAGER Date: 2015 ATTEST: JENNIFER WALTERS, CITY SECRETARY M. Date: 2015 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Date: a� "_ , 2015 OWNER: CCBV, LLC By: Merit SVC Holdings, LP ;Its: Managing Member By Its: Date: VY-'v c� �C'. 1 l z, , 2015 M085 /CCBV, LLC /Purchase Agreement — REVISED RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from tirne to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381 -1006 Telecopy: (940) 898 -0121 Printed Narne: Title: Contract receipt date: _'2015 U. M085 /CCBV, LLC /Purchase Agreement — REVISED ATTACHMENT I TO PURCHASE AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § That CCBV, LLC (herein called "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the CITY OF DENTON, TEXAS, a Texas Home Rule Municipal Corporation (herein called "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described in Exhibit "A" and depicted in Exhibit "B ", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property "). Grantor, subject to the limitation of such reservation made herein, reserves, for themselves, their heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, their heirs, devisees, successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. As used herein, the term "other minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "other minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: [Insert Permitted Exceptions] Grantor hereby assigns, without recourse or representation, to Grantee, any and all claims and causes of action that Grantor may have for or related to any defects in, or injury to, the Property. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's heirs, devisees, Page 2 of 3 successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED the day of , 2015. CCBV, LLC By: Merit SVC Holdings, LP Its: Managing Member LOW Its: ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on , 2015 by of Merit SVC Holdings, LP, Managing Member for CCBV, LLC Upon Filing Return To: The City of Denton - Engineering Attn: Paul Williamson 901 -A Texas Street Denton, Texas 76209 Page 3 of 3 Notary Public, State of Texas My commission expires: Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 , rthur Surveying Co., Inc. .i�'rc�.iFess.�caz�ad .�,a�c3' S'zza�reymxs P.O. Box 54 --- Lewisville, Texas 75067 Otlice: (972) 221 -9439 Fax: (972) 221 -4675 EXHIBIT "A" NIAYIIILL ROAD PARCEL M085 0.535 Acre City of Denton, Denton County, Texas BEING all that certain lot, tract or parcel of land situated in the Morreau Forrest Survey, Abstract Number 417, City of Denton, Denton County, Texas, and being part of a tract of land described by deed to CCBV, LLC., recorded under Instrument Number 2011- 122494, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), and being more particularly described as follows: BEGINNING at a "Maw Nail" found in Mayhill Road for the southwest corner of said CCBV tract and the northwest corner of a tract of land described by deed to Black Bear Properties, LLC., recorded under 2004 - 154546, O.P.R.D.C.T.; THENCE North 02 degrees 01 minutes 48 seconds East, with the west line of said CCBV tract and said Mayhill Road, a distance of 320.75 to a "PK" Nail set for the northwest coiner of said CCBV tract and the southwest corner of a tract of land described by deed to T.R. Carter, recorded in Volume 517, Page 68, Deed Records, Denton County, Texas; THENCE South 85 degrees 31 minutes 17 seconds East, with the north line of said CCBV tract and the south line of said Carter tract, a distance of 68.97 feet to a 1/2 inch iron rod with yellow cap stamped "Arthur Surveying Company" (A.S.C.) set for coiner; THENCE South 00 degrees 32 minutes 34 seconds West, over and across said CCBV tract, a distance of 318.17 feet to a 1/2 inch iron rod with yellow cap stamped "A.S.C." set for corner in the south line of said CCBV tract and the north line of said Black Bear Properties tract; THENCE North 87 degrees 46 minutes 43 seconds West, with the south line of said CCBV tract and the north line of said Black Bear Properties tract, a distance of 77.17 feet to the POINT OF BEGINNING and containing 0.535 acre of land, more or less. , C1107131 -14 Parcel M085 0 50 100 SCALE: I"= 100' Bearings shown he, eon based on the City of Denton GIS Network. IN 0 T E S: • LR1. = 1/21 Iron Rod Found • MS. = 1/2" Iron Rod Set with yello%k, cap stamped "Arthur Surveying Company" • Fasernents recorded hi Vol. 256, 11g. 495, Vol. 276, Pg. 66, VoL 284, P0, 17; Vol. 355' P& I I I & Vol. 425, P& Pg 141 do not affect this tract to the best ofniv knowledge. • All improvements not shoNvn hereon 1. R. F. (C.M.) a Mo rn p �to Z "PK" Nail kj__1 I- s Mgt °e _'j 1.5' Street Public Utility, - 1 6ro;no9e & Sidewalk Ease.rnen ra 11 it -1-1 EXHIBIT r) Mavhill Road W -_ Parcel M085 0.535 Acre Morreau Forrest Survey, Abstract Number 417 City of Denton Denton County, Texas --2013-- 77-17' T.R. Carter Vol. 517, Pg, 68 17B Black Bear Properties, LLC. Instr. No. 2004-154546 T NOUGLAS L. ARTH',_',R 72 Tb SURVEYORS CERTMICATION: The =d=i_—cd does hereby certify to Title Resoumes (G.F. No. 102536) rbat this survey was this d-y mach on the ground of the property leg-ally \ p desenbed betwn and is correct, and to the best of my knowictige, there are no visible discrepancies, k I conflicts, shotnzS� in �e.% boundary line cocnicts, 1�' L encroachments, oven .n ofimprovement", =ctncaLs or rights of way that lhavc been advised of"ccpt as shown hctcon. rthur Surveying Co., Inc. Professional rar2d Surveyors P,O.Box 54 — Lewisville, Texas 75067 Office: (972) 221-9439 Fax. (972) 221-4675 Estatblished 1986 E. >M CCBV' LLC. Instr. No. 2011-122494 I OM cn. C 0.535 Acre I Right-of-Way Parcel M085 (23,322 sq. ft.) I.R. S. S87'46'43 "E 237.14' 1 R F with I Alu�mInurn Cap 502'32'26"W 2.00 st F ,cop Black Bear Properties, LLC. Instr. No. 2004-154546 T NOUGLAS L. ARTH',_',R 72 Tb SURVEYORS CERTMICATION: The =d=i_—cd does hereby certify to Title Resoumes (G.F. No. 102536) rbat this survey was this d-y mach on the ground of the property leg-ally \ p desenbed betwn and is correct, and to the best of my knowictige, there are no visible discrepancies, k I conflicts, shotnzS� in �e.% boundary line cocnicts, 1�' L encroachments, oven .n ofimprovement", =ctncaLs or rights of way that lhavc been advised of"ccpt as shown hctcon. rthur Surveying Co., Inc. Professional rar2d Surveyors P,O.Box 54 — Lewisville, Texas 75067 Office: (972) 221-9439 Fax. (972) 221-4675 Estatblished 1986 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON File #: ID 15 -266, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Improvement Services CM/ ACM: John Cabrales, Jr. Date: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending certain provisions of chapter 33 of the Denton Code of Ordinances (the Denton Sign Code) by limiting the application of general sign regulations and imposing specific regulations with respect to political signs, consistent with state law; prescribing a maximum penalty for violation; providing for severablitity and savings; and establishing an effective date. BACKGROUND On September 1, 2003, the 78th 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. Presently, the City of Denton's sign ordinance (Chapter 33 -Signs and Advertising Devices) does not include regulations for political signs. Staff has worked with Legal and Randall Morrison (sign attorney /consultant) to draft a political sign definition 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 5th, 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. PRIOR ACTION /REVIEW Presented to the City Council during Work Session on March 3, 2015. City of Denton Page 1 of 2 Printed on 4/2/2015 File M ID 15 -266, Version: 1 FISCAL INFORMATION There is no fiscal impact associated with the passage of this ordinance. EXHIBITS 1. Exhibit I -Texas Local Government Code §216.903 2. Exhibit 2 -Texas Election Code §61.003 3. Exhibit 3 -Texas Election Code §85.036 4. Ordinance Respectfully submitted: Lancine Bentley Community Improvement Services City of Denton Page 2 of 2 Printed on 4/2/2015 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 - Exhibit 3 (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 - S: \Legal \Our Documents \Ordinances \15 \Ordinance adding regulations for political signs.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING CERTAIN PROVISIONS OF CHAPTER 33 OF THE DENTON CODE OF ORDINANCES (THE DENTON SIGN CODE) BY LIMITING THE APPLICATION OF GENERAL SIGN REGULATIONS AND IMPOSING SPECIFIC REGULATIONS WITH RESPECT TO POLITICAL SIGNS, CONSISTENT WITH STATE LAW; PRESCRIBING A MAXIMUM PENALTY FOR VIOLATION; PROVIDING FOR SEVERABILITY AND SAVINGS; AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, certain statutory provisions set forth in the Texas Local Government Code and Texas Election Code establish specific limitations upon municipal authority to regulate political signs on private property with the owner's consent, and further forbid entities owning public polling places and early voting locations from prohibiting electioneering during voting periods and early voting periods on such premises, except as otherwise prohibited by statute, subject to reasonable regulations upon the time, place and manner of electioneering; and WHEREAS, the Council of the City of Denton, Texas desires to limit its generally applicable sign regulations with respect to political signs, consistent with these statutory limitations, while otherwise preserving its home rule authority to regulate signs to the extent not otherwise prohibited by unmistakably clear statutory prohibitions; and WHEREAS, to the extent that the Texas Election Code specifically empowers the imposition of reasonable time, place and manner regulations upon electioneering at public polling places and early voting locations during voting periods and early voting periods, the Council of the City of Denton, Texas desires to impose regulatory provisions similar to those specifically authorized by §216.903 of the Texas Local Government Code for political signs on private property with the owner's consent, insofar as the Legislature has implicitly deemed these regulations to be reasonable with respect to the display of political signs; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. Section 33.2 of the Code of Ordinances of the City of Denton, Texas is hereby amended to add the following definitions of previously undefined terms; all existing definitions currently set forth in Section 33.2 shall remain as currently written, unchanged by this ordinance, except for the addition of these newly defined terms: 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: [Unchanged definitions omitted_for clarityl. Page 1 of 6 S: \Legal \Our Documents \Ordinances \15 \Ordinance adding regulations for political signs.doc "Early Voting Period" shall have the same meaning defined by the Texas Election Code', as currently drafted or hereafter revised. [Unchanged definitions omitted for clarity]. "Political sign" means a temporary sign promoting the election of a candidate, or an issue on the ballot of an upcoming election. [Unchanged definitions omitted for clarity]. "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. [Unchanged definitions omitted for clarity]. "Voting period" shall have the same meaning defined by the Texas Election Code2, as currently drafted or hereafter revised. [Unchanged definitions omitted for clarity]. SECTION 2. Section 33.16 of the Code of Ordinances of the City of Denton, Texas is hereby amended to revise the general time period for removal of temporary signs in revised subsection 33.16.1.1) below; and to append a new subsection 33.16.3 relating to temporary political signs. All existing provisions and subsections of Section 33.16 not specifically modified below shall remain as currently written, unchanged by this ordinance: 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: [unchanged provisions 33.16.1. A through C oinitted for clarity] D. The temporary sign shall be removed or cease to be displayed within five (5) days after the event being communicated or advertised on the sign has occurred. [unchanged provision 33.16.2 omitted for clarity]. 33.16.3 Limitations upon regulations applicable to signs with political content. The following limitations are imposed upon the enforcement of these 1 State Law Cross - reference — See, Tex. Election Code §85.001. 2 State Law Cross - reference — See; Tex. Election Code §61.003 (b)(2). Page 2 of 6 S: \Legal \Our Documents \Ordinances \15 \Ordinance adding regulations for political signs.doc regulations with respect to signs in the following contexts only, as provided by State law. A. Private Real Property with property owner's consent.3 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 g. 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 Periods4 and Election Periods5. 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: 3 State Law Cross - Reference. — See, Tex. Loc. Gov't Code §216.903. a State Law Cross - Reference — See, Tex. Election Code §85.036. s State Law Cross - Reference —See, Tex. Election Code §61.003. Page 3 of 6 5: \Legal \Our Documents \Ordinances \15 \Ordinance adding regulations for political signs.doc 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. 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 generally 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; Page 4 of 6 S: \Legal \Our Documents \Ordinances \15 \Ordinance adding regulations for political signs.doc 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 generally available for rent or purchase to carry commercial advertising or other messages that are not primarily political. SECTION 3. The codifier is hereby requested to incorporate the non - substantive State law cross- references set forth as footnotes to text added by this ordinance, to edit them as it may deem necessary or appropriate in its discretion to maintain consistent style conventions of the Code of Ordinances, and to periodically revise, as it may deem necessary or appropriate in its discretion, the statutory citations contained therein to account for future statutory relocations and amendments by the Legislature, in order to assist in the understanding and interpretation of these provisions, consistent with the intent expressed in the recitals preceding the amendments set forth in this ordinance. SECTION 4. Any person violating the provisions contained this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00, or such lesser amount as might otherwise be prescribed or limited by the Code of Ordinances or State law in the context of the particular violation. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 5. The provisions of this Ordinance shall become effective fourteen (14) days after passage and approval of this Ordinance, and the City Secretary is hereby directed to cause the caption of this ordinance and the penalty for the violation of these sections to be published twice in the Denton Record - Chronicle, the official newspaper of the City of Denton, Texas within ten (10) days of the date of its passage. SECTION 6. To the extent not otherwise provided, this ordinance shall supersede and repeal every prior ordinance in conflict herewith, but only insofar as the portion of such prior ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. SECTION 7. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. Page 5 of 6 S: \Legal \Our Documents \Ordinances \15 \Ordinance adding regulations for political signs.doc PASSED AND APPROVED this the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: Page 6 of 6 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -268, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Cooperative Agreement with the North Central Texas Council of Governments ( NCTCOG) under Section 791.001 of the State of Texas Government Code, and to authorize the City of Denton to participate in the NCTCOG Regional Traffic Signal Timing Program; authorizing the expenditure of funds therefor; and declaring an effective date (File 5792 -in the estimated amount of $36,960). FILE INFORMATION This Agreement will allow the City of Denton to retime eighty -three (83) signalized intersections on seven major corridors outlined by North Central Texas Council of Governments ( NCTCOG) in the Interlocal Agreement's Attachment A. This retiming project will allow NCTCOG consultants to collect current data including traffic counts, posted speed limits, traffic patterns, intersection geometrics, and City of Denton controller timing databases, and retime each intersection for maximizing green light progression and decreasing delays to the motoring public. In this agreement, NCTCOG will be receiving funding from the Texas Department of Transportation (TxDOT) for signalized intersection on state highways (On- System) that the City of Denton owns and maintains, in the amount of $56,000. The City of Denton will be required to provide a 20% local match for signalized intersections on city roadways (Off - System) in the amount of $36,960. RECOMMENDATION Approve this Interlocal Cooperative Agreement with the North Central Texas Council of Governments in the amount of $36,960. PRINCIPAL PLACE OF BUSINESS North Central Texas Council of Governments Arlington, TX ESTIMATED SCHEDULE OF PROJECT City of Denton Page 1 of 2 Printed on 4/2/2015 File M ID 15 -268, Version: 1 This agreement will be effective when signed and will remain in effect until the traffic signal retiming project has been completed and implemented. FISCAL INFORMATION The local match provided under this agreement will be funded from the Traffic Capital Project Fund Account 360127402.1360.43510. Requisition 4123636 has been entered in the Purchasing software system. EXHIBIT Exhibit l: Ordinance Exhibit 2: Agreement Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Tim Fisher at 349 -7190. City of Denton Page 2 of 2 Printed on 4/2/2015 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT WITH THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS ( NCTCOG) UNDER SECTION 791.001 OF THE STATE OF TEXAS GOVERNMENT CODE, AND TO AUTHORIZE THE CITY OF DENTON TO PARTICIPATE IN THE NCTCOG REGIONAL TRAFFIC SIGNAL TIMING PROGRAM; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE (FILE 5792 - IN THE ESTIMATED AMOUNT OF $36,960). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or his designee is hereby authorized to execute the Interlocal Cooperation Agreement with the North Central Texas Council of Governments ( NCTCOG) 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 5792 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 _ M BY: EXHIBIT 2 INTERLOCAL COOPERATION AGREEMENT Between THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS and THE CITY OF DENTON for IMPLEMENTATION OF THE REGIONAL TRAFFIC SIGNAL RETIMING PROGRAM WHEREAS, the North Central Texas Council of Governments ( NCTCOG) has been designated as the Metropolitan Planning Organization for the Dallas -Fort Worth Metropolitan Area by the Governor of Texas in accordance with federal law; and, WHEREAS, the Regional Transportation Council (RTC), comprised primarily of local elected officials, is the regional transportation policy body associated with NCTCOG and has been and continues to be a forum for cooperative decisions on transportation; and, WHEREAS, the RTC is committed to the development and implementation of policies, projects, and programs to improve air quality and reduce emissions; and, WHEREAS, in December 2008 and April 2012, the RTC approved funding for implementation of Regional Traffic Signal Retiming Program in the Dallas -Fort Worth Metropolitan Area for the implementation of low -cost operational improvements at signalized intersections; and, WHEREAS, the North Central Texas Council of Governments selected corridor(s) in the City of Denton as part of the Regional Traffic Signal Retiming Program; and, WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code provides authority for the North Central Texas Council of Governments, and the City of Denton to enter into this agreement for the provision of governmental functions and services of mutual interest. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: 1. Parties 1.1 This Interlocal Agreement, hereinafter referred to as the "Agreement ", is made and entered into by and between the North Central Texas Council of Governments, hereinafter referred to as "NCTCOG ", and the City of Denton, hereinafter referred to as the "City ". NCTCOG and the City may each be referred to as a "Party ", and may be collectively referred to as "Parties" to this Agreement. 1.2 NCTCOG shall serve as the Contract Manager and Procurement Administrator for the Project. Interlocal Cooperation Agreement Page 1 NCTCOG and City of Denton Regional Traffic Signal Retiming Project EXHIBIT 2 2. Purpose 2.1 This Agreement defines the terms and conditions for the disbursement of Congestion Mitigation and Air Quality Improvement Program (CMAQ) funds and associated state and local matching funds for the implementation of traffic flow improvements. 2.2 Improvements under this Agreement, implemented through the Regional Traffic Signal Retiming Project as authorized by the Regional Transportation Council, shall be employed at signalized intersections in the City. 2.3 Improvements shall be made to locations identified in Attachment A under this Agreement. 3. Duties 3.1 NCTCOG shall be responsible for project monitoring; Geographical Information Systems (GIS) database integration; and air quality benefit calculations and documentation. 3.2 NCTCOG's engineering consultant(s) will provide signal- timing improvements at the intersection locations identified in Attachment A. 3.3 The consultant(s) will be responsible for the following: field data collection; development, implementation, and fine - tuning of new coordinated signal timing plans; and any and all required documentation of "Before" and "After" conditions. 3.4 The City will work with NCTCOG's engineering consultant(s) to identify relevant signal timing elements /requirements at and related to the project intersections; review the developed new signal timing plan(s); approve all timing plans prior to implementation; and assist with fine tuning. 4. Funding 4.1 Attachment A includes a project cost estimate summary. 4.2 The total project cost estimate for this Agreement includes estimated consultant and NCTCOG Staff expenses, as well as, a portion of TXDOT direct state costs to perform duties specified in Sections 3.1, 3.2 and 3.3. 4.3 The total project cost estimate for this Agreement is identified in Attachment A. CMAQ programs will fund 80 percent of the project cost. 4.4 The City shall provide the 20 percent local match required for the off - system locations identified in Attachment A. The City shall provide a check payable to the North Central Texas Council of Governments in the amount identified in Attachment A. 4.5 The City shall remit additional local match payments to NCTCOG in the event that the actual cost of implementation of the Regional Traffic Signal Retiming Project is greater than the estimated cost identified in this Agreement. Interlocal Cooperation Agreement Page 2 NCTCOG and City of Denton Regional Traffic Signal Retiming Project EXHIBIT 2 4.6 Any excess local match funds for off - system locations shall be reimbursed by NCTCOG to the City. 4.7 Under a separate agreement between TxDOT and NCTCOG, TxDOT will provide the 20 percent local match required for the intersections located on the state highway system identified in Attachment A. 5. Term 5.1 This Agreement shall take effect on the date executed by the Parties and shall remain in effect until it is terminated. 5.2 Either Party may terminate this Agreement by giving 30 days written notice to the other Party. The Parties may terminate this Agreement by mutual written concurrence. 5.3 This Agreement shall automatically terminate upon completion of the project. 6. Modification, Waiver and Severability 6.1 This Agreement and any exhibits, which may be attached, constitute the entire agreement among the Parties. No waiver or modification of this Agreement shall be valid unless in writing and signed by both Parties. Failure of the Parties to enforce or insist upon compliance with any of the terms and conditions of this Agreement shall not constitute a waiver or relinquishment of any such terms and conditions. 6.2 In the event that any one or more or the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 6.3 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Interlocal Cooperation Agreement Page 3 NCTCOG and City of Denton Regional Traffic Signal Retiming Project EXHIBIT 2 IN WITNESS HEREOF, the parties have executed this Agreement in duplicate originals on the day of 2015. CITY OF DENTON Signature Printed Name Title NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS R. Michael Eastland Executive Director Interlocal Cooperation Agreement Page 4 NCTCOG and City of Denton Regional Traffic Signal Retiming Project ATTACHMENT A REGIONAL TRAFFIC SIGNAL RETIMING PROGRAM CITY OF DENTON INTERSECTIONS AND LOCAL MATCH `o CL Main Street Cross Street City O&M Agency On / Off TxDOT System E T Ocn E T 0 c Name Name 1 Loop 288 Loop 288 IH 35 SB Denton Denton 1 0 Loop 288 IH 35 NB Denton Denton 1 0 Loop 288 Mall Entrance Denton Denton 1 0 Loop 288 Colorado Blvd Denton Denton 1 0 Loop 288 Denton Town Crossing Entrance Denton Denton 1 0 Loop 288 Brinker Denton Denton 1 0 Loop 288 Spencer Denton Denton 1 0 Loop 288 Morse Denton Denton 1 0 Loop 288 McKinney Denton Denton 1 0 Loop 288 Kings Row Denton Denton 1 0 10 0 2 Locust/Elm Locust Windsor Denton Denton 1 0 Locust FM 2164 Denton Denton 1 0 Elm FM 2164 Denton Denton 1 0 Locust FM 428 Denton Denton 1 0 Elm FM 428 Denton Denton 1 0 Locust US 380 Denton Denton 1 0 Elm US 380 Denton Denton 1 0 Locust Parkway Denton Denton 1 0 Elm Parkway Denton Denton 1 0 Locust McKinney (FM 426) Denton Denton 1 0 Elm McKinney (FM 426) Denton Denton 1 0 Locust Oak Denton Denton 1 0 Elm Oak Denton Denton 1 0 Locust Hickory Denton Denton 1 0 Elm Hickory Denton Denton 1 0 Locust Sycamore Street Denton Denton 1 0 Elm Sycamore Street Denton Denton 1 0 Elm Eagle Denton Denton 1 0 Elm Carroll Denton Denton 1 0 19 0 3 Bell Ave Dallas Dr Teasley Denton Denton 1 0 Dallas Dr Eagle /Bell Denton Denton 1 0 Bell Prairie Denton Denton 0 1 Bell Sycamore Street Denton Denton 0 1 Bell Hickory Denton Denton 0 1 Bell McKinney (FM 426) Denton Denton 1 0 Bell Mingo Denton Denton 0 1 Bell Administration Denton Denton 0 1 Bell Chapel Denton Denton 0 1 Bell University (US 380) Denton Denton 1 0 Bell Sherman (FM 428) Denton Denton 1 0 5 6 4 Eagle Eagle N Texas Blvd Denton Denton 1 0 Eagle Ave C Denton Denton 1 0 Eagle Ave A Denton Denton 0 1 Eagle Welch Denton Denton 0 1 Eagle Bernard Denton Denton 0 1 Eagle Carroll( FM 426) Denton Denton 1 0 Eagle Elm Denton Denton 0 1 Eagle Bell Denton Denton 0 1 3 5 3/19/2015 ATTACHMENT A REGIONAL TRAFFIC SIGNAL RETIMING PROGRAM CITY OF DENTON INTERSECTIONS AND LOCAL MATCH 5 Woodrow Retiming On- System Off - System Locations Requiring Signal Retiming 50 Woodrow McKinney (FM 426) Denton Denton 1 0 $36,960 Woodrow Shady oaks Denton Denton 0 1 Woodrow Spencer Denton Denton 0 1 Colorado San Jacinto Denton Denton 0 1 Colorado Loop 288 Denton Denton 1 0 Colorado Brinker Denton Denton 0 1 Colorado Med Park Denton Denton 0 1 Med Park Brinker Denton Denton 0 1 Mayhill Edward Rd Denton Denton 0 1 2 7 6 University University Elm Denton Denton 1 0 Sherman Elm Denton Denton 1 0 University Locust Denton Denton 1 0 Sherman Locust Denton Denton 1 0 University Bell Denton Denton 1 0 University Ruddell Denton Denton 1 0 University Nottingham Denton Denton 1 0 University Old North Denton Denton 1 0 University Loop 288 Denton Denton 1 0 University Loop 288 Denton Denton 1 0 University Mayhill Denton Denton 1 0 11 0 7 Hickory /Oak Hickory Bonnie Brae Denton Denton 0 1 Oak Bonnie Brae Denton Denton 0 1 Hickory N Texas Blvd Denton Denton 0 1 Oak Jagoe Denton Denton 0 1 Hickory Ave B Denton Denton 0 1 Hickory Fry Denton Denton 0 1 Oak Fry Denton Denton 0 1 Hickory Welch Denton Denton 0 1 Hickory Carroll Denton Denton 0 1 Oak Carroll Denton Denton 0 1 Hickory Elm Denton Denton 0 1 Oak Elm Denton Denton 0 1 Hickory Locust Denton Denton 0 1 Oak Locust Denton Denton 0 1 Hickory Bell Denton Denton 0 1 0 1 15 Agreement with NCTCOG -Consultant Retiming Retiming On- System Off - System Locations Requiring Signal Retiming 50 33 Total Cost $280,000 $184,800 Local Match $56,000 $36,960 3/19/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -269, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance accepting competitive bids by way of a Cooperative Purchasing Program Participation Agreement with the City of Frisco under section 271.102 of the Local Government Code, for the purchase of respiratory protective equipment and parts for the City of Denton Fire Department; providing the expenditure of funds therefor; and providing and effective date (File 5763- awarded to Hoyt Breathing Air Products for a three (3) year total amount not -to- exceed $555,500). FILE INFORMATION A self - contained breathing apparatus (SCBA) is a respiratory protective device worn by firefighters to provide breathable air in toxic and hazardous environments. The Fire Department began using SCBAs manufactured by Scott Safety Corporation in the year 2000. The majority of the devices currently in use by the department were also purchased that year. Since then, the manufacturer has issued many updates to accommodate safety requirements that have been instituted by the National Fire Protection Association. Due to component compatibility issues and general wear, the Fire Department needs to replace a majority of the oldest SCBAs that remain in service. On August 31, 2012, and on March 18, 2014, the City of Frisco awarded contracts for the maintenance and replacement of SCBAs to the lowest responsible bidder meeting specification, Hoyt Breathing Air Products (Exhibits 1 and 2). The equipment awarded by the City of Frisco meets the City of Denton Fire Department's replacement criteria. The Fire Department performs approximately 80 percent of the SCBAs flow tests in- house. When the test reveals a need for service work, the Fire Department plans to utilize Hoyt Breathing Air Products as a resource for warranty repairs and replacement parts. The Fire Department has utilized them for several years for these services. The maintenance portion of the total cost for the Cooperative Purchasing Agreement is approximately 16 percent. In addition, Hoyt Breathing Air Products consistently quotes the lowest pricing available when replacements are required. This vendor offered an average savings of 30 percent when compared to the other sources (Exhibit 3). Therefore, it is recommended by staff to award a contract for the replacement and maintenance of SCBAs through a Cooperative Purchasing Agreement with the City of Frisco utilizing the contract pricing awarded to Hoyt Breathing Air Products. This will allow the City of Denton Fire Department to maintain the use of current safety appropriate respiratory protection during fire fighting and rescue responses. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) City of Denton Page 1 of 3 Printed on 4/2/2015 File #: ID 15 -269, Version: 1 City Council approved a Cooperative Purchasing Agreement with the City of Frisco on April 1, 2013. RECOMMENDATION Award a contract to Hoyt Breathing Air Products by way of an Interlocal Agreement with the City of Frisco. PRINCIPAL PLACE OF BUSINESS Hoyt Breathing Air Products Quinlan, TX ESTIMATED SCHEDULE OF PROJECT The delivery of specific orders can be completed within eight weeks, after receipt of an order. The City of Frisco contract with Hoyt Breathing Air Products for equipment maintenance expires on August 30, 2017 and the replacement contract expires on March 18, 2019. FISCAL INFORMATION Annual expenditures for SCBA maintenance and repairs are budgeted at $25,500 per fiscal year and will be funded from General Fund account 320100.6508. In addition to the annual expenditures for maintenance, the Fire Department created a three (3) year plan for replacement of outdated SCBAs. The equipment replacement will be funded from the General Government Capital Project Fund account 300044444.1350.30100 and General Fund account 320100.8535. Requisition 123526 has been entered in the Purchasing software system for the first year contract expenditures. Estimated Schedule of Expenditure: Item FY 2014 -2015 FY 2015 -2016 FY 2016 -2017 FY 2017 -2018 Overall Replacements Costs 160,000 80,000 80,000 80,000 400,000 Maintenance Costs 25,500 25,500 25,500 25,500 102,000 Contingency Costs 113,375 113,375 13,375 13,375 153,500 Overall 1198,875 1118,875 118,875 118,875 555,500 F,XHIRITS Exhibit 1: Award of Maintenance Contract Exhibit 2: Award of Equipment Replacement and Parts Contract Exhibit 3: Cost Comparison Analysis Exhibit 4: Ordinance Exhibit 5: Agreement Respectfully submitted: Chuck Springer, 349 -8260 City of Denton Page 2 of 3 Printed on 4/2/2015 File M ID 15 -269, Version: 1 Director of Finance For information concerning this acquisition, contact: Kenneth Hedges at 349 -8832. City of Denton Page 3 of 3 Printed on 4/2/2015 h rvvm d by I cx:ls i''I EXHIBIT 1 ._.m Mr. Pete Hoyt Hoyt Breathing it Products 252 East State Iy 276 Est Tawalkoni, Texas 75474 CITY OF FRISCO GEORGE A. PURIEFOY MUNIC11PAL CENTER 6101 FRISCO SQUARE BLVD FRrSCO� TEXAS75034 TIEL 972.292.5000 WWW.FR15C0'TEXA$,G0V Dear Nor, Hoyt, The City of Frisco has ird d the above referenced did -to your firm. It i foir OEM Scott Air -balk Self Contained I r tt °uirrg Apparatus ar tug (Air Packs„ Assembly Bottles & IMasks, & A0 Scott Rep1lacement Parts for these items, On site Fiow'Vesfing & Hydrostatic `1° tin g). i1 is understood all terms, condlitions and prices uii be held firm as pet YOUr response to the did. This s an Annual Contract commencing on August 31, 2012 to August 31, 2013, There are four twelve rnonth city optional renewals associated with this bid as elli. 'The City will send a Renewal Request each year gg days prior to the anniversary date of the bid, Purchase Orders will be issued on an as needed basis by the Frisco Central IHire Department, linv6ces should be ernailed to, a � rritl, a rat : �e i rm G �G i D eb urte y copy may be mailed' to the department a well. Please enSUre teed the puurchase order numbeir is on the invoices. Please acknowledge receipt of this fetter, as indicated below and email it to Jean Ste0atell1la __ jstellllatelllla@fflscotexas.gov.. L. .j yj � .._�.m_�. _._ , Au oust 31.. 2012 .m ...r. Date ire r U u� Date �,. mr eats 'lloyt I.-Joyt 11rea thin g Air Products 2,52 13'ast to Emy 276 Wc,,st'rawakon.i, Texas '754,74 EXHIBIT I CITY OF FRISCO PURCTIA,!5ING DIVISIQN Re- Mo Number 1.208-072 OEM Scott Air,-PakSeff Contaiiined Breatbing Apparatus Curwmit Expiration Date: /3 1 t2014 Contract Renwat Period 8/10/12015 I) ear Mr, Hoyt, The it offrisco i.srequesting an c,)Ctejjjsjon to continue your services under the same terins and conditions on the above reforenced stjj. ject contract. Please a , kno%96 1g,e ayQjjtjrtcc of this extension, as indicated below and rttbm to flic Pureb"isifig to Or You may fimx it to 972 "or, tL'i-d"', jou may call 972 292-- $541, I'hank you for YrQUr cooperation jr, this ma tten Sincerely, 4 -Jean,14ellatella CPIM, CPP14 am xe: 1,ce Glover., Mre I )epartirmnt Stan Putter, Fire Departn.wnt EXHIBIT 1 s w z oo w¢ U W Z = Z WW¢ coU)00O U) 2 m w Z Q a w <L) rWZQ� Q¢m mOOao! [OQU DO¢zO (n O U o LL 2 w W Q Z LL d J Z U co<W o�Q -m U,og w0- wmomQ UUU wa_W -iw www Jcc2 wOwIm LL �H ?U, M UJ w z< Z�ww3 LL SU �oH aLL ~=ww 00 Q�z v,} f- CO- 0M= = W F=OWU WU)Q WUWMW W z O J p o 2— I- F LUZ WWOOm U) ¢2Q Zco�- < cz.7 Za =Um 3: J M o a_ U) O z z -O Co �QOUf- w of J 0 W LL P<0Q —z O(DU) or- ZUG= LL Z LL ¢> W z o wU) 0 .WLWwgU �ww 2Z5Up U) 0wU)U) 0 U�UE-2 Z Z a. O U �� F CL J�:Wwwoozz¢ JOww2LLw00= ¢2 Q: G:H7LLUUH c ° o c m m 0 w CL U a a a. u d V } W Z mU�S "' ° N H `m O x N N O z W U C c o" l0 3 a L Q cW a Z i, wp O «- m a e J ¢ -jw ma O U ; p r ° Z N 06 `_' N LL 4f a U w ` o N W 0 c O C C O U e In Y Q c Q a N u 0O Z Q Z M V) N O U O O O O O O O r+ C bD O O co N 40 co v N v n N Vi V/ 6R. N U tia o v w in o E O U N M v p a= o F= o > 00 c z CD O) LO O L O 2 U 00 v Y N ^ d _ N d V 'C. J O ...1 Z IL .. LL C�1 4� LLJ t H m a So „ v m a m 0 y m Q Q Q 'zi QI y c O O z zi z t o `aa l0 j. U U N 7 C N N M co ti n Q N (cO W vw M fA ' M �••% w to >- n @j H p d cu 3 X = x F- 0 M m H aU N .O E V Y Y m N Y N Z t0 a E N p 0 0 �roo o m Q a�t"n 2 w H 2 M L s w z oo w¢ U W Z = Z WW¢ coU)00O U) 2 m w Z Q a w <L) rWZQ� Q¢m mOOao! [OQU DO¢zO (n O U o LL 2 w W Q Z LL d J Z U co<W o�Q -m U,og w0- wmomQ UUU wa_W -iw www Jcc2 wOwIm LL �H ?U, M UJ w z< Z�ww3 LL SU �oH aLL ~=ww 00 Q�z v,} f- CO- 0M= = W F=OWU WU)Q WUWMW W z O J p o 2— I- F LUZ WWOOm U) ¢2Q Zco�- < cz.7 Za =Um 3: J M o a_ U) O z z -O Co �QOUf- w of J 0 W LL P<0Q —z O(DU) or- ZUG= LL Z LL ¢> W z o wU) 0 .WLWwgU �ww 2Z5Up U) 0wU)U) 0 U�UE-2 Z Z a. O U �� F CL J�:Wwwoozz¢ JOww2LLw00= ¢2 Q: G:H7LLUUH c a c m m 0 w CL U a a a. u d V } W Z mU�S "' ° lyq F H `m O x N N O U , G Q cW a Z i, wp O «- m a o J ¢ -jw ma a ; o c r ° U a Y 4 JH �NNY¢�Z N LL U ; a a c Q- p�nUot30p W 0 x C co N mNcc CL y LL W 0co°N�U,wf- c c > a N 3 o Y u yo�Q <�U d a Q .• yr M a. ZQLL oU,O�jo N « cn C ? a• U. OwOaj -j o c O c ,� 0 �wz� (D O Oma� z�0m2 N M v s w z oo w¢ U W Z = Z WW¢ coU)00O U) 2 m w Z Q a w <L) rWZQ� Q¢m mOOao! [OQU DO¢zO (n O U o LL 2 w W Q Z LL d J Z U co<W o�Q -m U,og w0- wmomQ UUU wa_W -iw www Jcc2 wOwIm LL �H ?U, M UJ w z< Z�ww3 LL SU �oH aLL ~=ww 00 Q�z v,} f- CO- 0M= = W F=OWU WU)Q WUWMW W z O J p o 2— I- F LUZ WWOOm U) ¢2Q Zco�- < cz.7 Za =Um 3: J M o a_ U) O z z -O Co �QOUf- w of J 0 W LL P<0Q —z O(DU) or- ZUG= LL Z LL ¢> W z o wU) 0 .WLWwgU �ww 2Z5Up U) 0wU)U) 0 U�UE-2 Z Z a. O U �� F CL J�:Wwwoozz¢ JOww2LLw00= ¢2 Q: G:H7LLUUH EXHIBIT 2 Mairch 21, 2014 I loyt BreathMg Nr Products 252 East State, 1-iwy. 276 F10 Box 653 0,A'Aan, 1")(7,5474 C11 Y OF T::::lRMC0 A. ll:*URETF�0)r MUNICOFIAt CENi E.1-1. s i oi i:::!s:vs4o cinaUARE BLVD F:!MSC C),'W"EXAS715034 I 'E., L , 972,292,5W) WWW,0['MSC0TEXAS,G0V 2014 Date. �ignaturp -1 hank you for your interest in serving our needs, W(:, bob forward to a st,ju.,*ssfullbusinns reflafionshi�,:), If you have any kdl"ier questions, please contacl the F:lurchasing DMsion at (972.) 292 5545, BE= Daniel Ford, C;PP0, CF:11:::�B PUrchasbg Manager cz, John Eaglen, F::'lre Department c5 li ml I ml Im o o o E lw t2 om om om T T NE m I N 4 om cs �4 5. NN �i 6 1 4N �j c5 .4 V- gi -i N 4 �i o o 4 LiL w A o o o o a o. o oo o 1 0 o 1 0 2o }/ z < z < z z z z w I z z oo E \�\ E E E z z 6 z oo o. El IN '. N- x . E E E E E 2-- R S - z CL 0 a 6 o o o o o m , 26 '2o -"6 -"6 o E 'o 1� oo 2� < zo zo F- o o 6 z z z z z a 'w m t5 'z z< E ow 22 2 '-z A A A A A tz� z S A 61 . 2 \, \ \ \ \{ < § \g \; \; \; }} C) oo , '6 Z 0 o o o ol ol z- —3] /; N 19 < > > > '9 < '9 < mo c .2 \ \ §(§ 3g 3g 3g 3g 3g 3g 3g 3g 3g z 9 o z o. 39� 3g 39 39 C, -m o \ §§)§ I x w < 3 �; w R , w R w w w < 3 (� (� (� (� . v w < w z z 6 wzwzwMz . o . o o ®- :mE -m ml :mE w o wl -. 'o LL; t o o z . '3 CL 0 o R t= oz Exhibit 3 Cost Comparison Analysis Scott Safety Self- Contained Breathing Apparatus and Accessories Municipal Emergency Percentage Services (MES) City of Fort Worth's City of Frisco's Savings 2015 Manufacturer Non - Contract Contract Price Contract Price Offered by ITEM DESCRIPTION List Price Price (Supplier: MES) (Supplier: Hoyt) Hoyt Scott Safety Air -Pak 75, Part No. 1 X3214022200402 $ 7,635.00 $ 5,190.83 $ 5,191.80 $ 4,624.57 39% 2 Scott Safety Cylinders, Part No. 804722 -01 $ 1,380.00 $ 938.22 $ 938.40 $ 814.47 41% All Scott Safety Replacement Parts for Items 35.5% core items 3 1 -2: % Discount Off Mfr. List Price N/A 32% 32% 24.5% non -core items N/A Scott Safety AV -3000 HT Face Piece, Part No. 4 201215 -01 $ 354.00 $ 240.67 $ 240.72 $ 215.96 39% Scott Safety AV -3000 HT Face Piece, Part No. 5 201215 -02 $ 354.00 $ 240.67 $ 240.72 $ 215.96 39% Scott Safety AV -3000 HT Face Piece, Part No. 6 201215 -03 $ 354.00 $ 240.67 $ 240.72 $ 215.96 39% 7 Epic 3 Voice Amplifier, Part No. 201275 -01 $ 495.00 $ 371.19 $ 371.25 $ 353.89 29% 8 Epic 3 Voice Amplifier, Part No. 201210 -01 $ 30.70 $ 23.01 $ 23.03 $ 20.74 32% 9 Epic 3 Voice Amplifier, Part No. 201210 -02 $ 76.60 $ 57.44 $ 57.45 $ 51.86 32% All Scott Safety Replacement Parts for Items 32% Items 4 -6; 32% Items 4 -6; 35.5% core items 10 4 -9: % Discount Off Mfr. List Price N/A 25% Items 7 -9 25% Items 7 -9 24.5/ non -core items 10% 11 Scott Safety RIT Pak III, Part No. 200954 -02 $ 3,350.00 $ 2,512.11 $ 2,512.50 $ 2,224.44 34% 12 Scott Safety RIT Pak III, Part No. 804723 -01 $ 1,550.00 $ 1,053.80 $ 1,054.00 $ 913.19 41% Not A Valid Part 13 Scott Safety RIT Pak III, Part No. RBL21 N/A Number N/A $ 45.00 N/A Scott Safety RIT Pak III, Part No. 52716000- Not A Valid Part 14 200 N/A Number N/A $ 188.00 N/A Not A Valid Part 15 Scott Safety RIT Pak III, Part No. 6050270 N/A Number N/A $ 15.00 N/A All Scott Safety Replacement Parts for Items 25% Item 11; 25% Item 11; 16 11 -15: % Discount Off Mfr. List Price N/A 32% Item 12 32% Item 12 24.5% -4% Scott Safety Accountability System (PASS), 17 Part No. 201088 -01 $ 1,891.13 $ 1,418.12 $ 1,418.35 $ 1,275.80 33% Scott Safety Accountability System (PASS), 18 Part No. 200266 -03 $ 1,653.75 $ 1,181.06 $ 1,240.31 $ 1,042.07 37% Scott Safety Accountability System (PASS), 19 Part No. 200673 -01 $ 1,095.38 $ 849.13 $ 821.53 $ 713.62 35% Scott Safety Accountability System (PASS), 20 Part No. 200773 -01 $ 636.17 $ 476.63 $ 477.13 $ 410.74 35% Scott Safety Accountability System (PASS), 21 Part No. 200774 -01 $ 113.00 $ 84.73 $ 84.75 $ 74.68 34% 25% Items 17,20,21; 25% Items 17,20,21; All Scott Safety Replacement Parts for Items 29% Item 18; 29% Item 18; 35.5% core items 22 17 -21: % Discount Off Mfr. List Price N/A 22% Item 19 22% Item 19 24.5/ non -core items -5% Manufacturer's List Price Less % Discount for Air -Paks, Cylinders, Facepiece, & all associated Scott Safety Replacement Parts, 35.5% core items 23 less % Discount N/A N/A N/A 24.5% non -core items N/A Manufacturer's List Price for Equipment and Parts- Scott -to cover any additional Scott items not captured above, 35.5% core items 24 % Discount off List Price N/A N/A N/A 24.5% non -core items N/A Value credited to City for Scott 25 ITrade-in Safety AP75, including EBSS N/A I No Bid I N/A $ 216.00 N/A Average Savings: 30% Exhibit 3 Cost Comparison Analysis Scott Safety Self- Contained Breathing Apparatus Testing & Maintenance Services Municipal Percentage Emergency City of Fort Worth's City of Frisco's Savings 2015 Manufacturer Services Non- Contract Price Contract Price Offered by ITEM DESCRIPTION List Price Contract Price (Supplier: MES) (Supplier: Hoyt) Hoyt 23 On Site Annual Flow Test, Cost per Unit N/A $ 41.00 N/A $ 25.00 39% On Site Annual Hydrostatic Test, Cost per $27.00 24 Unit N/A Not Available On Site N/A $ 38.00 N/A 25 Travel/Trip Charge Per Trip N/A $ 25.00 N/A $ 85.00 N/A 261 Labor Rate, Cost per Hour N/A $ 70.00 N/A $ 75.00 N/A EXHIBIT 4 ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS BY WAY OF A COOPERATIVE PURCHASING PROGRAM PARTICIPATION AGREEMENT WITH THE CITY OF FRISCO UNDER SECTION 271.102 OF THE LOCAL GOVERNMENT CODE, FOR THE PURCHASE OF RESPIRATORY PROTECTIVE EQUIPMENT AND PARTS FOR THE CITY OF DENTON FIRE DEPARTMENT; PROVIDING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AND EFFECTIVE DATE (FILE 5763- AWARDED TO HOYT BREATHING AIR PRODUCTS FOR A THREE (3) YEAR TOTAL AMOUNT NOT - TO- EXCEED $555,500). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to purchase respiratory protective equipment and parts in a three (3) year not -to- exceed amount of $555,500 from Hoyt Breathing Air Products under competitive bids received by the City of Frisco in accordance with an Cooperative Purchasing Program Participation Agreement under Section 271.102 of the Local Government Code which is on file in the office of the Purchasing Agent. SECTION 2. The City 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 5763 to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. The City Manager, or his designee, is authorized to expend funds pursuant to the agreement for the purchase of various goods and services. 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 _ M BY: DALLAS -, HOUST(W EXHIBIT 5 HOYI BREA1,rHING'AIR, PRODUS A division t.V How., Eni.equ-ises', Inc P.O,, Box 653 Quinlan, 1A 75474 1,-800-4,47-3385 FA,X 903-447-3409 City of Frisco Bid # 1411-015 City of Frisco Bid # 1208-072 AUST1114 - CORPUSCHRISTJ Pursuant to Chapter 271, Subchapter F of the Local Government Code that allows,for the purchase from a cooperative purchasing program wfth another Iocal gove mum ent or a IocW cooperative organizabon, Hoyt Breathing Air Products would We to extend the off er to ("OtY") the right to participate Linder the above referenced contact ("Contract') .......... -61W incorporated nereinfrits Agreemern 43 firm dUring the Cont�ract pedod, unless specified otherwi�se, The C�ty departments wRI order on an "asi needed" basi& 1 1111 11111111111! ON illilill!lllll 1111111111, 111111111111 Date 'T'itle If you have wy questions, p'leas e contact me vb email or telephone, Sincere y, Melissa Hayden Sales/SerOce Coord inator- Hoyt BreatNng AIr Products, (o) 800-447-3385 (f) 903-447-3409 (e) hbap2Wissa@aol,corn City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -270, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance approving a contract for the purchase of one (1) Haul -All M -class single stream 14 cubic yard side loading refuse collection body for the City of Denton Parks department which is available from only one source and in accordance with Texas Local Government Code 252.022, such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5794- awarded to Haul All Equipment, Ltd. in the amount of $73,682.50). FILE INFORMATION This item is for the purchase of one (1) refuse body to be mounted on a 2015 Dodge 5500 chassis for the Parks Department (Exhibit 1- Quote). This will replace an existing vehicle which is used for picking up the trash in barrels located in parks throughout the City. The Haul -All body is the ideal platform for accessing hard to reach areas within the City's park facilities due to its small size. This body will be purchased directly from the manufacturer and is a patented body that is small and maneuverable. The body will be put on a Class 5 chassis which will be purchased through a contract for Medium Duty Vehicles which is anticipated to be awarded by Council in May 2015. The body and new chassis are replacements for a current vehicle that has met the replacement criteria based on age and maintenance. The current vehicle will be auctioned once the replacement has been delivered. The City of Denton Parks department has been using Haul -All truck bodies since 2005 for the removal and hauling of trash. Therefore, staff is recommending continuing this standardization of equipment (Exhibit 2). Haul All Equipment, Ltd. is the direct seller of this patented product (Exhibit 3). Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source do not require a competitive procurement process. RECOMMENDATION Award the purchase of one (1) refuse body from Haul All Equipment, Ltd. in the amount of $73,682.50. PRINCIPAL PLACE OF BUSINESS Haul All Equipment, Ltd. City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -270, Version: 1 Lethbridge, Alberta, Canada ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the chassis with mounted body is estimated to be 180 days after purchase order issuance. FISCAL INFORMATION The City Council approved the purchase of this truck in the Fiscal Year 2014 -2015 Budget. The body will be purchased from the Fleet Replacement Capital Project account 810215408.1355.30100. Requisition 123461 has been entered in the Purchasing software system. FXUIRITC Exhibit l: Haul All Equipment, Ltd. Quote Exhibit 2: Fleet Memo Exhibit 3: Haul -All Sole Source Memo Exhibit 4: Ordinance Respectfully submitted: Chuck Springer, 349 -8660 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349 -8729. City of Denton Page 2 of 2 Printed on 4/2/2015 FY141RIT 1 .. .. . Haul-All Equipment Ltd. Tel: 800 - 567- 0103x24 ( ( 4115 -18th Ave. North Fax: 905 - 336 -3035 Lethbridge, Alberta /* x iomo iipo� /� wiv @nexgenmunicipa.com Nf rm� Canada T1 5G1 «, a m� www.haulail.com SALES QUOTATION 2015 For: City of Denton Date: Feb. 25, 2015 Fleet Services, 804 Texas Street Salesman: Bill Vanderlinden Denton, TX 76209 QUOTE # - 0022515HA Tel: 940- 349 -8422 Attention: Charlie Rosendahl < Charles .Rosendahl @cityofdenton.com> Fax: Qty. Model Description Unit Price Extended Price $ 1,638.75 $1,638.75 US FUNDS M CLASS - M1400 Multi- Purpose Modular Collection Body $ 45,773.04 $45,773.04 1 M1400L HAUL -ALL MClass Single Stream 14 Cu.Yd. - LH Side Loading Compaction Body Basic Unit Installed Complete Includes: Paint - See Options Sheet Section (Paint Color & Code must be specified) PTO / Pump for Auto Transmission Hydraulic System Hour Meter Hydraulic Tailgate c/w liquid tight seal Hydraulic Hoist Double Acting C/W Universal Brackets Manual Valve / Custom Manifold LED 4" Rear Flashing Lights LED Clearance & Marker Lights Bucket Flood Light Bucket Warning Light & Buzzer Bucket Liner Rear Wheel Poly Fenders Bucket Relatch Wrench Low Loading Height Safety Designed Controls Safety Kit Tailgate Prop Backup Alarm Body Side Rails & Rear Conspicuity Tape BEFORE ORDERING PLEASE CONFIRM: CHASSIS YEAR, MAKE, MODEL, ENGINE SIZE/TYPE, TRANSMISSION TYPE & CAB TO AXLE DIMENSION (NOTE: CHASSIS PRICING IS EXTRA, POR) (Customer supplied chassis must be Haul -All apporved, drop ship & PDI in Cutbank, MT) INSTALLATION 1 HX -4706 Install Installation on Dodge 5500 & Isuzu Cabover with proper codes $ 4,356.43 $4,356.43 UTILITY OPTIONS 1 U400 Utility Cabinet - Full Height 60 cu.ft. (2.7 cu.m.) behind cab storage $ 4,427.68 $4,427.68 1 HX -8761 Chipper Door (Opening 38'x24 ") (Includes Front Liner & Chipper Door Seal Kit) $ 3,552.32 $3,552.32 (Not available with Model 16. Requires minimum 19,000 lb GVWR chassis) Recommended Options: Special Hitch & Trailer Tow Wiring Pkg 1 HX -9711 Fixed Hitch c/w LED Light Bar (Either: 15 Ton Pintle Hook OR Combination 2" Ball & 8 Ton Pintle Hook $ 1,984.82 $1,984.82 (Indicate either: 15 Ton Pintle Hook or Combo 2" Ball & 8 Ton Pintle Hook) CLEAN UP OPTIONS 1 P500 * Pressure Wash - 1500 PSI (104 bar) & 45 US Gal (170 L) - Requires 84" (2100 mm) CA & U300 Cabinet $ 7,119.91 $7,119.91 (Cabinet- Mounted Pump, Hose Reel & Wand with Frame - Mounted Tanks) * (Pressure Washers for Intermittent Use Only) 1 HX -8739 Tailgate Liner M1400 $ 1,089.11 $1,089.11 1 HX -2711 Target Tech Amber Strobelight (Mounted On Body) $ 631.07 $631.07 1 I INon-Metallic Paint - One Color - (Other Than White or Grey) $ 748.13 1 $748.13 1 FREIGHT I FREGHT CHARGE for trucking of mounted unit from Lethbridge, AB to Denton, TX $ 4,000.00 $4,000.00 TOTAL HAUL -ALL BODY & INSTALLATION $73,682.50 $73,682.50 Warranty: Terms: This Quotation Binding for 30 days Haul-All One Year Parts & Labour All Pricing in US Funds, Taxes Extra Where Applicable F.O.B. Lethbridge, AB Payment: Net Delivery CUSTOMER MIDST SUPPLY OWN CHASSIS FOR THIS MOUNT Delive : 90 days from date of order and delivery of chassi to Haul-All, F.O.B. Denton, TX ADDITIONAL OPTIONAL EQUIPMENT_- 1 HX -8716 Bucket Mounted Barrel Dumper 145 Gal (55 US Gal] (For Model 14, 15,16,18) $ 3,104.46 $3,104.46 1 HX -8746 Bucket Mounted Carl Dumper- Bar Lock or Euro Comb (For Model 14, 15,16,18) $ 8,041.07 $8,041.07 1 H557 -1702 Hyd Oil Cooler Recommended for P500 /P600 (Included in LLHF) $ 1,638.75 $1,638.75 EXHIBIT 2 MEMORANDUM DATE: March 17, 2015 TO: Elton Brock FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente SUBJECT: SOLE SOURCE — HAUL -ALL TRUCK BODY The City of Denton Parks Department has been using Haul -All Equipment Systems truck bodies for removal and hauling of trash and refuse from park facilities since 2005. The Haul -All body is the ideal platform for accessing hard to reach areas within Park's various facilities due to the small size of the chassis that will accommodate the body mounting. The purchase and use of this Haul -All truck body for trash removal services is in the best interest of the City of Denton. Fleet Services is recommending standardization to this product. Haul -All truck bodies are purchased direct from the manufacturer, Haul -All Equipment Systems and are not available from any local vendor. Regards, 4�� " a Terry Kader Fleet Services Superintendent EXHIBIT 3 "'I"°'" Integrating wasre Management ® Dennis Neufeldt 11AU President ��� ( Dennis@haulall.com Equipment Systems �umum [P]403.328.7788 m�u mglm�uu� �I�ma omi umiouummummi nuuoouuuuu a mmomm0000muuuuuuui�u [F]403.328.9956 www.haulall.com February 19, 2015 RE: Sole Source Procurement To Whom It May Concern: The Haul-All Depot System, comprised of the Haul-All HL6 Container System and Haul-All Side Loading Collection Vehicle, is a patented product, protected by U.S. patent #'s 6,953,316 and 6,077,020. Haul -All's Depot System and Collection Vehicles are usually procured by U.S. and Canadian municipalities under sole source purchasing arrangements due to the patented nature of the product. Haul-All Equipment Ltd. sells the Haul-All product on a direct basis throughout North America. Equipment is serviced by our dealer NexGen Municipal Inc. of Burlington, Ontario. All equipment prices are disclosed during our planning and proposal stages and firm price quotations are issued to all customers. These prices remain firm for 90 days and once the system design has been negotiated and accepted, form the basis of the purchase order. Sole source procurement for similar Haul-All systems is common throughout the U.S. including New York, Pennsylvania, Connecticut and Massachusetts, as well as in Canada. Major municipalities such as the Region of Peel in Canada and New York City in the U.S. regularly procure Haul-All product on a sole source basis. Should you have any questions or concerns please do not hesitate to contact me. Sincerely, HAUL -ALL EQUIPMENT LTD. A'�� Dennis Neufeldt President EXHIBIT 4 ORDINANCE NO. AN ORDINANCE APPROVING A CONTRACT FOR THE PURCHASE OF ONE (1) HAUL - ALL M -CLASS SINGLE STREAM 14 CUBIC YARD SIDE LOADING REFUSE COLLECTION BODY FOR THE CITY OF DENTON PARKS DEPARTMENT WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5794- AWARDED TO HAUL ALL EQUIPMENT, LTD. IN THE AMOUNT OF $73,682.50). 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 5794 Haul All Equipment, Ltd. $73,682.50 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 1 and the expenditure of funds pursuant to said contracts is hereby authorized. SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5794 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 a BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -271, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance approving a professional services agreement for the development of a City of Denton Public Art Master Plan which is available from a local expert source, which staff has recommended as the best value procurement and in accordance with Texas Local Government Code 252.022 (4), such purchases are exempt from the requirements of competitive bidding; and providing an effective date (File 5795 - awarded to Margaret Chalfant in an amount not to exceed $80,000). BACKGROUND In Fiscal Year 2013 -2014, the City Council allocated a total of $80,000 to fund the creation of a Public Art Master Plan for the City of Denton with a goal to develop a cohesive plan which will establish the vision, direction and location of future Art throughout the City. A complete description of the services to be performed to develop the plan is included in Exhibit 3. During the Park Department's search for a prospective firm to develop the Master Plan and the review of various qualified professionals, Margaret Chalfant, Executive Director of the Greater Denton Arts Council, announced her retirement. Margaret is a nationally recognized authority in the Art field and is well -known and respected as Denton's resident expert. Staff therefore determined that Margaret's vast range of art knowledge, education, and experience, both local and national, would be a good fit for the Master Plan development (Exhibit 1). She served as Executive Director of the Greater Denton Arts Council (GDAC) for nine years and in an ex- officio role with the Denton Public Art Committee since its inception in June of 2006. She has also served as the Executive Director of the Arts & Humanities Council of Southwest Louisiana. Texas Local Government Code 252.022(4) allows for an exemption to competitive requirements for the expenditure of funds for procurement for a personal, professional, or planning service. PRINCIPAL PLACE OF BUSINESS Margaret Chalfant Denton, TX ESTIMATED SCHEDULE OF PROJECT City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -271, Version: 1 The services to be performed will begin immediately upon City Council approval. The agreement will remain in effect for the period which may be reasonably required for completion of the project. FISCAL INFORMATION In Fiscal Year 2013 -2014, the City Council allocated $80,000 to fund the creation of a Public Art Master Plan. The funding is available in the General Government Capital Project Account 400134444.1360.40100. Requisition 4123589 has been entered in the Purchasing software system. EXHIBITS Exhibit 1: Memo from Director of Parks Exhibit 2: Ordinance Exhibit 3: Agreement 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 4/2/2015 Parks and Recreation Departinent EXHIBIT 1 Parks €r RKrEa '1011 C W' 601 E. Hickory St., Suite B, Denton, Texas 76205 MEMORANDUM DATE: April 7, 2015 TO: Elton Brock, Purchasing Manager FROM: Emerson Vorel, Director, Parks and Recreation RE: Business Justification for Single - Sourcing (non - competitive) of the City of Denton Public Art Master Plan Author — Margaret Chalfant In Fiscal Year 2013 -2014, the City Council allocated $80,000 to fund the creation of a Public Art Master Plan for the City of Denton. The Parks and Recreation Department's resulting search for qualified candidates produced a credentialed, accomplished, local resident - expert worthy of the task - Margaret Chalfant, retired Executive Director of the Greater Denton Arts Council (GDAC). The Parks and Recreation Department, with the endorsement of the Public Art Committee, recommends that Margaret Chalfant be recognized as the best valued Denton resident expert qualified to author the City's Public Art Master Plan for the following reasons: • Margaret co- founded the Denton Public Art Committee in June of 2006 • Margaret served as Executive Director of the Greater Denton Arts Council for 9 years • Margaret is nationally recognized as an authority in the Art field • Margaret, as a long -time Denton resident, has incomparable knowledge of the art scene • Margaret is credentialed, respected, and recognized as Denton's resident Art expert Margaret Chalfant's considerable knowledge of Art, noteworthy experience in the field, and long -term Denton residency uniquely qualify her as the best valued source to author the City's Public Art Master Plan. Texas Local Government Code 252.022(4) allows for an exemption to competitive requirements for the expenditure of funds for procurement for a personal, professional, or planning service. ADA/EOE /ADEA www.cityofdenton.com (TDD 800 - 735 -2989) EXHIBIT 2 ORDINANCE NO. AN ORDINANCE APPROVING A PROFESSIONAL SERVICES AGREEMENT FOR THE DEVELOPMENT OF A CITY OF DENTON PUBLIC ART MASTER PLAN WHICH IS AVAILABLE FROM A LOCAL EXPERT SOURCE, WHICH STAFF HAS RECOMMENDED AS THE BEST VALUE PROCUREMENT AND IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022 (4), SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 5795- AWARDED TO MARGARET CHALFANT IN AN AMOUNT NOT TO EXCEED $80,000). WHEREAS, Section 252.022 (4) of the Local Government Code provides that personal, professional and planning services are exempt from the competitive bid process; the personal services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed Public Art Master Plan services; and WHEREAS, the City Council wishes to procure the services mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Margaret Chalfant, to provide consulting services for the development of a City of Denton Public Art Master plan, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Council hereby finds that this contract, and the award thereof, constitutes a procurement of services that are available from a local expert source and need not be submitted to competitive bids. SECTION 3. The City Manager is authorized to expend funds as required by the attached contract. 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 5795 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. EXHIBIT 2 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 i City of Denton Contract,# 5795 Public Art Master Plan EXHIBIT 3 a-9NFd[9TdFff*'V-'V WITNESSETH, that in consideration • the covenants and agreements herein containell the parties hereto do mutually agree as follows: ARTICLE I The OWNER hereby contracts with the CONSULTANT, as an independent contractor. The CONSULTANT hereby agrees to perform the services as described herein, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The Project shall include, without limitation, the creation of a philosophical and procedural Public Art Master Plan for the City of Denton. The project shall be completed in six (6) phases, and are within Article 11 - Scope of Services. ARTICLE 11 11111 A yJ The CONSULTANT understands that the goal of this project is to provide professional assistance in developing a Public Art Master Plan document. The detailed scope of work and deliverables are defined below as Phases: FW1r.T-V Create a philosophical and procedural Public Art Master Plan that will incorporate the unique cultural, historical and geographical characteristics of the City. Review/ access current Public Art Policy for City of Denton. Analyze Public Art Projects: completed, current, future. Study City owned sites that would be appropriate for Public Art with current locations of Public Art N EXHIBIT 3 noted. Review criteria for purchase and/or commission of artworks. Review maintenance guide, gifts and loan policy, and restoration and conservation guides. Begin meeting with Public Art Committee Prepare and conduct a community assessment study. Interview elected officials, public executives, business leaders, arts advocates, community activists and other stake holders to develop a set of parameters confirming the scope of work to guide the subsequent master planning. Continue meeting with Public Art Committee. Set goals, strategies and budget parameters. W, Prepare for and facilitate a public forum. Use Survey Monkey or like program for the public to use for input. Survey Stakeholders (noted above). Assemble and analyze assessment study data. Identify community issues. Use current information gathered by the 2014 Bond Committee and Denton 2030 Plan. 12MT MW Create a clearly defined vision statement. Develop short and long-term goals for master plan. Document and prioritize art opportunity locations based on site challenges, appropriate scale for piece(s), ideal materials, focal point positioning, etc. Develop thematic directions, if appropriate. Review criteria for purchase and/or commission of artworks within the project. NTM M. Help create coalitions and the building of public /private partnerships for Public Art collaborations. Review and analyze city capital budget to identify projects that are potentially eligible for public art allocations under terms of the ordinance. Develop short- and long-term strategic plan and action strategies. Presentation of Master Plan with 20 copies provided to the City of Denton. mawc��� The OWNER shall provide the CONSULTANT with assistance in obtain any City of Denton documentation that may not be publically available. CONSULTANT shall be entitled to rely on the completeness and accuracy of all information provided by the OWNER. 0 EXHIBIT 3 Me- W11 Wild- I I E-11 11010 1 L IJI M W"I DI I'm B. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated • this Agreement. Such services, if any, shall • furnished by CONSULTANT • a fee basis negotiated by the respective parties outside • and in addition to this Agreement. C. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. D. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties. H. Preparation for and attendance at additional public meetings not specifically identified in the Scope of Services. 1 Furnish additional copies of documents in excess of the number • the same identified in the Scope of Services. ARTICLE IV 0 "I 1101-15c, Nuiv%l 5! EXHIBIT 3 "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of providing Services g4oJI'l t e prepm J i� 11 Ition and devclo11qjgqj_p,(a I'Liblic Art. Master Plan .. .. . .. . ... ..... . . ....... ..... ..... for the City of Denton. 2. "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the Basic Services of Phase I thru 6, defined in Article 1, and detailed within Article 11, a total fee, including reimbursement for direct non-labor expenses not to exceed $80,000. Partial payments to the CONSULTANT will be made on the basis of detailed statements, and in accordance with completion and submission of the requirements of the Tasks defined below, rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered for the Project: Task/ Milestone . ........... . . --l- ------ 11,11-11-1-11,11,111. 1111- . . . . . . . . . ................................ . . ............................ . .... . . . ..... . ..................... Completed by End of: -------------- — ----------- PHASE 1 __ ----- . . .. . . . . . . . . . . ............................... — - — ------------------- �-1.1�l,""--�,�l,""""""",,",,l,"""""'.",l.'I .......... . . May 22, 2015 .. . . . .. .............. - ................ . ................ ........... - ................ PHASE -- - - - --------- ........ . . . ............... - - ---------- ...................... . . July 31, 2015 .. ................. . .................... ..................................... PHASE 3 ..... ..................... ......................... October 12, 2015 .................. . . . . . . . . . . . . . . . . . . . . . . . . ............................ PHASE December 1, 2015 PHASE 5 ,.-I'll . . . . . . . . . ........................... . . — ----- ..... . . . . ......................................... . ...... . . ..... . . January 5, 2016 — -- - --- - ---- ------ PHASE _ ..................... . . . . - — - ------------------ ............ . ..... ..... - . . . ........................................... . . . . ........... February 16, 2016 . . . . . . .......... 0 1 � . Q; Zm EXHIBIT 3 11 Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be negotiated prior to delivery of the stated services, to complete the entire schedule of the work plan for the project. Any additional services requested and mutually agreed upon will result in a "change order" and amendment to the existing contract. Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. REIMBURSABLE EXPENSES: Reimbursable Expenses are expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $.00 without the prior written approval of the City. The reimbursable expenses have been expensed as part of the total cost of each task. E. PAYMENT: If the OWNER fails to make undisputed payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, prompt payment act interest as set forth in Chapter 2251 of the Texas Government Code shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, if it has not received payment by the thirty -first (31St) day after receipt of payment, after giving ten (10) days' written notice to the OWNER, on EXHIBIT 3 suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE VI INVOICES, PAYMENTS, AND RELEASES Payment processingi., The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Please complete and submit the attached City of Denton Substitute W-9 form. I -miWK111L, The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. EXHIBIT 3 The CONSULTANT will exercise reasonable care and due diligence in discovering arms promptly reporting to the OWNER any defects • deficiencies in the work of t CONSULTANT • any subcontractors • subconsultants. I ARTICLE VIII _k# 1 - -91 321iVr0i WlY.M Y50 -1 ARTICLE IX CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. I lei U DJUV 11210 BIWAA"' A DI 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 • equity, to any claim, cause • action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. E EXHIBIT 3 0 All insurance requirements have been waived by approval of the City of Denton's Risk Management Division. The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. ARTICLE XIII TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XIV RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, 0 EXHIBIT 3 "', I F L - - - C acc4-TAC"-1A-CAVHQ)C10n(j T approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT retains responsibility and liability, for the work, at all times during this Agreement and after completion of this Agreement. 10 1 *,my W 9 LU I r-91 4.7m All notices, communications, and reports required or permitted under this Agreeme shall be personally delivered or mailed to the respective parties by depositing same in the Unit States mail to the I address shown below, certified mail, return receipt requested, unless otherwi specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: P George Campbell, City Manager 215 East McKinney Denton, Texas 76201 Tel 940-349-7100 purchasing@cityofdenton.com All notices shall be deemed effective upon receipt by the party to whom such notice is Wil 0 V Le I cl 0 ky, a 5 1 -, . 1 1 = [a] N OMAN I W133 I W I KIM] AL1,11 I 11 W The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or Fiereinafter be amended. HE EXHIBIT 3 A IMM 111MEWRI) In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT 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, nor have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. V.. All services required hereunder will be performed by the CONSULTANT or under iz supervision. All personnel engaged in work shall be qualified, and shall be authoriz-' and permitted under state and local laws to perform such services. I C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its Sub -consultants shall be required to submit to background checks. Mj za 0 Ll M F-1 V11.11 144 0 V.11 It M_ 101J1 1 IM EXHIBIT 3 0 IMPT11100111111fli mu fifiWiM Attachment A — Consultant Bio Attachment B — Insurance waived by City of Denton Risk Management Attachment C — Contractor Documentation, including Conflict • Interest and City • Denton Substitute W-9 form C. 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. E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. 9 EXHIBIT 3 F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. 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. H. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. IN, :111 L"IMM11M ILI I 1 D1121 11 .14 OW-MM 414 D1 Did IN MON This Agreement, consisting of 14 pages and three (3) 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. 13 EXHIBIT 3 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to executed by its duly authorized City Manager, and CONSULTANT has executed this Agreeme through its duly authorized undersigned officer on this the day 20 1 BT: GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY w 00, 11 IN M61 wMwei v wff.,,v w Eli R 2"M em L-11", 11/ 010M RUN WJA . ........... EXHIBIT 3 6, -W- 1 ml EXHIBIT 3 Margaret Edge Chalfant 2200 Shenandoah Trail Denton, Texas 76210 540-300-3544 - meha]2001k)yahoo.com 0 Advisor to: • Denton African-American Scholarship Foundation, Inc. • Arts Alliance, Granbury, Texas. o Member of Capital Campaign Steering Committee for Denton County Children's Advocacy Center. EXHIBIT 3 Interior Designer, Houston /Tyler, Texas Registered Interior Designer 1978-1999 • Performed space planning for residential and commercial projects. • Coordinated as many as 35 sub-contractors. 0 Employed full-time thr-- designers. EXHIBIT 3 EDUCATION: • BFA, Southern Methodist University, Dallas, Texas EXHIBIT 3 • EXHIBIT 3 I EXHIBIT-3 CONFLICT OF INTEREST QUESTIONNAIRE FORM Q For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. Name of person who has a business relationship with local governmental entity. 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 71h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) Name of locale filer has W --- _ ............... __. _..........._ _. --------- . ..... � government officer with whom has an emp loyrnent or business relationship. mmarrte of Officer This section, (item 3 including subparts A, B, C & D), must be dC�nij) Wted 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 office iiamed iii `Ihi section receiving or likely to receive taxable income, other than investment income, from the filer of the question n;rraw.c ( 0 Yes FIN \o B. Is the filer of the questionnaire: ecoiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer naonw,, in this section AND the taxable income is not received from the local governmental entity? �..........m.. 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 .....I No D. Describe each affiliation or business relationship. ......... ..... ................................................ ..... __ — 4 �m� Signature of perso, doing business with the govern al),Itity Date r Adopted 06/29/2007 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -272, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of shoot -on connectors for Denton Municipal Electric (DME); and providing an effective date (RFP 5709 - awarded to Techline, Inc. in the three (3) year not -to- exceed amount of $150,000). RFP INFORMATION This contract is for a three (3) year agreement to supply shoot on connectors which are utilized by Denton Municipal Electric (DME) to bind bare conductors together. This provides a path for amperage to flow. Because these items are carried in the Distribution Center working capital inventory, they are not taken to the PUB for consideration. Requests for Proposals were sent to 205 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 requested from both vendors but none was received. Techline, Inc. was ranked the highest and determined to be the best value for the City of Denton (Exhibit 1). RECOMMENDATION Staff recommends award to Techline, Inc., in the three (3) year not -to- exceed amount of $150,000. This amount includes a contingency for upcoming substation construction project requirements. PRINCIPAL PLACE OF BUSINESS Techline, Inc. Ft. Worth, 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. City of Denton Page 1 of 2 Printed on 4/2/2015 File M ID 15 -272, Version: 1 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: Elton Brock at 349 -7133. City of Denton Page 2 of 2 Printed on 4/2/2015 H i! W NN O V W Z O Z O =z M O W O OLL 0 Q = m N LL rn O O J Ln a CL M LL N O i Ix 3 O av a Ci Ix- t N i G O t S - - - - - - - - - - - '� O - 0 _ O - 0 _ O - 0 - O - O _ O - O - O - 0 - O 'O >. T T T T N T T T T T N N > N -00 T w -O « H H H EQ r n r n r r n r n r n r J, O ui O J, O ui O J, O N N N V N N v o O o W O O o W O L� o O rn N o O O O o O O O o O 0 O 0 O 0 O 0 O 0 0 O w w o a ui vi oo m ui a ui o a w � a a a o a` d i.n o rn co m r O a o Ol n W co Ol uT N n o W N il N N N N O v V a m N N LO LO � N LO Mt M O ci C w 0 a m ti ti X O O O N O O oq O W O O O O O O N O O1 O O1 m N W N n O O O N O O O O r a` 3 3 '^ 3 3 3 O O O O O O O O O O O N O O 1 O O O N m m an m w O o O o O o O o O o O o O o O o O o O w w o a ui vi oo m ui a ui o a w � a a a o a` d i.n i.(1 N o N VT a U) �o Vl VT a U1 m N LO a U1 i.n Ol LO i.n i.(1 � co Ol uT �D �' m Vl LO rn th Mt m VT rn VT m VT N O V VT � O N ri N m V c v v* .n uT .n. uT vT M LD m W' o y 0 a N 0 0 o n h co o r ai m m W co W o "r <0 r n o a of o ry vi vi co oo co W I I z I z ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ ¢ 0 ¢ O m m � � z z z z z z z z z z z z z o O o z 0 0 = � o O o 0 0 0 o o o o O N O ~ �+ O O O O O J O O O O O O 0 O V O+ O �' O+ O O x x x z+ 0 v. O O 0 0 0 O V Ox V O m x V x u 0 V x¢ x vi vi o x vi vi + x x a vi w O N O¢ O O O O m O O¢ O m O n O, O O= o¢ 0+ O u u u m u u u cj, u u u vxi u y cj, v¢ u a u a u �_ 3 3 ,xn w u 1p 3 z¢ z m z z¢ z¢ z¢ z v`^i z¢ z ¢`"+ 'o ¢ rn ¢ ¢ ¢ ¢ ¢ z cc z vi z z z z z ui o z< z cv z z ,,, z„� z ,,, z z z z z cc z O �p r z r z O r O Q O? O m O rn O m O n O m 0 rn = O i= 0 0 4 rn n m O n 0 rn r r r r r r r r r r r r r r r r r r - oo m oo m oo m oo m oo m oo m to m to m to m N N N N N N N N N N N N N N N N N N N V c a m W O O ut W M N N N a O1 O w w w w w w w w w w w w w w w w w w a 0 a N r r r r r r r r r r r r r r r r r r - oo m oo m oo m oo m oo m oo m to m to m to m N N N N N N N N N N N N N N N N N N N V c a m W O O ut W M N N N a O1 EXHIBIT 2 ORDINANCE NO. 2015- AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF SHOOT -ON CONNECTORS FOR DENTON MUNICIPAL ELECTRIC (DME); AND PROVIDING AN EFFECTIVE DATE (RFP 5709 - AWARDED TO TECHLINE, INC. IN THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $150,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of Shoot -On Connectors 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 5709 Techline, Inc. $150,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. 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 RFP 5709 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 TECHLINE, INC. (5709) THIS CONTRACT is made and entered into this day of A.D., 2015, by and between TECHLINE, INC. a corporation, whose address is 5401 MARTIN STREET, FT. WORTH, TX 76119, 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 4 5709 ANNUAL SUPPLY OF SHOOT ON CONNECTORS, 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 & Standard Terms and Conditions (Exhibit "A ") (b) City of Denton's RFP 5709 (Exhibit "B" on file at the the Purchasing Office) (c) Form CIQ — 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 5709 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 mm APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY RFP 5709 SUPPLIER AUTHORIZED SIGNATURE Date: Name: Title: PHONE NUMBER 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 Lcityofdenton.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 + / -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. Total Contract Amount The contract total shall not exceed $150,000. Pricing shall be per Exhibit D attached. RFP 5709 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 5709 EXHIBIT 3 Exhihit A City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's 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 RFP 5709 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 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 RFP 5709 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 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. RFP 5709 EXHIBIT 3 The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the 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 RFP 5709 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 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 RFP 5709 EXHIBIT 3 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 all deliverables furnished under the Contract, and that the deliverables are free and clear of all RFP 5709 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 5709 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 5709 EXHIBIT 3 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, 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 RFP 5709 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 5709 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 5709 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 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 RFP 5709 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 5709 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 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 RFP 5709 EXHIBIT 3 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 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 RFP 5709 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 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 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 RFP 5709 EXHIBIT 3 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. 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 RFP 5709 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 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 RFP 5709 EXHIBIT 3 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. 1. Final negotiated contract 2. RFP /Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions RFP 5709 EXHIBIT 3 Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. 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. 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 7t" business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the tiler has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the tiler of the questionnaire? Yes E-1 No B. Is the tiler of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes E-1 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? Yes E-1 No D. Describe each affiliation or business relationship. 4 ❑I have no Conflict of Interest to disclose. 5 Signature of person doing business with the governmental entity Date RFP 5709 EXHIBIT 3 Exhibit D RFP 5709 EST. Estimated Item # ANNUAL Product Description Description 2 Unit Extended Delivery ARO QTY UOM Price Price (Days) CONNECTOR, SHOOTON AMP #602031 -8 28775203 150 EA 556AAC- #2ACSR / #2 $17.00 $2,550.00 Stock -2wks CONNECTOR, SHOOT- AM P#602006 28772460 12 EA ON 336 AAC - 336AAC+ $17.00 $204.00 Stock -2wks CONNECTOR,SHOOT- AMP1- 602031- 28772645 5 EA ON,556AAC- 2 /OACSRCU 8 $17.00 $85.00 Stock -2wks CONNECTOR, SHOOT- AMP #602121 -9 28772600 15 EA ON 795AAC -4/0 + $37.70 $565.50 Stock -2wks CONNECTOR, SHOOT- AMP #602121 -7 28775195 5 EA ON 795AAC - 336AAC+ $37.70 $188.50 Stock -2wks CONNECTOR, SHOOT- AMP #602121 -5 28772630 150 EA ON 795AAC - 477AAC+ $40.89 $6,133.50 Stock -2wks CONN, SHOOT -ON AMP #1 - 28772520 5 EA 477/556AAC -336+ 602031 -4 $17.00 $85.00 Stock -2wks CONNECTOR, SHOOT- AMP# 602121 -2 28772560 200 EA ON 795AAC - 795AAC+ $34.77 $6,954.00 Stock -2wks CONNECTOR, SHOOT- AMP # 1- 28772540 500 EA ON 477 - 556AAC -477 602031 -3 $9.11 $4,555.00 Stock -2wks SHELLS, AMPACT AMP # 69338 -4 28772950 2000 EA YELLOW $0.99 $1,980.00 Stock -2wks CONNECTOR, SHOOTON AM P#602047 28775240 30 EA STIRRUP 477AAC+ $22.16 $664.80 Stock -2wks CONNECTOR, SHOOTON AMP #602162 28775190 100 EA STIRRUP 795 AAC+ $65.31 $6,531.00 2 -4wks CONNECTOR, SHOOT- AMP 602104 28772635 100 EA ON 556 AAC STIRRUP $35.97 $3,597.00 Stock -2wks INLINE SWITCH SHOOT- AMP# 83843 -4 28772095 5 EA ON 556 $38.80 $194.00 Stock -2wks INLINE SWITCH SHOOT- AMP# 83843 -5 28772096 5 EA ON 477 $38.80 $194.00 4 -5wks INLINE SWITCH SHOOT- AMP# 83843 -6 28772097 5 EA ON 795 $38.80 $194.00 Stock -2wks CONN,SHOOT -ON AMP 1- 602031- 28772500 60 EA 477/556AAC -4/0+ 6 ONLY $17.00 $1,020.00 Stock -2wks CONNECTOR, SHOOT- AMP# 2- 28775201 30 EA ON 556.5 - #6 + 602031 -2 ONLY $13.73 $411.90 Stock -2wks RFP 5709 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -273, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: George Campbell Date: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the University of North Texas for the purpose of hosting the African Cultural Festival; providing for the expenditure of funds; and providing for an effective date. ($550) BACKGROUND This agreement allows for the total expenditures of $550 from Council Contingency Funds. (Mayor Watts $250, Council Member Gregory $100, Council Member Ryan $100, Council Member Johnson $50 and Council Member Hawkins $50) Key provisions of the agreement include: • Funds shall be used by the University for airfare, lodging, meals and reception for the African Ensemble and African Chiefs. • In addition to other reporting requirements, documentation in the form of cancelled checks and /or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the contract will come from Council contingency fund accounts. Respectfully submitted: George C. Campbell City Manager Prepared by: City of Denton Page 1 of 2 Printed on 4/2/2015 File M ID 15 -273, Version: 1 Linda Holley Senior Executive Assistant City of Denton Page 2 of 2 Printed on 4/2/2015 h rwm d by I cx:ls i''I S:\l-,egal\0Ur D0CL1nrents\0rdinanccs\l 5\sery agr-UNT African Cultural Festival.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE UNIVERSITY OF NORTH TEXAS FOR THE PURPOSE OF HOSTING THE AFRICAN CUI.,TURAL, FESTIVAL,; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and the University ol'North Texas for the purpose of hosting the African Cultural Festival, attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL, OF TITF.' CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. 'The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry Out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WAi.,TERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: '/P" s:' eg l'on,i� II also % xiAp um aftican cuuhniiall n'awmivalLdoc SERVICE AGREEMENT BETWEEN E CITY CDC° IlDEd TO , TEXAS AND THE UNIVERSITY OFNORTHTEXAS FOR THE AFRICAN CULTURAL FESTIVAL This Agreement is hereby entered into by and between the City of Denton, Texas, a d Ionic wade Municipal Corporation, hereinafter referred to as "City", and the University ofNonl:dn °d°oxtias, a Texas Noun -- Profit Corporation, hereinafter referred to as "University", WHEREAS, City has detue.nnninned that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; and WHEREAS, this Agreement nt serves a valid municipal and public purpose and is in the public iunteresL NCD , `d'p-dEd2ffCDRE, the parties hereto mutually agree as follows: do SCOPE O SE'RVIC`ES I'll, 11 University shall in a satisfactory and proper er maunaner perform the roddowiun , tasks, for which the monies provided by City may be uuse The funds being provided shady be used by the University to for airfare, lodging. anneals and reception for the African Ensemble and African Chiefs. IL OBLIGATIONS CDd UNIVE SITY In consideration of the receipt of pauunds from City, University agrees to the following torus and conditions: A. Five Hundred Fifty Dollars and uno /d 00 ($550.00) shall be paid to University by City to be utilized for the purposes set forth in Article d. B. University will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. University wild p erannit authorized officials of City to review its books at any time. D. Upon request, University will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. University will riot enter into any contracts that would encumber City funds for a period that would extend beyond the tenri of this Agreement. S - \ III °Pa V IOU W d(WU I[] W 111 0C 0 11) � nic s\ 1 5\se % agir - u iu um a n kw a if 11 c a11 IN im a � fecal a all &C F. University will appoint a representative who wilt be available to meet with City officials when requested. G. University will submit to City copies of year-end audited financial state ments. III. TIME 01'PERFORMANCE ....... . .... . . ... ........ `ne services funded by City shall be undertaken and cornpleted by University within the following time frame- The term ofthis Agreement shall commence on the efkctive date and terminate September 30, 2014, unless the contract is sooner terminated under Section VII "Suspension or Tennination". IV. PAYMENTS A. PAYMENTS'll'O UNWERSHT. City shall pay to University the surn specified in Article 11 after the c6ective date ofthis Agreement. B. FACESS PAYMENT. University shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: I ) has resulted in overpayment to University; or 2) has Riot been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION University agrees to participate in an implementation and maintenance systern whereby the services can be continuously monitored, University agrees to make available its financial records for review by City at City's discretion. In addition, University agrees to provide City the following data and reports, or copies thereof- A. All external or internal audits. University shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B, All external or internal evaluation reports, C. An explanation of any mm qjor changes in program services, D. To comply with this section, University agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of Funds received and the services M OlegaRour docuuments\contirac Is\ 1 %m agy-un Anc-an cuhurW 1'eMuw I doc performed under this Agreement. University's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure, University agrees to retain all books, records., documents, reports, and written accounting procedures pertaining to the services provided and expenditure ofl'unds Linder this Agreement for five years, E. Nothing in the above subsections shall be construed to relieve University of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. V1. DIRECTORS' MEETINGS 1-1-1-11— ...... ... . . . - -------------------------------- - ......... . . Minutes of all meetings of University's governing body, shall be available to City'Aithin wn (10) working days of approval. VIL TERMINATION The City may teminiate this Agreement for cause if Universky violates any covenants, agreements, or guarantees of this Agreement, the University's insolvency or filing of bankruptcy, dissolution, or receivership, or the University's violation ofany law or regulation to which it is bound tinder the terms of this Agreement. The City rnay tenninate this Agreement for other reasons not specifically enumerated in this paragraph. V11L E OPPORTUNITY AND COMPLIANCE WITH LAWS QML .... - — ------------- C OMPLIANC E J AN- A. University shaH comply with all applicable equal employment opportunity and affininative action laws or regulations. B. University will ftn-rdsh all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations, C In the event of University's non.-cornp Ilia nce with the non-discrifnination requirements, the Agreement may be canceled, terminated, or suspended in whole or in pail, and University may be barred from further contracts with City, Page 3 011vpRouir 5\sei e agir- it -uric a 1"i iwaini culknir a Fcsfiv all &wc IX. X. CHANGES AND A-MENDMEN'T S agr-um Auican cukwal besfival d(w C. University shall notify City of any changes in personnel or governing board cornposition. XL INDEMNIFICATION . ..... . . . . . ... .. ..... X11. CONFLICTOF INTEREST . ..... . . . ..................... .............. .. . ..... . ..... . 1 11-1.1-1-1- . . . . . ......... A. University covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. University further covenants that in the performance of thus Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. University finiher covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position pier a purpose that is or gives the appearance of being motivated by desire for private gain for himself7herseff, or others, particuiarly those withi which he/she has farnily, business.. or other ties., C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval ofthe undertakingorearrying out of this Agreement shatl participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership . or association in which he has direct or indirect interest. Any notice or other- written instrument required or perrnitted to be delivered Under the terms of this Agreement shall be deemed to have been delivered, whether actually received or riot, when deposited in the United States inail, postage prepaid, registered orcertifled, return receipt requested, or via hand- delivery or facsimile, addressed to University or City, as the case may be, at the following addresses: sAegakouy %cry agi. unU afi ican cuhmall q'eMk,,,d dou 3= City of Denton, Texas Ann.- City Manager 215 E. McKinney Denton, TX 76201 Fax No, 940.349.8596 AROHNSIM Professor Midawo Gideon Alorwoyie UN'r college of music 1155 Union Circle No. 311367 Denton,TX 76203-5017 Fax No. 940,565,2002 Either party may change its mailing address by sending notice ol.'change of address to tile other at the above address by certified mail., return receipt requested, XIV, MISCELLANEOUS .1,,— 1-11--- ---- - - ----- - --------------- ... I A., University shall not transfer, pledge or otherwise assign this Agreement or ally interest therein, or any claim arising thereunder to any party or parties, bank,, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, tile remaining provisions shall remain in full force and eflect and continue to conform to the original intent of both parties hereto. D, This Agreernent, together with referenced exhibits and attachments. constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement. understanding, or other commitment occurring during the term of this Agreement or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of cornpetentjurisdiction sitting in Denton County, Texas. sN egahourdocumenlskontracIs \15lsery agr -unt arrican cultural festival.doc IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of 2015 . ATTEST: JENNIFER WALTERS, CITY SECRETARY 16-rd APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY ATTEST: am SECRETARY GEORGE C. CAMPBELL, CITY MANAGER UNIVERSITY OF NORTH TEXAS Ike BY:..� MIDAWO GIDEON ALORWOYIE PROFESSOR -UNT COLLEGE OF MUSIC Page 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -277, Version: 1 DEPARTMENT: CM/ ACM: Date: Transportation John Cabrales, Jr. April 7, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on the north side of East Mulberry Street from its intersection with South Industrial Street to its intersection with South Austin Street; providing a repealer clause; providing a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; providing that violations of this ordinance shall be governed by Chapter 18 of the Code of Ordinances of the City of Denton, and providing for an effective date. The Traffic Safety Commission recommends approval (5 -0). BACKGROUND In late 2014, City staff received a request from Judi Moreillon, the President of the Homeowner's Association of the Townhomes of Pecan for the consideration of parking restrictions on the north side of Mulberry Street from Austin Street to Industrial Street. A few years ago the First United Methodist Church, on the south side of Mulberry Street from Locust Street to Industrial Street (across the street from the townhomes from which the current request has been generated) changed various street related features including the installation of angle parking and a reduction in the street width in conjunction with the intent of the proposed City's Downtown Implementation Plan (DTIP). As a result, the current width of Mulberry Street in this area is approximately 25 feet, eight inches. Minimum travel lane widths are 10 feet and a minimum parallel parking stall depth is usually considered eight feet. On- street parking typically requires a minimum of 28 feet from curb to curb to accommodate a minimum 20 feet for minimum travel lanes and a public safety access lane. Typically the City of Denton requires participation in the petition process by both sides of an entire block (even if only one side is being requested to be restricted) to restrict parking. In this way, if only one side is being restricted, it informs the property owners on the other side so as to let them determine if- 1) There is a potential resulting shift in the parking to their side, will it cause them undue hardship and thus lead them to oppose the proposed restriction or 2) Allow them to join in support of the request to have their side restricted also. In this case, because of the previous narrowing of the road by the First United Methodist Church, parking restrictions were installed some years ago on the south side of Mulberry Street from Locust to Industrial for City of Denton Page 1 of 3 Printed on 4/2/2015 File #: ID 15 -277, Version: 1 those portions that do not have angle parking and so, the primary need for the participation in the petition process of the other side of the street is not present as it is already restricted. The property on the same side of the street, and to the west of the Townhomes of Pecan Creek, is a parking lot with no building that would generate on- street parking. The City has received a letter from Judi Moreillon, the President of the Homeowner's Association of the Townhomes of Pecan indicating that more than a majority are in agreement with this request (Exhibit 2). All of these items are to illustrate why staff felt it was appropriate to bring this item forward without the normal prerequisite of each individual homeowner participating in the petition process that is normally utilized in the parking restriction process. The Traffic Safety Commission considered this item at the January 5, 2015, meeting and unanimously recommended to advance the proposal to City Council for consideration. The Traffic Safety Commission did indicate concern with reducing approximately ten on- street parking spots and suggested that the proposed ordinance be delayed until the Hickory Grand Street Project was substantially completed in late February or March adding additional parking. OPTIONS 1. Approve an ordinance restricting parking for the north side of Mulberry Street from Austin to Industrial. 2. Deny the no parking restriction ordinance for the north side of Mulberry Street from Austin to Industrial. 3. Provide staff with additional direction on the proposed ordinance to restrict parking on Mulberry Street from Austin to Industrial. RECOMMENDATION Traffic Safety Commission recommends Council consideration Option 1. Staff recommends Option 1. ESTIMATED SCHEDULE OF PROJECT Signs could be installed within three weeks of adopting the proposed ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Traffic Safety Commission unanimously recommended the City Council's consideration of the proposed ordinance at the January 5, 2015, meeting in a 5 -0 vote. FISCAL INFORMATION Labor and material cost for installing up to four signs will be less than $1000. EXHIBITS 1. Location Map 2. Letters from applicant 3. Excerpt from January Traffic Safety Committee Minutes 4. Ordinance City of Denton Page 2 of 3 Printed on 4/2/2015 File #: ID 15 -277, Version: 1 Respectfully submitted: Mark Nelson Transportation Director City of Denton Page 3 of 3 Printed on 4/2/2015 Exhibit 1 Exhibit 2 Townhornes at Pecan, Creek Mulberry and Industrial Streets Denton, Texas 76201 Mr, Bernard Vokoun Traffic Engineer Traffic Safety Commission 01 -A Texas Street Denton, Texas 76209 ON&VTO7 in As per our phone conversation today, I am submitting this letter in lieu of circulating a jqT � r '121 Association includes multiple addresses on Mulberry and Industrial Streets. As the president of the Townhomes, at Pecan Creek HOA, I certify that more dm 60% of the homeowners are requesting parking restrictions in the 200 block of Mulberry Street The property to the west of said block is city property; the First United Methodist Church already restricted parking. Thank you for considering out request, If you have questions, please contact me, Towwnhomes at Pw n Lek Nfi. Herr d Vckoun Traffic mSL t;�r 901 -A Tc* Satr%,et U 'rex 7a2 Mtulbou and Industrial Stvas Exhibit 2 1`ton, Texw 71 RE- pA&rMg Raw for %c 200 Mack of Mulborry 9MV Addendum to lnitial Roque.A Dear Mr. V'aokain, TN.; uWcBdm is to mplain the ream for OLrr request to restytiet paking in the 200 blaaGk of lwfulbury Stool. Botwccn ln,dustrial and Locust street;p. Mulbcwy Street is jtwt twa Ianes v is with no Parking- Titm d1<]'4ewa yg — one from the First t}oitcd Mcthadist Cht.v;lr, wK from tho aii,y puking lo� on-e that were& fftrtcm TOWnlbamCS e,CPCJ.W C,re+ek horneo ra —open onto Mulbcrry Street as lb.c hag block letmxn, Industrial mid Austu. streets. The 200 back of Mulberry is quite busy aozially during tier of the day, * L.urKh and dinn-er hour (PUZWs Tom, P-00 0M. mr.11oW mwhro m...) *x,00 to 6'00 Pm. wbca didd,ren Wr bang j&A—ed up from the church armor daycam Wmkcn& or any time tthore are special evtnt in downwvvn Denton W�n agars art Pmkcd on the north &jc of Mulbeny street, oridy ano lane is available fair east-% s1 mss. This congestion makes ante in.9 03c street from tea 9n= driveways hazardous and an bwk up tic flow &L the f stop at Malmo and WmtrW, Aiach can be unav fbr pedemtrins, Resuklislag parking On the north m& of the 200 Mock €of Mulbury would allow 1+01 two� +my tra ie tlwoughout the day. Thank you ft- ounsi k&S our regucst. If you have qua stims} please conwq mg, % / //j, �Iexleln Judi Moteillo". HOAPmsklmt Tov nhom>es at 1P n Czcck 213 Ti, 1�filberry Strm Uentoin= TX 76201 520.603.4948 Exhibit 3 MINUTES TRAFFIC SAFETY COMMISSION Monday, January 5, 2015 After determining that a quorum of the Traffic Safety Commission was present, the Commission convened the meeting on Monday, January 5, 2015 at 5:35 p.m. in the City Council Work Session Room, City Hall, 215 East McKinney Street, Denton, Texas. Present: Chair Wally Campbell, John Murphy, Kenneth Leathers, Nancy DiMarco, Patrice Lyke and Cameron Cox (New) Absent: Adam Reese Also Present: Mark Nelson, Director of Transportation; John Davis, Director of Engineering Services; Bernard Vokoun, Traffic Engineer and Kim Mankin, Administrative Supervisor. OPEN MEETING 2) Consider the recommendation to City Council for the approval of installing a no parking any time restriction ordinance on the north side of Mulberry Street from Austin Street to Industrial Street. Nelson stated that Vokoun has been working with a resident from the townhomes on the corner of Mulberry Street and Industrial Street to facilitate this item. Vokoun stated that the request is from the townhome owners. They have issues with the driveway that is on Mulberry. People use the restaurants in the area and park close to the drive way making it hard to maneuver around the vehicles. They have requested no parking on the block of Mulberry from Industrial to Austin. The president of the Homeowners Association stated the residents are in agreement. Campbell asked how many parking spaces are impacted. Vokoun answered there are approximately 11 spaces. Typically a request would be for an entire block. With this being downtown the request could be modified to restrict just the section from Industrial to the westerly property line of the townhomes. Nelson stated there is some concern with the loss of parking considering the construction on Hickory Street. This could be delayed until that construction is complete just to maintain some level of parking capacity. Vokoun added that from staffs perspective there would be no problem delaying until the Hickory Street Project is complete. The projected completion date is February 28, 2015. Commissioner Murray motioned to recommend the approval of a no parking restriction ordinance to City Council for the north side of Mulberry Street from Austin Street to Industrial Street with a delay until the Hickory Street Project is complete. The second was made by Commissioner DiMarco. Vote 5 -0 approved. With no further business to address, the Commission adjourned at 6:52 p.m. sAlegal \our documents \ordinances \15\no parking mulberry.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROHIBITING PARKING ON THE NORTH SIDE OF EAST MULBERRY STREET FROM ITS INTERSECTION WITH SOUTH INDUSTRIAL STREET TO ITS INTERSECTION WITH SOUTH AUSTIN STREET; PROVIDING A REPEALER CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR VIOLATIONS OF THIS ORDINANCE; PROVIDING THAT VIOLATIONS OF THIS ORDINANCE SHALL BE GOVERNED BY CHAPTER 18 OF THE CODE OF ORDINANCES OF THE CITY OF DENTON; AND PROVIDING FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. When signs and /or marking or any combination thereof are in place giving notice thereof, no person shall park a vehicle on the north side of East Mulberry Street from its intersection with South Industrial Street to its intersection with South Austin Street. SECTION 2. The provisions of Section 1 prohibiting the parking of vehicles shall apply on the designated portion of the above named street or streets except when it is necessary to stop a vehicle to avoid conflict with other traffic or in compliance with the direction of a police officer or official traffic control device. SECTION 3. All provisions of the ordinances of the City of Denton in conflict with the provisions of this ordinance are hereby repealed, and all other provisions of the ordinances of the City of Denton, not in conflict with the provisions of this ordinance, shall remain in full force and effect. SECTION 4. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 5. Save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. SECTION 6. Any person found liable of violating this Ordinance by a court of competent jurisdiction shall be fined a sum not to exceed five hundred dollars ($500). Each day that a provision of this ordinance is violated shall constitute a separate offense. The disposition of parking citations issued pursuant to this Ordinance shall be governed by Division 3 titled "Parking Violations Division" of Chapter 18 of the Code of Ordinances. SECTION 7. This Ordinance providing for a penalty shall become effective 14 days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, the official newspaper of the City of Denton, Texas, within 10 days of the date of its passage. PASSED AND APPROVED this the day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY m APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -283, Version: 1 Agenda Information Sheet DEPARTMENT: Engineering CM /ACM: Jon Fortune DATE: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City Council of Denton, Texas authorizing the City Manager to execute a Local Transportation Project Advance Funding Agreement (LPAFA) for a Congestion Mitigation and Air Quality (CMAQ) Improvement Project (construction of sidewalks for the Wilson and Pecan Creek Elementary School areas) with the Texas Department of Transportation; authorizing the expenditure of funds therefor; and providing an effective date. BACKGROUND Pursuant to requests by the Denton Independent School District (DISD) and the City of Denton, the North Central Texas Council of Governments ( NCTCOG) made changes to the Denton County Transportation Improvements Plan (TIP) in late 2012 to provide Congestion Mitigation and Air Quality (CMAQ) Program funding for sidewalks in the area of Wilson Elementary and Pecan Creek Elementary Schools (see maps attached to the Exhibit for the general proposed locations of the sidewalks) in the TxDOT 2013 -2014 Work Program. After the funding was programmed by NCTCOG and a Local Transportation Project Advance Funding Agreement (LPAFA) was forwarded to the City, staff realized the funds were federal funds (requiring that federal requirements be followed for the entire project - environmental, design, right -of -way and construction) rather than the anticipated Regional Toll Revenue (RTR) proceeds. Since this information differed from staff's initial understanding and because the initial reimbursement by the City for TxDOT costs provided in the draft LPAFA was significantly higher than originally anticipated, the project was not advanced initially. Engineering staff has worked with TxDOT staff over a period of time to better understand the funding source and requirements, to reduce the TxDOT reimbursement required from the City, and to amend the TxDOT Work Program to provide availability of design and right -of -way funding in FY2015 and construction in FY2016 (earlier than the current schedule of FY2016 and FY2017). TxDOT has recently provided a finalized LPAFA to the City for execution (the City will be required to advance fund the entire project and be reimbursed upon completion and application for reimbursement of the federal funding share). A local match of $100,284 is required for the federal funding of $376,896 and state funding of $26,932 (total of $504,112, including $34,911 to cover TxDOT direct and indirect costs for review and administration of the project). After execution of the LPAFA by TxDOT, the City will need to perform an environmental review, secure a land surveyor to perform design surveying for the project, design the project in- house, secure a construction contractor, and construct the project; all under federal requirements. These City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -283, Version: 1 activities will require approximately 2 years. OPTIONS 1. Approve the Local Project Advance Funding Agreement, accepting the $403,828 of federal and state funding, with a local match of $100,284, for the sidewalk project (total of $504,112) and agreeing to follow state and federal requirements for delivery of the project. 2. Decline to approve the Local Project Advance Funding Agreement, rejecting the federal and state funding for the sidewalk project, and possibly fund the entire project with local funds. RECOMMENDATION Option 1 - Staff recommends the Council authorize the City Manager to enter into the Local Project Advance Funding Agreement with TxDOT, with the City funding the required local match of $100,284 from the 2014 Bond Program Miscellaneous Sidewalk Program, and authorize staff to proceed with design, right -of -way acquisition and construction of the project. ESTIMATED SCHEDULE OF PROJECT Approximately two years for environmental assessment, design, right -of -way acquisition and construction, in accordance with federal and state requirements. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Mobility Committee and the Traffic Safety Committee were briefed on the status of this project at a joint meeting in September 2014; neither body had any objections to pursuing the project in the manner described. FISCAL INFORMATION Execution of the LPAFA would require a local match of $100,284 from the City of Denton, which is proposed to be funded from the 2014 Bond Program Miscellaneous Sidewalk Program (funded at $2,000,000). EXHIBITS Proposed ordinance, with Local Project Advance Funding Agreement attached (includes general location maps of the proposed sidewalks) Respectfully submitted: John T. Davis, PE Director of Engineering Services City of Denton Page 2 of 2 Printed on 4/2/2015 5: \Legal \Our Documents \0rdinances \15 \TXD0T Local Transportation Project Advance Funding Agreement.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A LOCAL TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT (LPAFA) FOR A CONGESTION MITIGATION AND AIR QUALITY (CMAQ) IMPROVEMENT PROJECT (CONSTRUCTION OF SIDEWALKS FOR THE WILSON AND PECAN CREEK ELEMENTARY SCHOOL AREA) WITH THE TEXAS DEPARTMENT OF TRANSPORTATION; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE I I so104III`'9001lr1e us] IIto]- 1P: txi Q SECTION 1. The City Manager of the City of Denton or his designee is hereby authorized to execute on behalf of the City of Denton a Local Transportation Project Advance Funding Agreement with the Texas Department of Transportation (TxDOT), a copy of such agreement being attached hereto and made a part hereof for all purposes and to expend funds as provided for in the LPAFA. SECTION 2. The City Manager or his designee is the City's authorized representative who is directed to comply with any assurances, conditions or agreements required to be executed to expend funds provided under the LPAFA. 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 in order to implement the project referred to in this LPAFA, to the City Manager of the City of Denton, Texas, or his designee. The expenditure of funds, as set forth in the LPAFA, is hereby expressly authorized. SECTION 4. This ordinance shall become effective immediately upon passage and approval. PASSED AND APPROVED this the day of ,2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY M. ♦ MAIN o • ♦ BY: CSJ #: 0918-46-267 District #: 18-Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County- Denton STATE OF TEXAS § COUNTY OF TRAVIS § LOCAL TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT For A Congestion Mitigation and Air Quality (CMAQ) Improvement Program Project OFF-SYSTEM THIS Local Project Advance Funding Agreement (LPAFA) is made by and between the State of Texas, acting by and through the Texas Department of Transportation, called the "State", and the City of Denton, acting by and through its duly authorized officials, called the "Local Government." WITNESSETH WHEREAS, a Master Agreement between the Local Government and the State has been adopted and states the general terms and conditions for transportation projects developed through this LPAFA; and, WHEREAS, the Texas Transportation Commission passed Minute Order Number 114027 that provides for the development of, and funding for, the Project described herein; and, WHEREAS, the Governing Body of the Local Government has approved entering into this LPAFA by resolution or ordinance dated 20. , which is attached to and made a part of this agreement as Attachment A for the development of the Project. A map showing the Project location appears in Attachment B, which is attached to and made a part of this agreement, NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties, to be by them respectively kept and performed as hereinafter set forth, it is agreed as follows: AGREEMENT 1. Period of the Agreement The period of this LPAFA is as stated in the Master Agreement, without exception. 2. Termination of this LPAFA Termination of this LPAFA shall be under the conditions as stated in the Master Agreement. This LPAFA may be terminated by the State if the Project is inactive for thirty-six (36) months or longer and no expenditures have been charged against federal funds. 3. Amendments Amendments to this LPAFA shall be made as described in the Master Agreement, without exception. AFA-LPAFA—ShortGen.doe Page 1 of 8 Revised 10/13/2014 CSJ * 0918-46-267 District #: 18- Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County: Denton 4. Scope of Work The scope of work for this LPAFA is described as the construction and connection of new sidewalk segments near various school locations to include Pecan Creek Elementary School and Wilson Elementary School within the City of Denton, Denton County. 5. Right of Way and Real Property Right of way and real property shall be the responsibility of the Local Government as stated in the Master Agreement, without exception. 6. Utilities Adjustment of utilities will be provided by the Local Government as required and as stated in the Master Agreement, without exception. 7. Environmental Assessment and Mitigation Environmental assessment and mitigation will be carried out as stated in the Master Agreement. Additionally, before the advertisement for bids, the Local Government shall provide to the State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 8. Compliance with Texas Accessibility Standards and ADA Compliance with Texas Accessibility Standards and the Americans with Disabilities Act (ADA) will be as stated in the Master Agreement, without exception. 9. Architectural and Engineering Services Architectural and engineering services will be provided by the Local Government as stated in the Master Agreement. The Local Government is responsible for performance of any required architectural or preliminary engineering work. For projects on the state highway system, the design shall, at a minimum conform to applicable State manuals. For projects not on the state highway system, the design shall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials design standards. The State may review and comment on the work as required to accomplish the public purposes of the State. The Local Government will cooperate fully with the State in accomplishing these local public purposes to the degree permitted by State and Federal law. 10. Construction Responsibilities Construction responsibilities will be carried out by the Local Government as stated in the Master Agreement. 11. Project Maintenance Project maintenance will be undertaken as provided for in the Master Agreement, without exception. 12. Local Project Sources and Uses of Funds A. A Project Budget Estimate is provided in Attachment C. The State and the Federal Government will not reimburse the Local Government for any work performed before the AFA-LPAFA—ShortGen.doe Page 2 of 8 Revised 10/1312014 CSJ #: 0918-46-267 District #: 18-Dallas Code Chart 64 #.* 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20-205 Not Research and Development Funding Category: 5 County: Denton federal spending authority is formally obligated to the Project by the Federal Highway Administration. After federal funds have been obligated, the State will send to the Local Government a copy of the formal documentation showing the obligation of funds including federal award information. The Local Government is responsible for one hundred percent (100%) of the cost of any work performed under its direction or control before the Federal spending authority is formally obligated. B. If the Local Government will perform any work under this contract for which reimbursement will be provided by or through the State, the Local Government must complete training before federal spending authority is obligated. Training is complete when at least one individual who is working actively and directly on the Project successfully completes and receives a certificate for the course entitled Local Government Project Procedures Qualification for the Texas Department of Transportation. The Local Government shall provide the certificate of qualification to the State. The individual who receives the training certificate may be an employee of the Local Government or an employee of a firm that has been contracted by the Local Government to perform oversight of the Project. The State in its discretion may deny reimbursement if the Local Government has not designated a qualified individual to oversee the Project. C. A Source of Funds estimate based on the Transportation Improvement Program (TIP) is also provided in Attachment C. Attachment C shows the percentage and estimated dollar amount to be contributed to the project by federal, state, and local sources. The parties agree that the LPAFA may be amended from time to time as required to meet the funding commitments based on revisions to the TIP, Federal Project Authorization and Agreement (FPAA), or other federal document. D. The Local Government is responsible for all non-federal and non-state funding, unless otherwise provided for in this agreement or through amendment of this agreement. Where a Special Approval has been signed by the State, the Local Government shall only in that instance be responsible for overruns in excess of the fixed amount to be paid by the Local Government. E. Prior to the performance of any engineering review work by the State, the Local Government will pay to the State the amount specified in Attachment C. At a minimum, this amount shall equal the Local Government's funding share for the estimated cost of preliminary engineering for the project. At least sixty (60) days prior to the date set for receipt of the construction bids, the Local Government shall remit its remaining financial share for the State's estimated construction oversight and construction costs. F. Whenever funds are paid by the Local Government to the State under this Agreement, the Local Government shall remit a check or warrant made payable to the "Texas Department of Transportation Trust Fund." The check or warrant shall be deposited by the State in an escrow account to be managed by the State. Funds in the escrow account may only be applied by the State to the Project. If, after final Project accounting, excess funds remain in the escrow account, those funds may be applied by the State to the Local Government's contractual obligations to the State under another advance funding agreement with approval by appropriate personnel of the Local Government. AFA-LPAFA—ShortGen.doc Page 3 of 8 Revised 10/13/2014 CSJ #: 0918-46-267 District #: 18-Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County. Denton G. If any existing or future local ordinances, commissioners court orders, rules, policies, or other directives, including but not limited to outdoor advertising billboards and storm water drainage facility requirements, are more restrictive than State or Federal Regulations, or if any other locally proposed changes, including but not limited to plats or replats, result in increased costs, then any increased costs associated with the ordinances or changes will be paid by the Local Government. The cost of providing right of way acquired by the State shall mean the total expenses in acquiring the property interests either through negotiations or eminent domain proceedings, including but not limited to expenses related to relocation, removal, and adjustment of eligible utilities. H. When a Special Approval has been signed by the State so that the Local Government bears the responsibility for paying cost overruns, the Local Government shall make payment to the State within thirty (30) days from receipt of the State's written notification of those amounts. I. The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under this contract or indirectly through a subcontract under this contract. Acceptance of funds directly under this contract or indirectly through a subcontract under this contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds. Any entity that is the subject of an audit or investigation must provide the state auditor with access-to any information the state auditor considers relevant to the investigation or audit. J. Payment under this contract beyond the end of the current fiscal biennium is subject to availability of appropriated funds. If funds are not appropriated, this contract shall be terminated immediately with no liability to either party. K. The Local Government is authorized to submit requests for reimbursement by submitting the original of an itemized invoice in a form and containing all items required by the State no more frequently than monthly and no later than ninety (90) days after costs are incurred. If the Local Government submits invoices more than ninety (90) days after the costs are incurred, and if federal funding is reduced as a result, the State shall have no responsibility to reimburse the Local Government for those costs. L. The State will not pay interest on any funds provided by the Local Government. 13. Document and Information Exchange The Local Government agrees to electronically deliver to the State all general notes, specifications, contract provision requirements, and related documentation in a Microsoft@ Word or similar document. If requested by the State, the Local Government will use the State's document template. The Local Government shall also provide a detailed construction time estimate including types of activities and month in the format required by the State. This requirement applies whether the Local Government creates the documents with its own forces or by hiring a consultant or professional provider. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. 14. Incorporation of Master Agreement Provisions This LPAFA incorporates all of the governing provisions of the Master Agreement in effect on the date of final execution of this LPAFA, unless an exception has been made in this agreement. AFA-LPAFA—ShortGen.doc Page 4 of 8 Revised 10/13/2014 CSJ * 0918-46-267 District #: 18- Dallas Code Chart 64 * 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County: Denton 15. Insurance If this Agreement authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. 16. Debarment Certification The parties are prohibited from making any award at any tier to any party that is debarred or suspended or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549, "Debarment and Suspension." By executing this Agreement, the Local Government certifies that it and its principals is not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549 and further certifies that it will not do business with any party, to include principals, that is currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this contract shall require any party to a subcontract or purchase order awarded under this contract to certify its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the certification. 17. Cost Principles and Office of Management and Budget (OMB) Audit Requirements In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in OMB Circular A-87 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 18. Notices All notices to either party shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to that party at the following address: Local Government: State: City Manager Director of Contract Services Office Attention: Director of Engineering Services Texas Department of Transportation City of Denton 125 East 11 th Street 215 East McKinney Austin, Texas 78701 Denton, Texas 76201 All notices shall be deemed given on the date delivered in person or deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices AFA-LPAFA—ShortGen-doc Page 5 of 8 Revised 10/13/2014 CSJ #: 0918-46-267 District #: 18-Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category. 5 County* Denton shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party. 19. Civil Rights Compliance The Local Government shall comply with the regulations of the U.S. Department of Transportation as they relate to non-discrimination (49 CFR Part 21 and 23 CFR Part 200), and Executive Order 11246 titled "Equal Employment Opportunity," as amended by Executive Order 11375 and supplemented in the Department of Labor Regulations (41 CFR Part 60). 20. Disadvantaged Business Enterprise (DBE) Program Requirements A. The parties shall comply with the Disadvantaged Business Enterprise Program requirements established in 49 CFR Part 26. B. The Local Government shall adopt, in its totality, the State's federally approved DBE program. C. The Local Government shall set an appropriate DBE goal consistent with the State's DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired. The Local Government shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions. D. The Local Government shall follow all other parts of the State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas Department of Transportation's Federally-Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address http://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou attachments. Pdf. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT)-assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non - discrimination in award and administration of DOT-assisted contracts. The State's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the Local Government of its failure to carry out its approved program, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). F. Each contract the Local Government signs with a contractor (and each subcontract the prime contractor signs with a sub-contractor) must include the following assurance: The contractor, sub-recipient, or sub-contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. AFA-LPAFA—ShortGen.doc Page 6 of 8 Revised 10/13/2014 CSJ #: 0918-46-267 District #: 18-Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County: Denton 21. Federal Funding Accountability and Transparency Act Requirements A. Any recipient of funds under this Agreement agrees to comply with the Federal Funding Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part 170, including Appendix A. This agreement is subject to the following award terms: http://www.gpo.gov/tdsys/oka/FR-2010-09-14/12df/2010-22705.pdf and http://www.,qpo.gov/fdsys/pkq/FR-2010-09-14/gdf/2010-22706.pdf B. The Local Government agrees that it shall: 1. Obtain and provide to the State a System for Award Management (SAM) number (Federal Acquisition Regulation, Part 4, Sub-part 4.11) if this award provides more than $25,000 in Federal funding. The SAM number may be obtained by visiting the SAM website whose address is: https://www.sam.clov/portal/12ublic/SAM/ 2. Obtain and provide to the State a Data Universal Numbering System (DUNS) number, a unique nine-character number that allows the Federal government to track the distribution of federal money. The DUNS number may be,requested free of charge for all businesses and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration website http://fedgov.dnb.com/webform; and 3. Report the total compensation and names of its top five (5) executives to the State if: j. More than 80% of annual gross revenues are from the Federal government, and those revenues are greater than $25,000,000; and ii. The compensation information is not already available through reporting to the U.S. Securities and Exchange Commission. 22. Single Audit Report A. The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in OMB Circular A -133. B. If threshold expenditures are met during the Local Government's fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Audit Office, 125 E. 11th Street, Austin, TX 78701 or contact TxDOT's Audit Office at httg://www.txdot.gov/inside-txdot/office/audit/contact.html. The expenditure threshold for fiscal years beginning prior to December 31, 2014 is $500,000; the expenditure threshold for fiscal years beginning on or after December 31, 2014 is $750,000. C. If expenditures are less than the threshold during the Local Government's fiscal year, the Local Government must submit a statement to TxDOT's Audit Office as follows: "We did not meet the expenditure threshold and therefore, are not required to have a single audit performed for FY D. For each year the project remains open for federal funding expenditures, the Local Government will be responsible for filing a report or statement as described above. The required annual filing shall extend throughout the life of the agreement, unless otherwise amended or the project has been formally closed out and no charges have been incurred within the current fiscal year. AFA-LPAFA—ShortGen.doc Page 7 of 8 Revised 10/13/2014 CSJ #: 0918-46-267 District #: 18-Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County: Denton 23. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate. THE LOCAL GOVERNMENT — CITY OF DENTON A*- George C. Campbell City Manager Date: Approved as to Form Anita Burgess City Attorney By: Anita Burgess City Attorney City Secretary THE STATE OF TEXAS 0 Kenneth Stewart Director of Contract Services Texas Department of Transportation Date: M ATTEST: Jennifer Walters City Secretary Jennifer Walters AFA-LPAFA—ShortGen.doc Page 8 of 8 Revised 10/1312014 CSJ #: 0918-46-267 District #: 18-Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County: Denton ATTACHMENT A RESOLUTION OR ORDINANCE AFA-LPAFA—ShortGen.doc Page 1 of 1 Attachment A CSJ #: 0918-46-267 District 4: 18-Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County: Denton ATTACHMENT B PROJECT LOCATION MAP AFA-LPAFA—ShortGen.doc Page 1 of 1 Attachment B C/) -�e cu _0 U) cu (1) >1 L— cu-6--1 C- 0) E 0) W cn 1�— kl� > w o r) 21 (c� �4, �,j Xi awe N" .............. ?, I 0 0 nX Fpm "3 Z < , ��Jj i J's, ry Ifr r' 7 k f le� E 4M, cc� vo d t'7 cn c 0 79, C? IL 0 0 o C C > w o r) 21 (c� �4, �,j Xi awe N" .............. ?, I 0 0 nX Fpm "3 Z < , ��Jj i J's, ry Ifr r' 7 E cc� vo d t'7 c 0 C? 0 o C C O c 0 0 U) c 0 c 0 c c cx) C CL NI 0 -0 < P U) s 0 z U) I wl� -i -,) � 0 C) T) a 0 N 2 0 cu m C) E 3: O =3 C\l _0 > O E PECAN CREEK ELEMENTARY AREA SIDEWALK HydroLines-.4800 -2 • 0 0.05 0.1 Schools-4800 Parks and Preserves 4800 NOTE: General locations shown; final locations may vary dependent on actual field conditions. CSJ #: 0918 -46 -267 District #: 18- Dallas Code Chart 64 #: 11400 Project: Various City Streets Federal Highway Administration CFDA #: 20.205 Not Research and Development Funding Category: 5 County: Denton ATTACHMENT C PROJECT BUDGET ESTIMATE AND SOURCE OF FUNDS Project costs for environmental, engineering, right of way and construction will be allocated based on 80% Federal funding and 20% Local funding until the Federal funding reaches the maximum obligated amount. The Local Government will then be responsible for 100% of the costs. DESCRIPTION TOTAL ESTIMATED COST FEDERAL PARTICIPATION STATE PARTICIPATION LOCAL PARTICIPATION Environmental (by Local $8,000 80% $6,400 0% $0 20% $1,600 Engineering b Local $56,520 80% $45,216 0% $0 20% $11,304 Right of Way b Local $70,000 80% $56,000 0% $0 20% $14,000 Utilities (by Local $6,000 0% $0 0% $0 100% $6,000 Construction (by Local $328,681 80% $262,945 0% $0 20% $65,736 Subtotal $469,201 $370,561 $0 $98,640 Environmental Direct State Costs 1 % $80 80% $64 0% $0 20% $16 Engineering Direct State Costs 1 % $565 80% $452 0% $0 20% $113 ROW Direct State Costs 1% $700 80% $560 0% $0 20% $140 UTL Direct State Costs (1%) $60 0% $0 0% $0 100% $60 Construction Direct State Costs 2% $6,574 80% $5,259 0% $0 20% $1,315 Subtotal $7,979 $6,335 $0 $1,644 Indirect State Costs 5.74% $26,932 0% $0 100% $26,932 0% $0 TOTAL $504,112 $376,896 $26,932 $100,284 Initial payment paid by the Local Government to the State: 329 Payment by the Local Government to the State prior to construction: $1,315 Estimated total payment by the Local Government to the State: $100,284 This is an estimate. The final amount of Local Government participation will be based on actual cost AFA -LPAFA ShortGen.doc Page 1 of 1 Attachment C City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -285, Version: 1 DEPARTMENT: CM/ ACM: Date: Agenda Information Sheet CMO John C. Cabrales, Jr. April 7, 2015 SUBJECT Consider approval of a resolution of the City of Denton, Texas, in opposition to Senate Bill 343 and any other legislation which would erode the authority of a home rule municipality; and providing for an effective date. BACKGROUND Mayor Watts has requested the subject resolution be presented to the City Council for consideration. Senate Bill 343, filed by Senator Don Huffines (R- Dallas), seeks to erode and preempt local authority further than any other bill that has been filed in Austin. SB 343 would require that cities can do only what the State of Texas expressly authorizes them to do. This would require the City of Denton voters and local elected officials to get the state legislature's permission to enact any local ordinance. If approved by the City Council, staff will send the attached resolution to Senator Huffines and the state elected officials representing the City of Denton. EXHIBITS 1. SB 343 2. Resolution Respectfully submitted: Lindsey N. Baker Intergovernmental Relations/ Public Information Officer City of Denton Page 1 of 1 Printed on 4/2/2015 By: Huffines 1 A BILL TO BE ENTITLED AN ACT S.B. No. 343 2 relating to the conformity of local law with state law. 3 BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: 4 SECTION 1. Chapter 1, Local Government Code, is amended by 5 adding Section 1.006 to read as follows: 6 Sec. 1.006. CONFORMITY WITH STATE LAW. (a) Where the 7 state has passed a general statute or rule regulating a subject, a 8 local government shall restrict its jurisdiction and the passage of 9 its ordinances, rules, and regulations to and in conformity with 10 the state statute or rule on the same subject, unless the local 11 government is otherwise expressly authorized by statute. 12 (b) Unless expressly authorized by state statute, a local 13 government shall not implement an ordinance, rule, or regulation 14 that conflicts with or is more stringent than a state statute or 15 rule regardless of when the state statute or rule takes effect. 16 SECTION 2. This Act takes effect immediately if it receives 17 a vote of two- thirds of all the members elected to each house, as 18 provided by Section 39, Article III, Texas Constitution. If this 19 Act does not receive the vote necessary for immediate effect, this 20 Act takes effect September 1, 2015. 201550024 -1 12/23/14 1 sAlegal\our documentsVesolUtiO110 5\resolution opposing sb 343,doex RESOLUTION NO. A RESOLUTION OF THE CITY OF Dl�NTON,TEXAS, IN OPP(0)SITION TO SENATE BILL 343 AND ANY OTHER LEGISLATION WHICII WOULD ERODE THE AUTHORITY OF A HOME RULE MUNICIPALITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in 1868 federal judge John Forest Dillon issued a ruling stating that cities can do only what their state government expressly authorizes them to do and this ruling became known as the Dillon Rule; and WHEREAS, the people of Texas decided the Dillon Rule and centralized government was not desirable for larger cities and, in 1912, adopted a constitutional amendment affirming Texas' commitment to local decision making; and WHEREAS, the Texas Constitution, in Article XI, Section 5, authorizes cities over 5,000 population to adopt by election a home rule charter, which grants the citizens of that city the power of self-government; and WHEREAS, the City of Denton adopted its Horne Rule Charter in 1959; and WHEREAS, the City Council of the City of Denton and city councils across the state have to make decisions at the neighborhood level to protect the property values, the quality of life, and. even save lives; and WHEREAS, Senate Bill 343, filed by Senator Don 1--luffines during the 84"' Texas Legislative Session, would upend the relationship between Texas cities and the state government by causing Texas to revert to the rule created in Dillon's 1868 federal court decision and would require the City of Denton voters and local elected officials to get the state legislature's permission to enact any local ordinance; NOW, THEREFORE, THE COUNCIL OF 'I CITY OF I: 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 Senate Bill 343 and any other legislation that would erode the authority of a home rule municipality. SECTION 3. Eroding the home rule authority of cities: (a) removes the ability of cities to enact reasonable regulations to protect health, safety and property values; (b) restricts the ability of cities to be responsive to the will of the local voters; and (c) will undo 100 years of home rule in Texas. SECTION 4. This Resolution shall become effective immediately upon its passage and approval. sAlegakour documents\resolulions\l 5\resolUtion opposing sb 343.docx PASSED AND APPROVED this the day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -295, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consider approval of the minutes of February 2, February 3, February 10, and February 17, 2015. City of Denton Page 1 of 1 Printed on 4/2/2015 CITY OF DENTON CITY COUNCIL MINUTES February 2, 2015 After determining that a quorum was present, the City Council convened in a Work Session on Monday, February 2, 2015 at 11:30 a.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tern Engelbrecht, Council Member Gregory, Council Member Hawkins, Council Member Johnson, Council Member Roden, Council Member Ryan, and Mayor Watts. ABSENT: None. A. ID 15 -054 Receive a report, hold a discussion, and provide staff direction regarding solid waste and recycling dumpster locations in the public right -of -way, on public city sidewalks, in the Square District, and in the City's Downtown Implementation Plan (DTIP) area. Vance Kemler, General Manager Solid Waste Administration, stated that The Denton Plan 1999- 2020 listed the Solid Waste Goals as providing solid waste services for the City (meeting state and local requirements), protecting public health, reducing litter and enhancing community appearance, ensuring protection of the environment, and encouraging waste minimization and maximizing material recovery and reuse. New Constructions requirements required dumpster screening or enclosures if it was visible from the street or a residence and would be located behind the front building line. Existing property constructed before adoption of the current code were not required to meet the current requirements. Dumpster Categories - dumpsters in the right -of -way could be divided into (1) possible relocation, (2) were difficult to relocate, (3) had no relocation option, (4) were in the Downtown Square District with no relocation option, (5) were in an alley right -of -way, (6) were in the street or (7) were on a sidewalk. Council discussed the option of shared dumpsters and whether they were effective. Another consideration was whether roll out carts could be used if a business had a small amount of waste or possible incentives for property owners to have a dumpster on their property when used by others. Illegal dumping and who would be responsible for that dumping was also an issue. Mayor Watts asked about options for cart service where currently there was a dumpster and not on a residential route. He felt there were a lot of those circumstances and challenged staff to find a solution even if not on a residential route. That would help achieve a goal of removing the dumpster. Kemler replied that it certainly was something staff could look at and determine various circumstances for each type of property. Council Member Johnson felt that Council needed to decide what was most important to them. The City was spending lots of money in the Downtown area to make it pedestrian friendly with quality retailers but that was coupled with dumpsters on the street. If it was important to make the area more aesthetically pleasing options needed to be considered to do so. A decision should not only be the cost and what to charge the user but take the discussion to the level on how important was it to the City to get rid of the dumpsters. He questioned what other Downtowns were doing. City of Denton City Council Minutes February 2, 2015 Page 2 Kemler stated that some other cities had a private contractor with cart service in the downtown and may pick up the trash every day. Some had common drop -off enclosures, bag service, or cart service with specific carts for specific types of waste. Council Member Johnson suggested considering other options to the dumpsters in terms of where they were currently located and present those options on what could be done. Council Member Gregory stated that when Cedar Street was redone, there was to be building enclosures on the street and questioned what happened to those. Kemler stated that the enclosures were not provided for by the project manager due to financial constraints. Council Member Gregory asked if the TIF money would be eligible to help fund dumpster projects. Council Member Hawkins asked about the possibility of side loader dumpsters for the Downtown area. Council discussed the different types of dumpster enclosures such as those with doors, those without doors, how to make them convenient for trucks and users, the need for gates and the procedures for using a gate. Kemler continued with Council Vision and Guidance for City Staff Implementation. Those items included (1) provide a general policy on the location and enclosure requirements for existing dumpsters in the public rights -of -way for each dumpster category, (2) provide a target date to begin and complete implementation, (3) consider strategies to minimize impact on affected dumpster users or customers, (4) consider requiring existing property to meet current Development Code requirements by a certain date, (5) establish special accommodation or waivers for Infill areas, (6) require Recycling containers to meet same requirements, and (7) revise Solid Waste, Development and other affected codes to provide clear standards to ensure Code Enforcement could efficiently enforce changes. Options for the Downtown area were reviewed as noted in the agenda backup materials. Consensus of the Council was to (1) report on possible bag service and cart service with details on how it would impact customers, increased costs, leakage, etc., (2) provide information on enclosures and how to pay for them, and (3) possible use of TIF money. Return with options and details for those options. Dumpsters on sidewalks should be a priority for compliance. Property owners should be contacted to find out if the options would be possible. Present options, initial cost, and payment options, B. 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 City of Denton City Council Minutes February 2, 2015 Page 3 public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Gregory noted that 2nd Tuesday work sessions are typically not televised. He requested an Informal Staff Report on the possibility of televising them on a regular basis. City Manager Campbell stated that currently those meeting with high profile items or action items on the agenda were televised. Council Member Ryan asked for a report on dissolving the convention center TIRZ. With no further business, the meeting was adjourned at 1:02 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES February 3, 2015 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, February 3, 2015 at 1:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tern Engelbrecht, Council Member Gregory, Council Member Hawkins, Council Member Johnson, Council Member Roden, Council Member Ryan, and Mayor Watts. ABSENT: None. 1. Citizen Comments on Consent Agenda Items There were no citizen comments submitted for Consent Agenda Items. 2. Requests for clarification of agenda items listed on the agenda for February 3, 2015. Council Member Ryan asked about Consent Agenda Item B dealing with electronic signatures and questioned what it involved. Chuck Springer, Director of Finance, stated that initially it would be used for bids in Purchasing for contracts and for city contacts. It could be expanded into other areas in the future such as Customer Service. Council Member Gregory asked about the background of the agencies listed in Consent Agenda Item C. Danielle Shaw, Human Services Coordinator, stated that the grant was awarded through the State. The agencies submitted an application and the agencies were formulated from the applications. There were four different areas of concentration - street outreach, emergency shelters, homeless prevention, and rapid rehousing. Mayor Watts asked for a clarification on the purpose and benefits for Consent Agenda I dealing with an amendment with Jagoe Public. Elton Brock, Purchasing Manager, stated that contract was 5 years in length and the change order provided more breathing room to complete projects for city. 3. Work Session Reports A. ID 15 -018 Receive an update from the Denton Parks Foundation regarding the status of several projects including the Eureka Playground replacement and the City's first spray ground. Emerson Vorel, Director of Parks and Recreation, introduced Tim Crouch and Molly Tampke, members of the Parks Foundation, who would be presenting the item. Tim Crouch stated that the Foundation was formed in 1987 and was a pass through for funding but did not really have a sense of mission. It started raising money for scholarships for children City of Denton City Council Minutes February 3, 2015 Page 2 who might not be able to participate in park programs and then went to the next level by hiring an executive director to assist citizens with quality of life. Molly Tampke stated that one of the major goals for the Foundation was to lead the fund raising efforts on the remake of Eureka Playground. The execute director position was to raise money for the removal and rebuilding of Eureka Playground. February 12 would be Design Day in the elementary schools to see what their dream playground would be. Ideas would be given to the playground consultant who would incorporate as many ideas as possible. The proposed design would be unveiled at a community meeting. The goal was to raise was $1.5 million based on the consultant's calculation of the size of the playground. The Foundation also purchased three cabanas at Water Works Park which could be rented. Total scholarship money provided by the Foundation last year was $228,000. The Foundation also served as a repository for the funds for the future Spray Park. The Parks Foundation was making a difference helping with the CIP programs for the City. B. ID 15 -109 Receive a report, hold a discussion, and give staff direction regarding the Cole Ranch development. Bryan Langley, Assistant City Manager, introduced Ocie Vest who would be making the Cole Ranch presentation. Ocie Vest, Cole Ranch, stated that they had been working for years on the Cole Ranch property. The Ranch consisted of 3200 acres which they had worked hard to make sure it was a high quality development. They felt the time was right to bring this project forward. He reviewed the master plan which consisted of residential, commercial, industrial properties and open space. It was a little bit different from the zoning plan but showed in more detail the layout of the concept. Master amenities included 14 miles of trails that would connect schools, open space, lakes and shopping. It would contain 3 large lakes and over 600 acres of open space. Council Member Gregory asked about gas well sites on the property. Vest stated that there were 14 well sites all of which had been drilled. They eventually would be closed and become green space. Council Member Roden asked if there was any interest in reopening the well sites. Vest stated that the pad sites would not be in residential areas and would have open access rather than going through the residential areas. Mayor Watts asked if there had been discussions how close to have the residential properties to the gas wells. Vest stated that as all of the gas pads already existed; it was known where they were. There would not be any new pads coming close to the residential sites. City of Denton City Council Minutes February 3, 2015 Page 3 Mayor Watts asked if there had been discussions for the distance new houses would be to the pad sites. Vest stated that they had established 300 feet. Builders had a difference of opinion if that distance was adequate. Mayor Pro Tem Engelbrecht felt that the reworking of wells and a 300 foot distance was not adequate. Council Member Johnson stated that the proposed ordinance was a 300 foot setback and depending on who a person was talking with there was a wide range of opinion on whether that was adequate or not for the setback distance. Vest stated that the concept of the development was to encourage the development of the arts. Single family homes would have joint frontages with the residential property developing into three 1000 acres setting. He reviewed the criteria for design guidelines. Prior to or with each application for a modification to the Development Plan Map related to the design and permitting of each new residential neighborhood, a set of Design Guidelines specific to that new neighborhood would include a specific set of specifications. The public benefits to the City included regional transportation improvements, regional water improvements, regional wastewater improvements, regional drainage improvements, park land and regional trail system, and school sites. A hurdle to development was the large amount of infrastructure needed to support the development in the southwest quadrant of Denton. The southwest quadrant of the city had Robson Ranch, Hunter Ranch and Cole Ranch developing there. Infrastructure costs were estimated at $147 million and exceeded any one property owner's ability to fund. Financing mechanisms were needed to help provide the necessary public infrastructure. The solution was a public /private partnership in the form of a PID/TIRZ to help finance major infrastructures. In terms of a PID, (1) only landowners in the area defined by the PID paid a PID assessment, (2) it promoted economic growth by creating a means for constructing and improving infrastructure in a defined area, (3) it allowed the City or County to levy and collect special assessments on properties within the defined area, (4) there was no funding or ongoing administrative costs required from the City /County while providing ultimate control to the City /County, and (5) bonds could be issued to fund or to reimburse infrastructure construction costs after certain financial goas were met per the PID agreement. Bridging the Gap - a PID alone did not provide enough revenue to fund infrastructure costs. Supplemental funding could be accessed through Tax Increment Financing (TIF). A TIF allowed for the incremental property tax created by the project to be used for the reimbursement of infrastructure costs. He presented the projected public improvements funding by source. The TIRZ reimbursement would only be used for the gap between the actual eligible costs less the PID reimbursement. Council Member Roden questioned what was being asked for in terms of financial help. Vest stated this as the major infrastructure and not the residential sites. City of Denton City Council Minutes February 3, 2015 Page 4 Mayor Watts stated that he was not opposed to the concept but the numbers would be important and that from his perspective this would be very numbers driven. Vest stated that oversizing of the lines was built into the $147 million as they were proposing the ultimate lines in the area and were built into the numbers. Council discussed the roadway components, who would be maintaining the trails and lakes, and infrastructure improvements. Vest reviewed the phasing plan for the development with the first phase in the southern portion of the property. The infrastructure and costs for the southern phase were reviewed. He noted that the TIFZ reimbursement was only used to fill the gap between the actual eligible costs less the PID reimbursement. Council Member Roden asked if there had been discussions on the major infrastructure costs. Vest replied not down to subdivision level, but many of the costs included those types of projects. He noted that the roadways served Cole Ranch but were also connected to neighboring properties. They were oversized to connect surrounding communities. Mayor Watts stated that he was not convinced that all of the proposed costs should be covered by the City in terms of the road oversizing. Some of those roads might not provide regional connectivity but rather be collector or arterial roads. Vest stated that an oversize analysis would show those amounts. Council Member Johnson stated that the PID was between the developer and homeowner. However, $48 million was being asked for in the TIRZ. The PID dollars did not cost the city anything. Rick Rosenberg, DPFG, stated that the costs for the PID would be paid by the PID with no costs to the city. Mayor Watts stated that the PID only paid for public improvements. Rosenberg replied correct for major infrastructure improvements. Council Member Johnson stated that the money that was going to be spent for the TIRZ reimbursement that was outside the boundaries of the project and that was over and above what the City would have to do for the project. It was hard to differentiate the different figures presented. Council Member Hawkins questioned if the oversizing up front was beneficial to the City. Vest stated that the normal process was that the City built the water line needed. The Master Plan would then be looked at and the City tell the developer that the line needed to be oversized with the City doing that oversizing. In this case, the cost for the oversizing would be put in the PID and done upfront. The Cole Ranch South potential housing assessed values, Cole Ranch South City of Denton City Council Minutes February 3, 2015 Page 5 TIRZ tax contribution, and Cole Ranch South PID assessment allocation was reviewed. The same analysis for the Artist Colony was also reviewed. Next steps - in February Stratford would submit the Term Sheets to Council and staff for review and approval in terms of the development agreement, PID and TIRZ. In March Stratford would incorporate City comments into the Term Sheets and submit final documents for review and approval for the development agreement, PID and TIRZ. Mayor Pro Tem Engelbrecht questioned the public improvements in terms of Loop 288 and the frontage roads. He questioned if TxDOT would have to purchase all or part of the property for Loop 288 access road. Vest stated that they only had preliminary discussions regarding that roadway. Just the main lane section could be sold to TxDOT and the frontage roads would be city streets or TxDOT take it all. Mayor Pro Tem Engelbrecht stated that the issue was to put those funds in the PID or TIRZ and was concerned about how that went forward. He didn't want the residents paying for it if TxDOT was going to pay for it. He asked if floodplain reclamation would be part of the development in any way or was that above and beyond. Vest stated that they were going above and beyond by accommodating the entire watershed. Council Member Johnson stated that he would like more expensive homes in Denton and questioned the strategy for demand of housing prices. Vest sated that they would forecast residential and housing trends for housing in this area. Council Member Roden stated that the problem with forecasting was that it could not go very far out. He asked if Cole Ranch South and the Artist phase were overlapped. Vest stated that at some time all three areas would be under development. Council Member Roden asked if there was any value taking chunks in a particular phase of years rather than forecasting so far out. Pacing it out instead of going so far out with an agreement for that. Vest stated that the PID worked through phases with the ability to make adjustments as each individual phase was done. Rosenberg stated that they were forming the PID at this time with no commitments at this time. Every time the developer had a bond issue it would be a separate decision by the Council. The development phase would determine what could be done. The PID statute needed maximum numbers up front. Council Member Hawkins questioned the ramifications if the County did not participate. Vest felt that they could make it work with or without the County. City of Denton City Council Minutes February 3, 2015 Page 6 Mayor Watts stated that he would like to get the oversizing analysis. The consensus of Council was to provide the term sheets in terms of cost to the city, TIRZ reduction in tax revenue, police, fire etc. to service that spot and the terms of cost of city services. Mayor Pro Tem Engelbrecht stated that he would like a work session with staff for their insights into the project. C. CA11 -0004e Receive a report, hold a discussion, and give staff direction regarding the update to the City of Denton's Comprehensive Plan. Ron Menguita, Development Review Committee Administrator, stated that the Work Session discussion would center on the conditions that were proposed to the Plan. The conditions were actions that would be incorporated into the plan. Conditions 41 through 437 were amendments that were being proposed by staff for clarification purposes. They were considered minor and did not conflict with any proposed goal or policy outlined in the draft Plan. Conditions 438 through 446 were based on discussion held during multiple Planning and Zoning Commission workshops and work sessions. These conditions were what the Planning and Zoning Commission would like changed to the draft Plan and what they would like to see accomplished as part of the implementation. He reviewed Conditions 438 -445 with the related action items. Discussion on Condition 446 — Council comments were that it would be good to have the Technical Advisory Committee (staff members) review the Plan with the annual report. Discussion on Condition 447 - make more positive wording for that section instead of focusing on the perception that it was difficult to do business in Denton. A suggestion was made to take that condition out of the plan all together. Consensus of the Council was to strike Condition 447. Discussion on Condition 458 - Bicycle Friendly community - provide more information on what that involved. Mayor Watts suggested an Informal Staff Report on a Bicycle Friendly Community. Council Member Ryan suggested that with Condition 44 to be sure to keep (s) for all of the different Chambers. He noted that Condition 420 had not been vetted by Council and there needed to be a discussion on whether to have a rental inspection program. Mayor Pro Tem Engelbrecht stated that he had mixed feelings about a rental inspection program but knew of some very poor living conditions in some rental homes. He was concerned on how to find a way to monitor those circumstances as he felt there were all kinds of rental units that were not up to code and proper standards. Council Member Ryan stated that he would be in favor of a tenant education system. Mayor Pro Tem Engelbrecht suggested a hot line on where to call when someone encountered substandard housing problems. City of Denton City Council Minutes February 3, 2015 Page 7 Council Member Roden stated that this issue had not been addressed since he was on Council. He felt that there continued to be problems and they continued to be unaddressed. Council Member Gregory suggested that rather than a having that as a goal for the development to change the wording to "explore" the development of such a program. Mayor Watts stated that he referred those kinds of complaints to Community Improvement Services. John Cabrales, Assistant City Manager, stated that the problem was that many of those issues were on the inside of the building. Building Inspections needed to have permission from the tenant or property owner to go inside the building and that was not always granted. Community Improvement Services worked on the outside of properties. Consensus of the Council was to change the wording to "explore ". Mayor Pro Tem Engelbrecht felt that a specific statement regarding parking in the downtown and residential neighborhoods around the universities was needed. Menguita stated that the Downtown parking was addressed in the Master Plan and the DTIP to cover those areas. He would reference it to a section of the parking area. Mayor Pro Tem Engelbrecht questioned private utilities on public utilities system. He felt nothing was moved from the old poles to new poles or underground and there needed to be a statement about private utility infrastructure in conjunction with public utility infrastructure. Council Member Ryan asked about Condition 434 regarding dumpster screens and questioned if that was not already part of the Code. Council Member Gregory stated that the Code was not clear enough regarding screening requirements for dumpster and for recycling. Because it was not clear enough, those types of screens were not getting installed. Council Member Ryan asked about Condition 450 dealing with a green building ordinance which mandated green building. He suggested a change in wording to "strongly encourages" rather than mandates. Council Member Roden questioned if it was related to a City mandate or to non -city projects. Menguita stated that it would apply to both city projects and private development. Mayor Pro Tem Engelbrecht stated that part of that was mandated through the International Building Code and questioned if Council wanted to do something above that. Council Member Gregory stated that the City was continually upgrading the building codes for energy efficiency. He felt it was about green building standards above and beyond what the city would be doing. City of Denton City Council Minutes February 3, 2015 Page 8 Menguita stated that the purpose was to create the green building and then would mandate the requirements for that type of building. After discussion, the consensus of Council was to use the wording "explore the possibility" instead of mandate. D. ID 15 -082 Receive a report, hold a discussion, and give staff direction regarding a City sponsorship in an amount not to exceed $142,000 of in -kind services and resources for the Denton Arts and Jazz Festival to be held in Quakertown Park on April 24 - 26, 2015. Emerson Vorel, Director of Parks and Recreation, stated that staff frequently brought requests for city sponsorship to Council for consideration. Last year the sponsorship to the Arts and Jazzfest went up to $123,000 and when in -kind services were captured the cost was about $140,000. He felt it was important to bring that figure to Council with the increased cost due to improved record keeping tracking the costs and the moving of the main stage which required more maintenance in cleaning after the event. Staff would be coming back to Council on February 17'h for authorization up to $142,000 of in -kind sponsorship. Council Member Roden asked if financial statements from the entities were ever requested when there were expenditures of this size. He felt that when the City looked at giving that much public service there needed to be a sense of what was the real need. Vorel stated that typically was not asked for from the larger events. However, it was in the agreement. Council Member Roden stated that when HOT funds were used he felt there should be some sort of financials. He wanted to make sure there was capacity for new ideas to help those types of functions. He suggested a trigger point of dollar amount to get financial disclosure. Council Member Hawkins felt that was a good idea and that the HOT Committee would want to know what the funding was being used for. Vorel stated that the financial would be included in the sponsorship letter. Mayor Pro Tem Engelbrecht felt that Downtown businesses should participate in a survey on whether there was an increase in their business during a festival. Mayor Watts stated that he was not opposed to these types of questions as it represented good stewardship of City tax money. He stated that he would also like to see the financials such as income and expenses but not in too much detail for all events. Council Member Gregory suggested only top 3 -5 on the list. Council Member Roden felt that this year was ok but as a matter of policy to have that added and as new requests come forward add to the request. Consensus of the Council was to start requesting that information next year. City of Denton City Council Minutes February 3, 2015 Page 9 Following the completion of the Work Session, the City Council convened in a Closed Meeting to consider the specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 15 -072 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition of real property interests in the in the Alexander Hill Survey, Abstract No. 623, City of Denton, Denton County, Texas, generally located in the 1200 block of S. Locust St. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. (DME) [File ID 15 -071] B. ID 15 -103 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential conveyance of certain real property interests located in the Hiram Sisco Survey, Abstract No. 1184, City of Denton, Denton County, Texas, and generally located at 600 East Hickory Street. Consultation with the City's attorneys regarding legal issues associated with the potential conveyance 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. (Denton Transit Center - DCTA Project) [ID 15 -104] C. ID 15 -092 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 Denton, Denton County, Texas, in (1) the 800 block of Bernard Street (Lonestar Townhome Addition, Denton, Denton County, Texas); (2) the 800 block of S. Welch Street (Double J Addition, Denton, Denton County, Texas); (3) the 900 block of S. Avenue B. (Bridges Addition, Denton, Denton County, Texas); and, (4) the 900 block of W. Collins St. (Hillside Addition, Denton, Denton County, Texas). Consultation with the City's attorneys regarding legal issues associated with the leasing of the real property interests 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 City of Denton City Council Minutes February 3, 2015 Page 10 position in any administrative proceeding or potential litigation. [UNT substation -No action item assoc.] D. ID 15 -098 Consultation with Attorneys - 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 an incentive agreement with PACCAR, Inc. This discussion shall include commercial and financial information the City Council has received from PACCAR, Inc. 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 -052 Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086; and Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive a further briefing and presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information relating to issues regarding a proposed term sheet pertaining to a high voltage direct current (HVDC) interconnection that would provide DME the opportunity to acquire additional renewable energy and other electric power products for its energy portfolio. Consultation with the City's attorneys regarding legal issues associated with the proposed term sheet and the implementation of the HVDC interconnection 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. Discuss, deliberate, provide staff with direction and consider a final recommendation regarding the term sheet. F. ID 15 -053 Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. Receive a presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information relating to issues regarding purchased power pricing and other public power information that is contained in that certain "Power Purchase Agreement" by and between DME and the Texas Woman's University. Discuss, deliberate, consider, and take final action regarding an ordinance approving said "Power Purchase Agreement. In accordance with the provisions of §551.086 of the Texas Government Code, after due public notice being given, the City Council, a "Public Power Utility Governing Body" under Senate Bill 7, discussed, deliberated, and considered the Transaction, the subject of this ordinance, in a Closed Meeting of the City Council on the 3rd day of February, 2015, after being advised by its legal counsel, that the consideration of the Transaction which is the subject of this ordinance, is City of Denton City Council Minutes February 3, 2015 Page 11 related to competitive electric matters, including business and commercial information, which if disclosed, would give advantage to its competitors or prospective competitors. The following ordinance was considered: Ordinance No. 2015 -030 An ordinance of the City Council of the City of Denton, Texas providing for, authorizing, and approving the execution by the City Manager of a power purchase agreement by and between the City of Denton, Texas and the Texas Woman's University; approving the execution of such other and further related documents, including, without limitation, certificates, assignments, licenses, directions, instruments, instructions, confirmations and statements by the City Manager or his designee, which are incident or related thereto, as shall be reasonably determined by the City Attorney or her designee; confirming and ratifying that the City of Denton, Texas, its Mayor, its City Council members, its City Manager, and its City Attorney or her designee shall be authorized and empowered to perform such acts and obligations as are reasonably required to consummate this transaction; ratifying all prior actions taken by the City Council in furtherance of the foregoing transaction; and determining that the power purchase agreement and other said documents pertain to a "competitive electric matter" as set forth under the provisions of § §551.086 and 552.133 of the Texas Government Code, as amended; finding and determining that Texas Government Code §252.022(a)(15) applies to said agreement; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; that the sale of energy, and other related arrangements made by the city under the terms of this power purchase agreement are in the public welfare; authorizing the expenditure of funds therefor; providing for retroactive ratification, confirmation and approval thereof; providing for an effective date. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. G. ID 15 -108 Deliberations regarding Real Property - Under Texas Government Code, Section 551.072; Deliberations regarding Consultation with the City Attorney - Under Texas Government Code, Section 551.071; Deliberations regarding Economic Development Negotiations - Under Texas Government Code, Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding economic development incentives for a business prospective in the Cole Ranch Development. This discussion shall include commercial and financial information the City Council may receive from the business owners which the City seeks to have locate, stay, or expand in or near the territory of the City, and with which the City Council is conducting economic development negotiations, including the offer of financial or other incentives. Also deliberate the purchase, exchange, lease, or value of real property where deliberation in an open meeting would have a detrimental effect on the position of the City in negotiations with a third party. Also hold a discussion with the City's attorneys on the referenced topic where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of City of Denton City Council Minutes February 3, 2015 Page 12 the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. H. ID 15 -106 Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.86; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation regarding provisions contained in Denton Municipal Electric Purchase Power Agreements; discuss, deliberate and provide staff with direction. L ID 15 -107 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. J. ID 15 -124 Consultation with Attorneys - Under Texas Government Code §551.071. Consult with the City's Attorneys on the status, strategy, and potential resolution of litigation styled, Bishop v. City of Denton, Texas and Darius M. Porter, Cause No. 4:14 -CV -608, currently pending in the US District Court for the Eastern District of Texas, Sherman Division. 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. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS /PRESENTATIONS A. ID 15 -060 National Wear Red Day Proclamation City of Denton City Council Minutes February 3, 2015 Page 13 Mayor Watts presented the proclamation for National Wear Red Day proclamation. B. ID 15 -112 Susan Frank Day Proclamation Mayor Watts presented the proclamation for Susan Frank Day. 3. CITIZEN REPORTS A. ID 15 -055 Christopher Klabunde regarding visitation policy change for Denton County j ail. Mr. Klabunde was not present at the meeting. 4. CONSENT AGENDA Council Member Hawkins motioned, Mayor Pro Tem Engelbrecht seconded to adopt the Consent Agenda and accompanying ordinances and resolutions. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Approved the minutes listed below. A. ID 15 -026 Consider approval of the minutes of December 1, December 2, December 9, and December 16, 2014. Resolution No. R2015 -002 B. ID 15 -034 Consider approval of a resolution adopting Texas Business Code, Subtitle B, Chapter 322, "The Uniform Electronic Transactions Act" to permit electronic signatures on certain documents entered into by and between the City and other parties as a city policy; a resolution adopting the provisions of Texas Local Government Code, Section 252.0415, establishing a city policy regarding procedures for the receipt of electronic bids and proposals; providing that all bonds and negotiable instruments tendered to the City, or by the City in satisfaction of or as evidence of obligations shall bear original signatures; and providing that the City Council in its sound discretion, may require original signatures on certain other documents in the best interests of the City; providing for the later modification of the policies by the City Manager as deemed necessary; and declaring an effective date. Ordinance No. 2015 -014 C. ID 15 -051 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to make an application with the Texas Department of Housing and Community Affairs (TDHCA) Emergency Solutions Grant (ESG) and take all other actions necessary to obtain and implement the program; and providing for an effective date. City of Denton City Council Minutes February 3, 2015 Page 14 Ordinance No. 2015 -015 D. ID 15 -071 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee, to accept a counteroffer from Richard Woods for the purchase by the City of a 2.112 acre tract of land being generally situated in the Alexander Hill Survey, Abstract No. 623, City of Denton, Denton County, Texas, generally located in the 1200 block of S. Locust St., for the public use of expansion, construction, operation, maintenance, augmentation, and improvement of electric transmission and distribution lines, facilities, structures, And substations for the price of Five Hundred Seventy Five Thousand Dollars and 00 /100 cents ($575,000); authorizing the expenditure of funds; and providing an effective date. Resolution No. R2015 -003 E. ID 15 -079 Consider approval of a resolution creating a special five (5) member Oversight Committee to monitor, evaluate, and report on progress of the six year Capital Improvement Program approved by the voters at the bond election on November 4, 2014, appointing committee members, and providing an effective date. Ordinance No. 2015 -016 F. ID 15 -085 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the Buy Board Cooperative Purchasing Network for the acquisition of one (1) haul truck and one (1) ejecto bed chassis for the City of Denton Street Department; and providing an effective date (File 5736- awarded to Rush Truck Center, Crane in the amount of $250,334). Ordinance No. 2015 -017 G. ID 15 -086 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the National Intergovernmental Purchasing Alliance (National IPA) for the purchase of gasoline and diesel fuels for the City of Denton as awarded by City of Fort Worth Contract# 14 -0121; and providing an effective date (File 5750- Purchase of Gasoline and Diesel Fuels awarded to Martin Eagle Oil Company, Inc. in the three (3) year estimated amount of $12,500,000). Ordinance No. 2015 -018 H. ID 15 -087 Consider adoption of an ordinance authorizing the City Manager to execute an Interlocal Agreement with Denton County under Section 791.001 of the State of Texas Government Code, to authorize Denton County to purchase pavement marking services from the City of Denton at a cost of Thirteen Thousand Eight Hundred Seventy Five and 0 /100 Dollars ($13,875.00); authorizing the expenditure of funds therefor; and declaring an effective date (File 5740 - Interlocal Agreement with Denton County for Pavement Marking Services). Ordinance No. 2015 -019 L ID 15 -088 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a First Amendment to a contract with Jagoe- Public City of Denton City Council Minutes February 3, 2015 Page 15 Company for asphalt and concrete street sections and repair services; providing for the expenditure of funds therefor; and providing an effective date (Bid 4974 - providing for an additional expenditure amount of $1,875,000 with the total contract amount not -to- exceed $9,375,000). Ordinance No. 2015 -020 J. ID 15 -089 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Services Agreement for engineering services in support of developing a Manual for the Control, Operation, and Maintenance of Zebra Mussels within waterways serving the City of Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (File 5643- awarded to ARCADIS -US, Inc. in the not -to- exceed amount of $148,623). The Public Utilities Board recommends approval (5 -0). Ordinance No. 2015 -021 K. ID 15 -090 Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number One to the contract between the City of Denton and Quality Excavation, LTD; providing for the expenditure of funds therefor; and providing an effective date (Bid 5515- Change Order Number One in the amount of $53,004 for a total contract award of $970,528.50). The Public Utilities Board recommends approval (5 -0). Ordinance No. 2015 -022 L. ID 15 -091 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract through the State of Texas Smart Buy Program for the purchase of one (1) Ford F650 chassis with a Knapheide utility body for the City of Denton Water Treatment Department as awarded by the State of Texas Contract 071- 072 -AT 2014; and providing an effective date (File 5722 - awarded to Sam Pack's Five Star Ford in the amount of $112,640.45). The Public Utilities Board recommends approval (5 -0). Ordinance No. 2015 -023 M. ID 15 -104 Consider adoption of an ordinance of the City of Denton, Texas, approving the Real Property conveyance of the Downtown Denton Transit Center from the City to the Denton County Transportation Authority (DCTA) in accordance with the terms of the Interlocal Cooperation Agreement between the City and DCTA (Ordinance No. 2008 -098); and providing an effective date. Ordinance No. 2015 -024 N. ID 15 -105 Consider adoption of an ordinance authorizing the City Manager or his designee to execute a Contract of Sale, by and between the City of Denton, Texas ( "CITY "), as Buyer, and Linda Maria Casias Roth (the "OWNER "), as Seller, to acquire fee simple to a 0.2714 acre tract situated in the Robert Beaumont Survey, Abstract No. 31, located in the City of Denton, Denton County, Texas, and being generally located at 1224 North Bonnie Brae Street; for the purchase price of one hundred thirty seven thousand five hundred dollars and no cents ($137,500.00), and City of Denton City Council Minutes February 3, 2015 Page 16 other consideration, as prescribed in the Contract of Sale (the "AGREEMENT "), as attached hereto and made a part hereof as Exhibit "A "; authorizing the expenditure of funds therefor; and providing an effective date. (Future Hickory to U.S. 380 Transmission Line Upgrade Project). Ordinance No. 2015 -025 O. ID 15 -114 Consider adoption of an ordinance of the City of Denton, Texas, appointing Gregory L. Bertrand as Assistant Judge for the City of Denton Municipal Court of Record; appointing Dennis Engler as Assistant Judge for the City of Denton Municipal Court of Record; appointing Alison J. Grant as Assistant Judge for the City of Denton Municipal Court of Record; appointing Brian S. Holman as Assistant Judge for the City of Denton Municipal Court of Record appointing James Horton as Assistant Judge for the City of Denton Municipal Court of Record; establishing terms of office for municipal judges in accordance with applicable state statutes; providing for renewal and extension of terms absent specific action by Council; authorizing the Mayor to execute a contract for term of office; ratifying terms of contract; and declaring an effective date. 5. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2015 -026 A. CA11 -0004f Consider adoption of an ordinance of the City of Denton, Texas, adopting the update to the City of Denton's Comprehensive Plan; and providing an effective date. (CAI 1-0004) The Planning and Zoning Commission recommends approval of this request with conditions (5 -2). This item was continued from the January 6, 2015 meeting. Ron Menguita, Development Review Coordinator, reviewed the background of the project schedule. He had presented information on the proposed conditions during the City Council Work Session. Condition 447 - consensus was that currently there was language already in the Plan and this condition would have no action. Condition 459 - was added for a Walk Friendly Community Condition. Condition 460 — language was revised to address the Downtown area and was revised under neighborhood /university compatibility area. Condition 461 — was revised to indicate the need to maintain utility infrastructure when necessary. Condition 44 — wording was revised to work with the various Chambers of Commerce and the Convention and Visitors Bureau. Condition 420 — wording was revised to "explore" rental housing and multi - family inspection and inspection programs. City of Denton City Council Minutes February 3, 2015 Page 17 Condition 450 — wording was revised to "explore" green building standards. A comment Card was submitted by Michele Lynn, 1401 Egan, Denton, in favor of the proposal. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. 6. PUBLIC HEARINGS Ordinance No. 2015 -027 A. HL 14 -0011 Hold a public hearing and consider an ordinance of the City of Denton, Texas, designating the property located at 801 West Oak Street, legally known as Lot 8 (PT) of the McKennon Addition, as a historic landmark under Section 35.7.6 of the Denton Development Code; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date. The Planning and Zoning Commission recommends approval 7 -0. (HL14 -0011) Brian Lockley, Director of Planning and Development, presented the details of the request. He indicated that this was a request for a historic landmark designation at 801 W. Oak Street. He presented the location map, site photos, criteria for approval which the proposal met, and notification map. The Historic Landmark Commission and the Planning and Zoning Commission recommended approval. The Mayor opened the public hearing. He noted that a Comment Card had been submitted by John and Donna Morris, 918 W. Oak, Denton, in support of the designation. Greg and Jane Naugher, 801 W Oak, Denton, 76201 — spoke in support. Council Member Roden asked how the application process worked for them. Naugher stated that they had help with the process and help on what needed to be included in the application which was very helpful. He did not have any specific suggestions. Randy Hunt, 722 West Oak, Denton, 76201 - spoke in favor. Michelle Lynn, 1401 Egan, Denton, 76201 - spoke in favor. Lynde Dodd, 612 Pearl, Denton, 76201 — spoke in favor. The Mayor closed the public hearing. Council discussed the placing of the historic marker on the home and who paid for that cost. The homeowner who was seeking the designation paid for the marker. Council Member Johnson suggested that the City purchase the plaque for the buildings. Mayor Watts indicated that could be a part of the motion to approve the ordinance. City of Denton City Council Minutes February 3, 2015 Page 18 Council Member Roden motioned, Council Member Hawkins seconded to adopt the ordinance and to have the City provide the historical marker at the City's expense. On roll call vote, Mayor Pro Tern Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Ordinance No. 2015 -028 B. HL 14 -0014 Hold a public hearing and consider an ordinance of the City of Denton, Texas, designating the property located at 912 West Oak Street, legally known as Lot 1 (E 41'), Block 1, Mounts Addition, as a historic landmark under Section 35.7.6 of the Denton Development Code; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date. The Planning and Zoning Commission recommends approval 7 -0. (HL14 -0014) Brian Lockley, Director of Planning and Development, stated that this was a request for a historic landmark designation for the property at 912 W. Oak. He presented the location map, site photos, criteria for approval which the proposal met, and the notification map. The Historic Landmark Commission and the Planning and Zoning Commission recommended approval. The Mayor opened the public hearing. He noted that a Comment Card in support of the designation had been submitted by John and Donna Morris, 918 W. Oak, Denton. John Wright, 912 W. Oak, Denton — property owner, spoke in support. The Mayor closed the public hearing. Council Member Johnson motioned, Council Member Gregory seconded to adopt the ordinance and to have the City provide the historical marker at the City's expense. On roll call vote, Mayor Pro Tern Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Ordinance No. 2015 -029 C. HL 14 -0015 Hold a public hearing and consider an ordinance of the City of Denton, Texas, designating the property located at 924 West Oak Street, legally known as Lot 2 (E65'), Block 1, Mounts Addition, as a historic landmark under Section 35.7.6 of the Denton Development Code; providing for a penalty in the maximum amount of $2,000.00 for violations thereof, severability and an effective date. The Planning and Zoning Commission recommends approval 7 -0. (H114 -0015) Brian Lockley, Director of Planning and Development, presented details for the request for a historical landmark designation for 924 W. Oak. He presented the location map, site photos, criteria for approval which the proposal met, and notification map. The Historic Landmark Commission and the Planning and Zoning Commission recommended approval. The Mayor opened the public hearing. He noted that a Comment Card in support of the designation had been submitted by John and Donna Morris, 918 W. Oak, Denton. City of Denton City Council Minutes February 3, 2015 Page 19 Mary Anderson, 924 W. Oak, Denton — spoke in favor. Randy Hunt, 722 West Oak, Denton, 76201 - spoke in favor. The Mayor closed the public hearing. Mayor Pro Tem Engelbrecht motioned, Council Member Ryan seconded to adopt the ordinance and to have the City provide the historical marker at the City's expense. On roll call vote, Mayor Pro Tern Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. 7. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Mayor Watts requested a Work Session with the new Bike Coordinator regarding bicycle safety regulations. Mayor Watts requested an Informal Staff Report regarding the conveyance of plats. Mayor Watts requested an Informal Staff Report regarding outside entities that did not moved their lines to new city power poles. B. Possible Continuation of Closed Meeting under Sections 551.071 - 551.086 of the Texas Open Meetings Act. Mayor Watts announced that the Council would be returning to the Closed Meeting at 7:40 p.m. to consider Item I.J. from the Closed Meeting Items. The Council returned to Open Session and with no further business, the meeting was adjourned at 9:15 p.m. City of Denton City Council Minutes February 3, 2015 Page 20 CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES February 10, 2015 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, February 10, 2015 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tern Engelbrecht, Council Member Gregory, Council Member Hawkins, Council Member Johnson, Council Member Roden, Council Member Ryan, and Mayor Watts. ABSENT: None. Work Session Reports A. SI15 -0003 Receive a report; hold a discussion and give staff direction on the development review process and recommended solutions to improve the process, including the implementation of quarterly reports. Brian Lockley, Director of Planning and Development, stated that the presentation was one of a series of presentations regarding development. This presentation would focus on the development process analysis and recommendations. Future meetings would focus on Planning and Development projects and priorities and update on Clarion Recommendations. The final presentation would be on Planning Division workload statistics. Topics for discussion included the DRC process review, findings, solution implementation and quarterly reports. Development Review process - issues were outlined as expressed by the Development Community. Staff performed a comprehensive review of the DRC process and building permit and inspections process. The purpose was to determine workflow efficiencies and inefficiencies, improve operating interfaces and define the critical path needed to facilitate development. DRC Team Review Findings - (1) unfamiliarity by all DRC Team members with the entire approval process, (2) incomplete submittals by applicants, (3) submittals that were not standardized, (4) lack of training, IT support and unfamiliarity with the functions of ProjectDox, and (5) Trak -It was not used to full potential. Building Inspections review findings — (1) incomplete submittals by applicants, (2) submittals were not standardized, (3) manually (emailing) applicant if project upload was complete, (4) inconsistency in re- inspections by Building Inspectors, and (5) unfamiliarity with issuance of Temporary Certificate of Occupancy. DRC Team Review Proposed Solutions — (1) Initiated DRC Team training, (2) initiated ProjectDox and Trak -It training, (3) initialing application submittal completeness check, (4) create standardized submittal templates, and (5) author a Developer Handbook which charted the process as well as Denton's development thresholds. Building Inspections Review Proposed Solutions — (1) implemented Temporary Certificate of Occupancy procedures, (2) initiating application submittal completeness check, (3) create standardized submittal templates, (4) create standard operating procedures for re- inspections, and (5) initiating multidiscipline plans reviewers (cross train commercial and residential examiners) Development Review Process - the purpose of the DRC and the goal of the DRC were reviewed. The reasons the City provided development review and building permit and inspection services City of Denton City Council Minutes February 10, 2015 Page 2 were detailed. The DRC team was composed of primary reviewers, secondary reviewers and stakeholders. Development Processes - DRC managed multiple development processes. Each process consisted of different reviewers from several different departments. The Texas Local Government Code mandated certain requirements such as notices, public hearings and approvals. The processes may run concurrently depending on the nature of the application. The procedures involved in the Pre - Application Conference Flowchart were presented. The Pre - application conference was held 10 days after the complete submittal. The Rezoning Flowchart was reviewed and noted that there was a 60 -90 day completion in this process. Subdivision plats flowchart included a 60 day completion in this process. The Building Permit Flowchart included a 10 -14 day completion process. Council Member Gregory stated that he was expecting to see some kind of correlation that with more plans to review the longer the time frames to be done. He did not see that and in some cases, the ratios were off. Rodney Patterson, Interim Building Official, stated that much of that had to do with the depth of the review that was done. Some cities only do a cursory review. Denton did a very comprehensive in -depth plan review. Lockley stated that this was a first step in a number of amendments which were being done and was by no means a one size fits all procedure. Council discussed how to tell if the plans submitted had changed, the number of commercial plans approved and length to get those plans approved, and the process for commercial plan approval. Council Member Johnson felt that considering electronic uploads for developers made sense. However, tenant finish outs were different and in those cases an electronic system would be difficult. Think about the process in terms of building permits and what the process should be to fit the customers. He questioned how a temporary certificate of occupancy could be used as a tool for a business. Lockley stated that there were situations where a temporary certificate of occupancy could be issued as long as it was not a health, safety or welfare situation. Mayor Pro Tern Engelbrecht asked how long a temporary certificate of occupancy lasted and what happened when it expired. Lockley stated that the temporary certificate of occupancy was for a 30 day period to complete the requirements and do re- inspection. It was likely that at the end of the 30 days, the business would already be opened and an extension would be provided. However, if it went on too long a citation would be issued. Mayor Pro Tem Engelbrecht requested a report on the number of temporary certificates of occupancy, how long it took to complete and the amount of staff time used to get it completed. City of Denton City Council Minutes February 10, 2015 Page 3 Mayor Watts stated that what the City sometimes received was not a high quality submittal. He would encourage staff to find a way to define some line that represented a strong set of submittals. He requested an Informal Staff Report that summarized what the Government Code indicated for time frame and if City didn't have anything, think about instituting some. Council Member Gregory suggested considering an express lane for small projects. Lockley stated that was one of the items looked at when preparing the report. It was still on the table for further consideration. Staff was discussing the types of reviews from cursory to in -depth reviews, when they were done and why. Council Member Hawkins suggested a tenant finish out handbook to help with those types of projects. Council Member Johnson felt it was important to not get mired down in data so that the process does not suit the developer. B. ID 15 -144 Hold a discussion and provide staff direction with regard to possible amendments to the City Council Rules of Procedure. City Manager Campbell stated that Council had redlined versions of the revision of the rules and that this meeting would focus on the number of meetings with more details at the March 3rd meeting. He noted that the section on meeting could be changed to streamline meetings or add additional meetings. The first and third meetings were televised while the 2nd Tuesday meetings were not. A suggestion was to make the first, third and fourth Tuesday meetings regular meetings with all three meeting being televised. Council Member Johnson stated that he would rather meet every Tuesday starting at 3:00 p.m. rather than at 1:00 and have more shorter meetings more times. City Manager Campbell stated that the goal was to make the meetings more productive. The fourth Tuesday meeting could be more specialized meetings such as public hearings. Mayor Watts felt that the meeting were too long when starting at 1:00 and ending at 10:00. He suggested a trial basis for the fourth Tuesday meeting and not amend the ordinance at this time. See if the 4th Tuesday helped with the times and televise all the meetings. Council Member Ryan suggested meeting every Tuesday. The fourth Tuesday could be similar to a 2nd Tuesday work session. Business could be done on the first and fourth Tuesdays with the fourth Tuesday becoming a regular meeting if one of the others was canceled. Council Member Hawkins stated that there would be no personal time to take time off if every Tuesday was a meeting. Council Member Gregory agreed that the meetings should not go past 10:00 p.m. if started at 1:00 p.m. in the afternoon. A fourth Tuesday meeting would time away from work for those who were still working and noted that he tried to schedule outings on 4th Tuesday. He City of Denton City Council Minutes February 10, 2015 Page 4 suggested a cutoff time for meetings and would be in favor if items then had to go to fourth meeting. Council Member Roden stated that there was a benefit to have off weeks and also saw all the staff that had to attend meetings at all of these weeks. He felt the meetings needed to be more efficient rather than adding meetings. City Manager Campbell suggested adding the fourth Tuesday meeting for next 90 days and treat them as special meetings to see how it would work and then Council could decide if it wanted to change the ordinance. He stated that staff would include the power points in the backup so Council had the information before the meeting. He suggested Council let staff know before the meetings about questions on current agenda items. Council Member Hawkins stated that he send emails about questions on the Consent Agenda but that sometimes he wanted to say his comments in public. City Manager Campbell stated that if staff had the questions beforehand, the right person to answer them would be at the meeting. Council Member Ryan suggested that Council listen to a whole staff presentation before asking questions. Mayor Watts suggested that if the meeting were in the Work Session Room it should be televised or at least recorded. City Manager Campbell stated that everything in the Work Session Room would be televised. Council Member Gregory stated that the bulk of the work was done in work sessions and it showed the public how much of the discussion happened in the work sessions if they were televised. Consensus of the Council was to start with the March meetings to have the fourth Tuesdays for work session/closed meetings. The start time could be flexible but not start earlier than 2:00 p.m. C. 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 City of Denton City Council Minutes February 10, 2015 Page 5 imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Hawkins requested a staff report on towing. Council Member Johnson stated that Council had received an Informal Staff Report on tree landscaping requirements. It was his desire to not slow down the process to plant trees this year. Council Member Ryan requested a work session on the decision and policy making process used when to making street repairs for street reconstruction and how the list was made based on the OCI. Council Member Roden requested a work session on the taxi ordinance. Council Member Roden stated that the emergency shelter no longer had a home and questioned what the City could do to help. Council Member Johnson asked about the type and size for the trees for the Hickory Street Grand Project and if they were not going to be 15 -20 feet tall take the money out of the tree fund to put in that size. Mayor Watts also requested a work session on the towing issue and what other cities doing. Mayor Watts asked about the public art master plan and a time frame for executing a contract. Council Member Ryan suggested posting the Informal Staff Report on line for citizens to read. Following the completion of the 2nd Tuesday Session, the City Council convened in a Closed Meeting at 5:00 p.m. to consider the specific items listed below under the Closed Meeting section of this agenda. Closed Meeting A. ID 15 -145 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 City of Denton City Council Minutes February 10, 2015 Page 6 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. The Council reconvened in Open Session and with no further business adjourned at 6:00 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES February 17, 2015 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, February 17, 2015 at 1:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tern Engelbrecht, Council Member Gregory, Council Member Hawkins, Council Member Johnson, Council Member Roden, Council Member Ryan, and Mayor Watts. ABSENT: None. 1. Citizen Comments on Consent Agenda Items There were no citizen comments for Consent Agenda Items. 2. Requests for clarification of agenda items listed on the agenda for February 17, 2015. Council Member Johnson asked about Consent Agenda Item N dealing with the rental of heavy equipment and questioned if a cost benefit analysis had been done. Chuck Springer, Director of Finance, stated that this was a purchase of large equipment for the Street Department and that a cost analysis had been done. That evaluation had been done during the budget discussions. Council Member Ryan asked about the standard paragraph on the agenda dealing with the Closed Session and the posting of items. City Attorney Burgess stated that the Council could go into Closed Session for a legal briefing on any item on agenda. Other items such as economic development or utility competitive items had to be specifically posted. Council Member Ryan asked about an item that might be posted in Closed Session that was not proper to be in Closed Session and whether it could be discussed in the open session. City Attorney Burgess stated that such an item could be discussed in open session if properly posted. Items on the Closed Session were closely monitored to be sure they were proper for closed session. Mayor Watts asked about the posting for the convention center and why it could not be done in open session. City Attorney Burgess stated that this posting was for an economic development matter and attorney briefing. Attorney briefings contained specific confidential information to present only in closed session. Economic development could be done in open if desired. 3. Work Session Reports A. ID 15 -141 Receive a report, hold a discussion and give staff direction regarding Fire and Emergency Medical Services for the Robson Ranch subdivision of Denton. City of Denton City Council Minutes February 17, 2015 Page 2 Robin Paulsgrove, Fire Chief, stated that the objective for the item was to develop a strategy that addressed fire protection and the associated impact on insurance rates, along with EMS response — a service of increasing concern to the Robson Ranch Community. There had been a long standing dialog on how to provide adequate services to Robson Ranch. The interest and issue was to make improvements to one area that were cost effective to satisfy the response system as a whole. Since October staff had worked on interest based discussions and creative ways to solve the problem with the Robson Ranch community. The Robson Ranch community developed a group to help analyze the response data. Major concerns from the community were response time for first fire unit, response time for a medic unit and insurance rating. He reviewed the current service in terms of station locations and response time. Staff was looking at alternatives and options to address the equity of response times in terms of insurance ratings. Denton had an Automatic Aid agreement with the Argyle Emergency Service District (ESD) and shared an effective partnership in the southwestern region of Denton County. Argyle had a projected fire station in the area but was not anticipated to be built at any time in the near future. Staff held discussions with Argyle ESD concerning a financial participation from the City of Denton that would permit an expedited construction date that could benefit both the ESD and the City of Denton. The potential partnership with Argyle included (1) providing first response through a contract for cost participation with the Argyle ESD, (2) creating a formula in which the city's contribution diminished over time, (3) providing an exit clause to respond to changing needs and opportunities and (4) utilizing the Argyle station location in a future petition for an ISO rating revision. A proposed service timeline which demonstrated the timeline that would be involved in the steps from deed and title of the proposed station site conveyed to the opening and staffing of the station was reviewed. Staffs recommendation was to (1) enter into an agreement with the Argyle EDS in 2015, (2) propose an additional city of Denton Medic Unit at Station 7 in the 2015 -2016 budget, (3) initiate a multi -year plan in the Denton Fire Department to prepare for an ISO petition of revision in 2019, (4) reinvigorate strategic relationships with County mutual and automatic aid partners, and (5) participate in the City's Cole Ranch and Hills of Denton development process. Council Member Hawkins asked if the Robson Ranch residents paid higher insurance rates as their rating was a 10. Paulsgrove stated yes as the formula was based on the rating system for the insurance rates. There was a 45% difference between a 3 and 10 rating. Not all insurance companies used the ISO rating for rates. Council Member Hawkins asked for data on what might happen in the additional response time from the core city to Robson Ranch. Council Member Gregory asked about how a response would work with Argyle if someone at Robson Ranch called 911 and if there would be a delay to get dispatched from Argyle. City of Denton City Council Minutes February 17, 2015 Page 3 Paulsgrove stated that Denton would make contact with Denton County and Denton County would dispatch Argyle to Robson Ranch. This would be a long term goal to work on in the mutual aid agreements to meet future needs and solve those types of issues. Council Member Gregory stated that he was in favor with moving forward and would like more information concerning the cost, when the City would start paying with the Argyle station and how that payment would be structured, and the cost impact for the additional medic unit at Station 7. Council Member Roden felt this was a creative approach and questioned if there was a spot carved out by the development for a future station. Mayor Watts stated that he had met with corporate officials 6 -12 months ago and they offered a residential lot for a medic unit off Robson Ranch Road. Council Member Roden stated that he also had questions regarding the cost participation in terms of the financial implications for a City site. Paulsgrove stated that staff would be bringing back significant detail in the next meeting if Council directed them to move forward. He felt this would be a good investment in the grid system. Mayor Pro Tem Engelbrecht felt that additional EMS units were important due to the number of calls. Council Member Ryan asked more details concerning the terms of the mutual aid agreement with Argyle and the number of calls there and calls from them to Denton. Consensus of the Council was to proceed with the proposal with a detailed cost analysis in terms of both expenditures and revenues. B. ID 15 -155 Receive a report, hold a discussion and give staff direction regarding a possible Tax Abatement Agreement with Peterbilt Motors Company. Aimee Bissett, Director of Economic Development, stated that Council had previously been updated on the proposal tax abatement agreement. The Economic Development Partnership Board had made a recommendation for a 70% tax abatement for 8 years. Jim Fykes, Peterbilt, reviewed the details of the tax abatement proposal. Peterbilt was currently putting out 162 trucks per day. They were proposing a $23.1 million enhancement to the facility. He reviewed the number of employees in the Peterbilt facilities and the accessory businesses associated with Peterbilt. The plant expansion would involve three phases with the time line for the expansion provided. The three phases included painted parts storage, east dock addition, and west material expansion. Council Member Roden asked if Fykes had suggestions for other areas for agreements such as Airport Road improvements. City of Denton City Council Minutes February 17, 2015 Page 4 Fykes suggested infrastructure to widen the road, finish Western Blvd, and traffic lights at 380. There was also a need for site ready parcels of land so developers were ready to go. Council Member Johnson suggested Council think about a subcommittee to work on site ready locations for future developments and three Council Members who might like to serve on that subcommittee. He indicated that he would be interested in serving maybe along with Aimee. Consensus of the Council was to proceed with the staff recommendation for the tax abatement agreement. C. SI15 -0006 Receive a report, hold a discussion and give staff direction on an amendment to reorganize the Denton Development Code. Bryan Lockley, Director of Planning and Development, stated that staff was proposing to reorganize the Denton Development Code (DDC) to create a more user friendly code, streamline development review procedures and establish tailored standards for Infill and Redevelopment Projects. As such, common review criteria would be established and the code would be reformatted to include more illustrations, summary tables and other graphics. Feedback revisited — Feedback from interviewees concerning their frustrations with the DDC were that (1) it was difficult to navigate for the development community and public, (2) applicants had to refer to several different sections of the DDC to successfully determine what information and what approvals were required, and (3) the referring to different sections led to confusion for applicants to know if all application requirements were met. Denton Development Code reorganization — suggested revisions would be to (1) begin each subchapter with a well defined purpose and include a general description of the regulations, (2) group related materials together in freestanding chapters for administration, districts, uses and development standards, (3) move all definitions to a single subchapter at the end of the DDC and review similar definitions to eliminate conflicts, and (4) create new definitions for terms that were undefined. Recommendations — recommended changes included (1) combining the review procedure in a tabular format, define the review process and approval authority; (2) move approvals to earlier chapters and combine them; (3) move zoning and more common land use items to the front of the Code from Subchapter 5 to Subchapter 3; (4) combine and move more common site design standards to earlier Subchapters 5, 6, 7 from the current locations in Subchapters 13, 14, and 21. Approval Criteria - under the proposed revisions, the new organization provided tailored approval criteria for each application type. The tailored requirements that might be included with specific use permits were also reviewed. Staff recommended having Clarion and Associates move forward with the recommendations to reorganize the DDC as presented. The process would include proposed amendments and would be presented to the development community and to the Planning and Zoning Commission for consideration and to Council for adoption. City of Denton City Council Minutes February 17, 2015 Page 5 Council Member Gregory stated that he liked the idea of designing the Code for the first time user. He asked if there would be special guidelines for developing in the ETJ to assist developers through that process. Lockley stated that only subdivision regulations for the platting of property dealt with the ETJ. A handbook would be created to deal with just the ETJ situations. Council Member Johnson felt that the parking variances should be looked at in terms of staff approving that item instead of it coming to Council. Mayor Watts stated that with ProjectDox and Trakit all correspondence with a developer would be in one location. Council Member Hawkins requested a presentation on how to use ProjectDox. D. ID 15 -138 Receive a report, hold a discussion, and give staff direction regarding Smoking Ordinance No. 2012 -367. Lindsay Baker, IGR/PIO stated that her presentation would include an overview on possible amendments on where smoking would be prohibited, where smoking would be permitted, amendments, public feedback and Council direction. Where smoking would be prohibited- all bars, bingo parlors, e -cigs would be prohibited in all non - smoking locations, within 30 feet of parks and recreation facilities, within 30 feet of public entrances (except in the Downtown area). Where smoking would be permitted - no additional locations were proposed. Smoking would still be allowed in private residences, personal vehicles, private clubs and fraternal organizations, open -aired outdoor patio of a restaurant or bar, and tobacco shops, tobacco bars and cigar bars. Other amendments and discussion — a question to consider was to update the definition of cigar bars, per the American Heart Association guidelines which would be based on percentage of sales for on -site consumption which had 60% alcohol and 30% cigars. There were also scientific studies on patio smoking impacts to consider. Public Feedback — A survey on Engage Denton posed the following questions: (1) ban smoking within a designated distance — feedback was yes, (2) ban e -cigs — feedback was no, (3) ban smoking in all bars — feedback was no. There was also a town hall meeting on February 16th for a public forum. Comments were received from various owners of establishments in the city which included (1) consider revising the open -aired patio definition, (2) concern related to banning smoking in bars, (3) concern regarding the inclusion of e -cigs, (4) extend the ban to Uber or other transportation services, (5) concern about bingo facilities already in the process of complying with current regulations, and (6) if Downtown was exempt, include Fry Street. Council Direction — the proposed ordinance could be scheduled for consideration on the March 3rd agenda either as an individual item or on the Consent Agenda or take no action. City of Denton City Council Minutes February 17, 2015 Page 6 Council Member Hawkins asked why this was coming back to Council to consider again. Baker stated that Council suggested in 2012 to review the ordinance in the future to make sure that it was meeting the needs of the community Council Member Hawkins felt that the proposed ordinance was very close to overregulation. In a free market system, a business owner should be able to allow smoking and a consumer should be able to go there to smoke. Minors should not be able to buy e -cigs but he did not want any changes in the current ordinance. He did not want to take a right away from people to go where they would like to go Council Member Roden stated that more indoor work environments did not allow smoking in businesses. He had some questions regarding definitions. A tobacco bar had two criteria; one was to have an alcohol license and one was a tax registration. A hooka bar did not necessarily need an alcohol license. He asked about percentages for bars, tobacco bar, etc. Baker stated that the difficulty was the auditing of those percentages and how to monitor those figures. She felt a broader definition was needed rather than percentages. Council Member Roden suggested developing a type of permit to meet the definition of a tobacco bar, etc. He was concerned about setting a percentage that might drive cigar bars, etc. to market their smoking materials more. Council Member Johnson felt that it was not right to change the regulations if a bingo location was spending money to renovate their facility for smoking /non - smoking and that the regulations should not apply to bingo locations. He suggested a hybrid model and understood both sides. If a bar had to declare smoking or non- smoking, it would be the same all the time and if the facility was smoking, no one under 21 would be allowed. Mayor Watts stated that he did not have an issue with a bingo location exception as it was separating the space between smoking and non - smoking. He understood about choice and markets but it was the policy interest he was trying to protect in this case. He was ok with the proposed ordinance but not exceptions for patio areas. Council Member Roden stated that in terms of a patio area, if the concept was the health impact with enclosed areas and if the area was outside, he questioned what was mitigated. He felt that banning smoking from patios just to solve a few locations was very broad. He was not in favor of eliminating smoking from patios. Mayor Watts asked about sidewalks along patio areas. Council Member Gregory stated that these revisions were being considered because of safety for workers to work in a safe environment. He was not opposed to smoking on patios and cautioned to not go too far just to eliminate a personal annoyance. He questioned if park facilities were totally non - smoking. Baker stated that there were separate provisions prohibiting smoking x number of feet from a playground area and active league activities. City of Denton City Council Minutes February 17, 2015 Page 7 Council Member Gregory stated that he was not opposed to the bingo exception but would be in favor to craft the ordinance to not allow future bingo locations to have smoking. Council Member Ryan stated that he was in favor of no one under 18 purchasing Ecigs. Currently most bars were non - smoking but there was a need to have a location for smokers to go to. There was a natural attrition to eliminate smoking bars. He would agree to set whether an establishment was smoking or non - smoking. The only changes he would favor in the ordinance would be to the provision for Ecigs and set a location as smoking or not smoking. Council Member Johnson stated that he too was in favor of not allowing anyone under 18 to purchase Ecigs. He saw converging issues and unintended consequences in protecting the workers as many of them already smoked and now would go outside to smoke. However, the unintended consequence would be worse than having smoking in bars. He was in favor of no smoking on patios and no smoking within 30 feet of a non - smoking establishment. If someone wanted to smoke and drink they could go to one of those establishments that allowed it. Mayor Watts felt this was a broader approach. He felt that people chose where they wanted to go and did not base it on work place safety. It would be difficult for him to reverse the ordinance to allow smoking in bars but not on patios and public entrances. Council Member Hawkins felt that if a restaurant wanted to allow smoking, it should have that right. He felt that was taking away rights of people. Council Member Ryan stated that this was about freedom of choice both for employees of those establishments and people going to those establishments. Council continued their discussion of the proposed provisions to the ordinance and their preferences in terms of bingo establishments, the protection of workers, an establishment being able to switch between a smoking /non - smoking establishment, and consideration of musicians and people coming in for events at smoking locations. They also discussed the distance requirements from certain locations such as the libraries, Senior Center and the Downtown area. Consensus of the Council was to post this item as a public hearing. Staff would draft the proposed revisions based on Council discussion for Ecigs not being sold to minors, distance requirements in parks and other buildings, and to ban Ecigs similar to cigarettes. E. SI15 -0004 Receive a report, hold a discussion and give staff direction regarding an ordinance to adopt the 2012 International Building Code (IBC), the 2012 International Residential Code (IRC), the 2012 International Plumbing Code (IPC), the 2012 International Mechanical Code (IMC), and the 2012 International Fuel Gas Code (IFGC) as amended by the City. Rodney Patterson, Interim Building Official, stated that the International Codes were published every three years. The current 2009 building codes, as amended, were adopted on September 11, 2012. The City was behind in approving the updated codes due to the Council of Government's review which was a 12 -15 month process for them to recommend amendments. He reviewed the Code adoption time line. City of Denton City Council Minutes February 17, 2015 Page 8 The proposed amendments had been posted on website. COG amendments to the International Building Code included provisions for (1) assisted living facilities, (2) children's play structures, (3) incidental uses, (4) multiple use fire assemblies, and (5) automatic sprinklers. Fire Protection Systems refer to the 2012 International Fire Code as amended by the City of Denton, Chapter 9 and was taken out of the Building Code and put in the Fire Code except for Section 909 and 910. He noted that the Building Code would include requirements for floor exits and window sills. Mayor Watts stated that he would like to know the cost of the window amendments. He was not in favor of the amendment if the frame was not changing. If the same size window was being replaced, he questioned why there needed to be new regulations. People would not change out their windows in that case. Patterson stated staff would research those costs. He stated that another amendment would require all dwelling units provide mechanical ventilation due to the required air tightness in the International Energy Code and Residential Code. Mayor Watts stated that did not make sense. The regulation was to have tight homes and now homeowner's would have to incur additional costs to ventilate the air they were trying to keep out. Council Member Johnson stated that everything done to a house to meet these requirements had an impact on the price of the house. He felt if it was a health and safety issue, then proceed. He suggested getting feedback from builders on the impact to their business. Mayor Watts felt that as more requirements were added there was no mitigating on the other end. Following the completion of the Work Session, the City Council convened in a Closed Meeting at 4:02 p.m. to consider specific items listed below under the Closed Meeting section of this agenda. 1. Closed Meeting: A. ID 15 -093 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 the R. H. Hopkins Survey, Abstract No. 1694, City of Denton, Denton County, Texas, and generally located along the 1800 block of Colorado Boulevard and the 1500 block of Angelina Bend Drive. 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] & [File ID 15 -094 Richland Plantation Partners Inc.]) City of Denton City Council Minutes February 17, 2015 Page 9 B. ID 15 -154 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 issues on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. Also hold a discussion regarding granting economic development incentives to Peterbilt Motors Company with respect to expansion of a manufacturing facility. This discussion shall include commercial and financial information the City Council has received from Peterbilt Motors Company which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentives. [File ID 15 -115] C. ID 15 -0 10 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 Consult with and provide direction to City's attorneys regarding legal issues associated with the use of hotel/motel occupancy tax funds for Convention Center projects, 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. Also hold a discussion regarding granting economic development incentives for Convention Center projects which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the City Council is conducting economic development negotiations; including the offer of financial or other incentives. D. ID 15 -068 Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086; and Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from Denton Municipal Electric ( "DME ") staff regarding certain public power competitive, financial and commercial information relating to issues regarding support, implementation and operation of its Energy Risk Management Policy that deals with bidding and pricing information for purchased power, generation and fuel, and Electric Reliability Council of Texas (ERCOT) bids, prices, offers and related services and strategies. Consultation with the City's attorneys regarding legal issues associated with the Energy Risk Management Policy where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any potential litigation. Discuss, deliberate, and provide staff with direction. E. ID 15 -143 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 of Denton City Council Minutes February 17, 2015 Page 10 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. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS /PRESENTATIONS A. ID 15 -111 World Rotary Day Mayor Watts presented the proclamation for World Rotary Day. B. ID 15 -118 Beulah Harriss Day Mayor Watts presented the proclamation for Beulah Harriss Day. 3. CITIZEN REPORTS A. ID 15 -127 Gerald DeMarsh regarding no trespassing at the Senior Center. Mr. DeMarsh stated that he hit an individual at the Senior Center because the individual was agitating a war veteran at the Center. He asked Council to lift the no trespassing ban against him at the Center. City of Denton City Council Minutes February 17, 2015 Page 11 4. CONSENT AGENDA Council Member Ryan motioned, Council Member Hawkins seconded to adopt the Consent Agenda and accompanying ordinances and resolutions. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Ordinance No. 2015 -031 A. ID 15 -083 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $142,000 of in -kind services and resources for the Denton Arts and Jazz Festival to be held in Quakertown Park on April 24 - 26, 2015; and providing an effective date. Ordinance No. 2015 -032 B. ID 15 -094 Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a Contract of Sale (herein so called), as attached thereto and made a part thereof as Exhibit "A ", by and between Richland Plantation Partners, Inc., a Delaware corporation as Owner (herein so called), and the City of Denton, Texas, a Home Ruled Municipal Corporation, as Buyer, regarding the sale and purchase of fee simple to two tracts identified as a 1.1 acre tract, more or less, known as "Greenbelt" in Block B, subdivision plat of Township II, Phase 2, recorded in Volume 11, Page 14, Plat Records Denton County, Texas, located generally along the south side of the formerly contemplated extension of San Gabriel Drive, in the City of Denton, Denton County, Texas and a .17 acre tract, more or less, situated in the R. H. Hopkins Survey, Abstract No. 1694, located in the City of Denton, Denton County, Texas, generally located adjacent to 1900 Spencer Rd., City of Denton, Denton County, Texas as more particularly described in the Contract of Sale, (the "Property Interests "), for the purchase price of Twenty One Thousand Eight Hundred Fifty One Dollars and No Cents ($21,851.00), and other consideration, as prescribed in the Contract of Sale; authorizing the expenditure of funds therefor; and providing an effective date. (Township II Park Property Acquisition project: Greenbelt South- Tract 3 [Richland Plantation Partners, Inc.]) Ordinance No. 2015 -033 C. ID 15 -100 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $11,500 of in -kind services and resources for the Denton Cinco de Mayo Festival to be held in Quakertown Park on May 2, 2015; and providing an effective date. Ordinance No. 2015 -034 D. ID 15 -101 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $18,000 of in -kind services and resources for the Denton Juneteenth Celebration to be held in Fred Moore Park on June 19 -20, 2015; and providing an effective date. City of Denton City Council Minutes February 17, 2015 Page 12 Ordinance No. 2015 -035 E. ID 15 -102 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $15,500 of in -kind services and resources for the Denton Air Show to be held at the Denton Enterprise Airport on June 20, 2015; and providing an effective date. Approved the noise exception request below. F. ID 15 -117 Consider a request for an exception to the Noise Ordinance for the purpose of the 35 Denton Music Festival. Live music will be played in the Williams Trade Square, located on the 200 block of E. Hickory St., Dan's Silverleaf patio, located at 103 Industrial St., and Harvest House patio, located at 331 E. Hickory St., on Saturday, March 14, and Sunday, March 15, from 12:00 noon to 12:00 midnight. 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 midnight. Staff recommends approval. Ordinance No. 2015 -036 G. ID 15 -119 Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the City Manager to execute an Interlocal Cooperation Agreement between the City of Denton and Denton County for Ambulance Services and declaring an effective date. Ordinance No. 2015 -037 H. ID 15 -121 Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the City Manager to execute an Interlocal Cooperation Agreement between the City of Denton and Denton County for Fire Protection Services; and declaring an effective date. Ordinance No. 2015 -038 L ID 15 -125 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $17,500 of in -kind services for the Denton Blues Festival to be held at the Quakertown Park on September 19 -20, 2015; and providing an effective date. Ordinance No. 2015 -039 J. ID 15 -126 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $4,900 of in -kind services and resources for Komen North Texas Denton Race for the Cure to be held at C.H. Collins Athletic Complex on Long Road on Saturday, September 26, 2015; and providing an effective date. Ordinance No. 2015 -040 K. ID 15 -130 Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for engineering services associated with the City of Denton 2015 and 2016 Fiscal Year Wastewater Collection System Rehabilitation projects; providing for the expenditure of funds therefor; and providing an effective date (File 5756- awarded to Teague Nall and Perkins, Inc. in City of Denton City Council Minutes February 17, 2015 Page 13 an amount not -to- exceed $286,730). The Public Utilities Board recommends approval (5 -0). Ordinance No. 2015 -041 L. ID 15 -131 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, authorizing the City Manager to execute a Professional Services Agreement for Design and Engineering Services relating to the Mingo Road Widening and Improvements at Cooper Creek project; providing for the expenditure of funds therefor; and providing an effective date (File 5758- awarded to Graham Associates, Inc. in an amount not -to- exceed $315,386.00). Ordinance No. 2015 -042 M. ID 15 -132 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for landscape maintenance for select City of Denton roadway rights -of -way; and providing an effective date (RFP 5713- awarded to VMC Landscape Services in the three (3) year not -to- exceed amount of $375,000). Ordinance No. 2015 -043 N. ID 15 -133 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the Rental of Heavy Equipment for various City of Denton departments; providing for the expenditure of funds therefor; and providing an effective date (RFP 5639- Rental of Heavy Equipment awarded to the lowest responsible bidder meeting specification for each item, in the annual estimated amount of $1,250,000 for a three (3) year not -to- exceed amount of $3,750,000). Ordinance No. 2015 -044 O. ID 15 -137 Consider adoption of an ordinance ordering an election to be held in the City of Denton, Texas, on May 9, 2015, and if a runoff election is required, on June 13, 2015, for the purpose of electing Council Members to Districts 1, 2, 3, and 4 of the City Council of the City of Denton, Texas; prescribing the time and manner of the conduct of the election to be in accordance with an agreement with the Election Administrator of Denton County; providing a severability clause; providing an open meetings clause; and providing an effective date. Approved the minutes listed below. P. ID 15 -150 Consider approval of the minutes of January 5, 2015, January 6, 2015, and January 13, 2015. Ordinance No. 2015 -045 Q. ID 15 -157 Consider adoption of an ordinance of the City Council of Denton, Texas authorizing the City Manager to execute "Project Utility Adjustment Agreements (Owner Managed)" for TXDOT - CDA- U- 35 -OM -IH 35E; and "Utility Adjustment Agreement Amendments (Owner Managed)" form TXDOT CDA- U- 35A -OM -IH 35E; facilitating and authorizing electric utility relocations for the Interstate Highway 35 project, in substantial conformity with the attached two numbered Texas Department of Transportation agreements; with the developer, AGL City of Denton City Council Minutes February 17, 2015 Page 14 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. 5. PUBLIC HEARINGS Ordinance No. 2015 -046 A. ADP 14 -0009 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an Alternative Environmentally Sensitive Area Plan to allow for residential development within an existing Environmentally Sensitive Area (ESA). The approximately 12.68 -acre ESA is located within a proposed 98 -acre single - family residential development (Beaver Creek), on the northwest corner of North Loop 288 and Stuart Road within a Neighborhood Residential 4 (NR -4) zoning district; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, a severability clause, and an effective date. (ADP 14- 0009). The Planning and Zoning Commission recommends approval (7 -0). Bryan Lockley, Director of Planning and Development, stated that this ordinance would approve an alternative Environmentally Sensitive Area (ESA) to allow for residential development within an existing (ESA). He presented information on the location map, zoning map, future land use map, and notification map. Debra Viera, Environmental Compliance Officer, stated that the undeveloped property contained riparian buffers and water - related habitats throughout the area. In order to achieve the high quality development required by the Denton Development Code, the applicant proposed mitigation measures to incorporate the existing water habitat features into the design of the residential development. These included expanding protected ESA along the stream bank, cleaning up trash and debris accumulated in low lying areas, re- vegetating ESA and adjacent areas with native plants, providing an earthen nature walking trail with interpretative signage along the stream channel, and utilizing bio- engineering controls for channel stabilization. The preserved ESA and associated amenities would be maintained by the homeowner's association. Lockley stated that the Planning and Zoning Commission as well as staff recommended approval subject to conditions. Those conditions included (1) prior to platting approval, deed restrict the expanded ESA (approximately 4.99 acres) along the stream bank with the deed restrictions including a perpetual maintenance provision for any open space by the homeowner's association, (2) remove all trash and debris accumulated in low lying areas of the site as needed, (3) prior to the issuance of building permits for any structure, re- vegetate the ESA and adjacent areas with native plants, (4) prior to the issuance of building permits for any structure, provide an earthen nature walking trail with interpretative signage along the stream channel, and (5) prior to the issuance of building permits for any structure, utilize bio- engineering controls for channel stabilization, which could include live stakings /plantings, coir logs and fiber rolls, revetments, fascines, riprap with vegetation, or gabions with vegetation City of Denton City Council Minutes February 17, 2015 Page 15 Council Member Roden stated that there were other scenarios whereby a Homeowner's Association (HOA) was required to maintain something and then the HOA went defunct and did not maintain the area. He questioned if there was a way to fix that situation if it happened in this case. City Attorney Burgess stated that conditions could be attached to the zoning of the property so that violations would be of the zoning ordinance and could be cited for health and safety provisions. Council Member Roden questioned if the HOA ceased to exist, who would maintain the property and if there was a way to fix that to tie it to a collection of homeowner's even if HOA went away. City Attorney Burgess stated that the zoning ordinance attached to the use of the land so conditions were attached to the use of the land and not necessarily attached to the HOA. Mayor Watts restated that Council Member Roden's concern was that if the HOA, for some reason, went away, who would be accountable and apply the conditions of the ordinance. He questioned if those provisions could be built in the front end to be responsible if the HOA went away. City Attorney Burgess stated that staff had not considered that when crafting the ordinance. Lockley stated that one of the provisions included that the deed restrictions would tie to the lots directly affected by the ESA in the event the HOA was disbanded. The provisions would then belong to those properties that abutted the ESA itself. Council Member Hawkins asked about Condition 45. Viera stated that condition was trying to add engineering controls to slow down the velocity of the channel and avoid erosion. A more in -depth drainage analysis would be done at the platting stage and the engineers would provide the bioengineering controls. The Mayor opened the public hearing. Chris Belvins, representing the applicant, spoke in favor. Mayor Pro Tem Engelbrecht stated that this would be an amenity for entire subdivision and questioned whose idea it was to tie the deed restriction to the properties backing into the buffer. Belvins stated it was a discussion with the Development Review Committee staff. Mayor Pro Tem Engelbrecht questioned if it would be better to deed restrict the entire subdivision rather than just a few lots. Belvins stated that it was his understanding that the area would be owned at some point by the HOA and should the HOA cease to exist, the property would have to go to someone but he did not know who. City of Denton City Council Minutes February 17, 2015 Page 16 Mayor Pro Tem Engelbrecht questioned if the plan was to transfer the deed to the HOA. Belvins stated that would be done during platting. Council Member Gregory questioned who would own the property when platting was first started. Belvins stated that the developer would own the property when it was first platted. Council Member Gregory stated that he was concerned about the ownership of the property as he did not want the City in the future to have to buy the property in order to take care of it. Ken Davis, project engineer, stated that if the HOA ceased to exist, the owner would be agreeable for a safety net if that happened. They wanted to keep that property maintained so they would be open to ideas to such as deed restrictions to the entire development, etc. The Mayor closed the public hearing. Council Member Johnson stated that this development was working on making this a quality development with walking trails. Council Member Johnson motioned, Council Member Hawkins seconded to approve with the conditions as noted. Council Member Gregory stated that he had been going to motion to postpone the item in order to get answers for what to do with property if the HOA went away. City Attorney Burgess stated that depending on what was in the deed, there might be an opportunity if the HOA went away to pursue individual homeowner's and have them comply with the provisions of the ordinance. Council Member Gregory asked about getting an answer to the situation so that Council could vote on the proposal. Mayor Pro Tem Engelbrecht stated that he needed more information before he could vote on the proposal. Council Member Johnson suggested adding wording that questions related to ESA must be satisfied as part of the final plat. Council discussed wording for an amendment in the event that the HOA would cease to exist and how the area would be maintained in that situation. Council Member Gregory suggested a friendly amendment that a note be added to the plats for the property indicating ownership and maintenance of the ESA in the event that the homeowner's association was dissolved or otherwise unable to maintain it. Council Members Johnson and Hawkins did not object to that friendly amendment. City of Denton City Council Minutes February 17, 2015 Page 17 Council Member Roden suggested a friendly amendment that the earthen path be designed as a pervious surface, not simply earth and not concrete. Council Members Johnson and Hawkins did not object to that friendly amendment. On roll call vote to adopt the ordinance with the noted conditions, Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye" and Mayor Pro Tem Engelbrecht "nay ". Motion carried with a 6 -1 vote. Ordinance No. 2015 -047 B. ID 15 -135 Hold a public hearing and consider adoption of an ordinance granting approval of the abandonment for park purposes of a 1.6598 acre portion of North Lakes Park in accordance with Chapter 26 of the Texas Parks and Wildlife Code; and providing an effective date. (Exhibit 1) (Parks, Recreation and Beautification Board recommend approval with a vote of 5 -0) Jim Mays, Parks Superintendent, stated that approval of the ordinance would allow for the abandonment of 1.65 acre of North Lakes Park. The State required a public hearing if park property was used for non -park purposes. The tract had no functionality for programming for active or passive recreation. The potential sale of this property was included in November 2014 special election and was approved by the voters. The Parks staff and Parks, Recreation and Beautification Board recommended soliciting bids for the sale of this portion of the park. Council Member Hawkins requested an overview of why this was being done. Mays stated that staff had received a request for marketability of that portion of the property. In order to have the property sold, the City had to take bids from everyone interested in the property. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing Council Member Gregory motioned, Mayor Pro Tem Engelbrecht seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. C. DCA14 -0009c 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 City of Denton City Council Minutes February 17, 2015 Page 18 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- 0009c). The Planning and Zoning Commission recommends denial (4 -3). A supermajority vote by City Council is required to adopt a motion to approve this ordinance. Mayor Watts stated that this item was a continuation of the public hearing. The Council would like to have a discussion before hearing comments from the public. Council Member Roden stated that the proposed ordinance was now at Council as the Planning and Zoning Commission had voted on it. He questioned the ramification of that vote. City Attorney Burgess stated that the Planning and Zoning Commission had recommended denial of the ordinance to the Council and could now move forward for Council consideration. At previous meetings, the Council had not closed the public hearing but left it open to allow the Commission to make their recommendation. Council could choose to continue to leave the public hearing open or could close the public hearing at this meeting. As a result of the Commission action in recommending denial, the amendment to the ordinance required a supermajority vote by Council of six of seven members. Council Member Roden asked if there were any other recommendations coming to consider. City Attorney Burgess stated that the Commission took a vote and recommended denial. In so doing so, any ideas that some of the members might have had did not carry forward. Council Member Johnson stated that this was a complicated issue; much of which would be settled in court. The amendment focused on what the City could control, assuming drilling could occur and how co -exist with it. He heard the citizen's concerns about the nuisance issues such as no bright lights, no compressors, and no big trucks in the neighborhood. In his perspective, he wanted to make sure the ordinance accomplished the protection of citizens from nuisance issues while not punishing the people who owned the surface rights. He was not comfortable with the reverse setbacks as shown today and felt the damage to surface owner's property was too great. The measurements should be from well head and if there were multiple well heads, from the nearest well head on the property. Mayor Watts stated that he would like any measurement to be from the well head and if it was a multiple well head measure from the closest protected use. He was not in favor of a 300 foot reverse setback or 500 foot reverse setback if a co- location. Council Member Johnson questioned if that was from the pad site and not from the well head. Council Member Hawkins stated that he had a problem with the gas well notification disclosure. He did not think what had been proposed was strong enough. He wanted to make sure they were moving forward and to go overboard notifying people who were close to a gas well. The next homeowner would be clear about that. City of Denton City Council Minutes February 17, 2015 Page 19 Council Member Roden questioned the procedure an operator would go through whether a co- located or regular site and if part of it determined the perimeter of the pad site. Terry Morgan, Special Counsel for the City, stated that the process for consolidating the sites did require a definition of the site plan and measured distance. The outer boundaries would be fixed with the site plan process. Existing sites in the consolidation were not new wells on the sites. Council Member Gregory asked about the sign on a gas well pad site. He felt some verbiage was missing as there was no requirement for the sign to say there was gas well drilling on the site. In terms of the setback issue he was in favor of the wording for sound walls as the setbacks served as a buffer if measured from the well head. Council Member Ryan felt that the use of generators was a nuisance issue and electric motors should be used if possible on the pad sites. He was in favor of the distance recommendation for existing pad sites from the well head where more wells could not be located at the co- location distance from the pad site. He felt in the future more commercial /business should be allowed closer to the well heads in order to develop property that could not be done in a residential area. Mayor Pro Tem Engelbrecht felt that the zoning issue dealt with activity and that for him was the standard. Consolidated well sites came with truck traffic problems. There would be a need to measure to make sure the noise and movement of the trucks did not spill over into the neighborhoods. Perhaps limit truck traffic to time of day and days of the week. Council Member Roden stated that the question of surface rights was important. In the long term consideration of development, it should be encouraged to get gas wells done and then leave thus having no problem with the rigs. There seemed to be a sense of urgency with surface versus mineral rights which might not be urgent. He did not want to get stuck in an urgency to have all of the property developed. Mayor Watts stated that it was his understanding that the current ordinance had setbacks at 1200 feet if the well came to a protected use and if reversed was a 250 foot setback with a regular site or co- located site. The proposal was a reverse setback to a regular site to increase the setback by 50 feet measured from the pad site. The current measurement was from the pad site. He struggled with finding the best way to balance competing interests but sometimes the mineral state was also held by the surface owner on larger tracts. Mayor Watts reviewed the questions and answers which were provided to Council in January 2015. Council discussed those responses as they related to the Council's concerns with the proposed ordinance some of which included the prohibition of all pits, compressor stations, the difference between lift compressors and compressor stations, and vapor recovery systems. Council Member Gregory asked if the current ordinance provided staff with authority to deny a new drilling permit to an operator if that operator was delinquent on fees due the city. Morgan stated that was not spelled out in the ordinance. Council Member Gregory stated that he would like to see draft language to that effect and where to locate it in the ordinance. City of Denton City Council Minutes February 17, 2015 Page 20 Council Member Roden stated that the agenda backup referenced certain amounts of aesthetics and other land use issues concerning compressor stations and questioned if they were addressed in proposed ordinance. Aaron Leal, Deputy City Attorney, stated that certain zoning issues could continue to enforce issues concerning compressor stations. Some of the zoning issues such as aesthetics and safety issues could be enforced on a case by case basis. They could not be prohibited outright. Council Member Roden asked if they could be allowed only in certain land use categories such as industrial categories. Leal stated it might be possible in certain circumstances. Council Member Roden requested something be put in place regarding compressor stations for Council to discuss and asked staff to explore zoning those in industrial areas. He asked about vapor recovery units and whether they were primarily used for emissions for the tanks and the energy source to capture them. Darren Groth, Gas Well Administrator, stated that there needed to be a mechanical force to move the vapors. A compressor moved the vapors along the system. Council Member Roden asked if the EPA rules and Texas rules were same on when to trigger a vapor recovery unit. Groth stated that they varied. The EPA rules were looking to reduce emission completion. The EPA was looking at the activity; the Texas rules were looking at quantity. Brad Shelton, 3000 Carmel, Denton, 76205, spoke in opposition. Council Member Roden questioned Mr. Shelton regarding surface owner who also had mineral rights. Shelton stated that he had one vertical well that at some point would go away. Council discussed with Shelton the effect of setbacks on a particular site based on the varying setbacks, not limiting individual's right to make money off the property they owned Mayor Watts state that Jim McClurg, 2018 Longmeadow, Denton, 76209 had submitted a Comment Card in support of a stronger ordinance. Ed Soph, 1620 Victoria Drive, Denton, 76209 spoke in support of a stronger ordinance. He presented comments on future vapor releases and emissions discharged in terms of vapor emission units, hydrators for gases, the Zoning Board of Adjustment granting variances without going through the Council. Carol Soph, 1620 Victoria Drive, Denton, 76209 submitted a comment card in support for ordinance. City of Denton City Council Minutes February 17, 2015 Page 21 Linda Cole, 6376 Jim Christal, Denton, spoke against the ordinance at this time. Council Member Ryan motioned, Council Member Hawkins seconded to continue the public hearing to the March 3, 2015 Council meeting. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Ordinance No. 2015 -048 D. ID 15 -115 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas designating a certain area within the city limits of Denton as Peterbilt Motors Company Reinvestment Zone No. X11 for commercial/industrial tax abatement; establishing the boundaries of such zone; making findings required in accordance with Chapters 311 and 312 of the Texas Tax Code; ordaining other matters relating thereto; providing a severability clause; providing for repeal; and providing an effective date. Aimee Bissett, Director of Economic Development, stated that this item and the next were for the consideration of a property tax abatement with Peterbilt. The reinvestment zone needed to be established for a commercial/industrial tax abatement. The next item on the agenda was the actual tax abatement agreement. She reviewed the background information on Peterbilt and its commitment to Denton. The proposed expansion was a $23 million project and would be done in three phases. The first would be a painted parts storage expansion; the second was an east dock addition and the third for vertical parts storage. The elements of the City's incentive policy were reviewed. The Economic Development Partnership Board recommended a 70% abatement for 8 years for property tax abatement. The estimated abatement over 8 years was approximately $820,000. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Hawkins motioned, Mayor Pro Tem Engelbrecht seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. 6. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2015 -049 A. ID 15 -116 Consider adoption of an ordinance authorizing the Mayor to execute a Tax Abatement Agreement with Peterbilt Motors Company setting forth all the required terms of the Tax Abatement Agreement in accordance with the terms of Chapter 312 of the Texas Tax Code; setting forth the various conditions precedent City of Denton City Council Minutes February 17, 2015 Page 22 to Peterbilt Motors Company, receiving the Tax Abatement; providing for a severability clause; and providing an effective date. This item was discussed along with Item 5.1). Mayor Pro Tem Engelbrecht motioned, Council Member Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. B. ID 15 -153 Consider nominations /appointments to the City's Boards and Commissions: Health & Building Standards Commission; Human Services Advisory Committee; Parks, Recreation & Beautification Board; and Traffic Safety Commission. Council Member Ryan nominated Tara Mills to the Parks, Recreation & Beautification Board. He nominated Jessica Lambert to the Traffic Safety Commission. Council Member Roden motioned, Council Member Hawkins seconded to approve the nominations. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. 7. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Ryan requested a work session on boards and commissions focusing on special requirements for members and how get that back in balance. City of Denton City Council Minutes February 17, 2015 Page 23 Council Member Gregory requested a work session on the retail mix in the Downtown area and how to encourage a mix of retail in certain districts and limit the number of bars in the area so it would not become all one thing. Council Member Johnson asked for an Informal Staff Report on the charges for ambulance trips and what other cities charged. Council Member Johnson requested information on the tree ordinance discussion in terms of how to empower citizens by giving them trees and letting them plant the trees. Mayor Pro Tem Engelbrecht stated that as part of the tree ordinance discussion he would like ideas on what other cities were doing such as adopt a tree. Mayor Pro Tem Engelbrecht requested that as part of the ambulance report, he would like information on what Medicare would pay for the service. Mayor Pro Tem Engelbrecht stated that he would like to have a work session as quickly as possible on the Downtown retail in order to keep a mix of stores in the area. Mayor Watts requested a letter of support for the Historic Landmark Commission for a Chisholm Trail state marker. Mayor Watts requested a pre- budget work session to discuss the Council's ideas about budget and thoughts on the budget which would help define the parameters for the budget. Mayor Watts requested a work session regarding a policy for homeowner associations and green space. Mayor Watts stated that he had received a letter from United Way requesting minor funds to help with the Meadows Foundation's look at mental health. He suggested the City double the requested amount to $4,400. Mayor Watts requested a work session regarding the City's health insurance and in particular, the employee health clinic in terms of what would be spent if regular health costs were being used and also what non self - insurance what it would cost. B. Possible Continuation of Closed Meeting of Closed Meeting topics, above posted There was no continuation of the Closed Meeting. With no further business, the meeting was adjourned at 10:06 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -187, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Parks and Recreation CM/ ACM: John Cabrales Date: April 7, 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 4/2/2015 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 4/2/2015 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 DEN'1'IN File #: ID 15 -198, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving an Economic Development Program Grant Agreement between the City of Denton and BAM Denton Management Ventures, LLC; and providing an effective date (Business Air). BACKGROUND Business Air is a full service FBO and certified FAR 135 Air Carrier providing fuel, hangar, charter, and aircraft management services to corporate and private clients at Denton Enterprise Airport. They began operations in Denton in 2000, and their campus includes 10 buildings providing over 133,000 sf. of hangar space and 14,000 s£ of office space. At present there are 80 aircraft based at Business Air. Business Air is expanding at Denton Enterprise Airport with plans to build a new 24,000 square foot hangar with an additional 4,000 square feet of office space. This hangar storage facility will be used to attract and hangar large corporate aircraft to be based and operate from Denton thereby growing business and tax base at the airport. The hangar space should allow the addition of 10 corporate aircraft with values ranging from $1.5 to $10 million per aircraft. In addition to the hangar, Business Air will be purchasing a corporate aircraft to be based at DTO for the exclusive use of providing air taxi service to the area as at their current level of business they have more demand than capacity. Business Air requests approval of a Chapter 380 Grant to support its expansion and continued growth in Denton. RECOMMENDATION The Economic Development Partnership Board (EDPB) reviewed the Business Air request at their February 3, 2015 meeting and arrived at the following recommendation: The EDBP recommended approval of a Chapter 380 grant equal to seventy percent of the increase in property tax revenues on the improvements to the building and new business personal property up to a maximum of $9,500,000 in increased valuation as determined by the Denton Central Appraisal District for a period of two City of Denton Page 1 of 3 Printed on 4/2/2015 File M ID 15 -198, Version: 1 years. Business Air may extend the length of this grant by attracting additional investment in the form business aircraft based at its facilities at Denton Enterprise Airport by specified date and investment level thresholds. In addition to a grant extension, Business Air would receive five percent of the increase in taxable valuation attributable to these new business aircraft for the duration of the grant extension: If increased valuation in new business aircraft is at least $15,000,000 but less than $50,000,000 by December 31, 2017, the grant will extend to a period of four years and will include five percent of the increased new business aircraft valuation amount for the grant period. If increased valuation in new business aircraft is at least $50,000,000 but less than $80,000,000 by December 31, 2020, the grant will extend to a period of seven years and will include five percent of the increased new business aircraft valuation amount for the grant period. If increased valuation in new business aircraft is at least $80,000,000 by December 31, 2022, the grant will extend to a period of nine years and will include five percent of the increased new business aircraft valuation amount for the grant period. The grant agreement requires Business Air to invest a minimum of $5,000,000 in building, site and other improvements at its facilities for this project by December 31, 2016. ESTIMATED SCHEDULE OF PROJECT If approved, construction of the facility should begin in summer 2016, with completion by fall 2016. Business Air corporate business charter aircraft will be purchased in summer 2015. PRIOR ACTION/REVIEW The Economic Development Partnership Board (EDPB) reviewed the Business Air request at their February 3, 2015 meeting and recommended approval 7 -0. FISCAL INFORMATION At maximum, the grant attributable to improvements to real property and tangible personal property as outlined in the grant agreement, the two -year grant amount would be $91,736. Business Air has the opportunity to reach any of the new business aircraft increased valuation thresholds as early as the December 31, 2016. This would result in Business Air achieving the five percent additional rebate earlier than if this type of increased valuation was achieved at the final threshold date. The following assumes the stated threshold level is met at the start of the grant: $15,000,000 in increased valuation on new business aircraft and extending the grant from two to four years would generate a $204,165 total grant; $50,000,000 in increased valuation on new business aircraft and extending the grant to seven years would generate a $441,784 total grant; $80,000,000 in increased valuation on new business aircraft and extending the grant to nine years would generate a $661,124 total grant. EXHIBITS Exhibit 1 - Grant Agreement Exhibit 2 - Ordinance Respectfully submitted: City of Denton Page 2 of 3 Printed on 4/2/2015 File #: ID 15 -198, Version: 1 Aimee Bissett Economic Development Director Prepared by: Michelle Cunningham Business Development Officer City of Denton Page 3 of 3 Printed on 4/2/2015 Exhibit I ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH BAM DENTON MANAGEMENT VENTURES, LLC This Economic Development Program Grant Agreement ("Agreement") is made and entered into as of the effective date provided for below, by BAM DENTON MANAGEMENT VENTURES, LLC, a TEXAS limited liability company, and the CITY OF DENTON (the "City"), a Texas municipal corporation, for the purposes and considerations stated below: WHEREAS, this Agreement is authorized by and made pursuant to the economic development program provisions of Chapter 380 of the Texas Local Government Code (the "Act") to promote local economic development and to stimulate business and commercial activity in the City of Denton; and WHEREAS, Grantee is contemplating the development of that certain real property located within the city limits of the City as more particularly described in Exhibit "A" attached hereto and made a part hereof by reference (the "Properties"); and WHEREAS, on the 6th day of November, 2014, Grantee submitted an application for economic development incentives with various attachments to the City concerning the contemplated use and development of the Properties, which is on file in the City's Office of Economic Development, a copy of which is attached hereto and made a part hereof by reference as Exhibit "B" (the "Application for Economic Development Incentives"); and WHEREAS, the City Council finds that the contemplated use and development of the Properties, the proposed improvements provided for herein and the other terms and conditions of this Agreement will promote economic development and will stimulate development activity within the City of Denton for the benefit of the public; NOW, THEREFORE, the City and Grantee for and in consideration of the Properties and the promises contained herein do hereby contract, covenant and agree as follows: I. CONDITIONS OF THE GRANT A. In consideration of a Grant Agreement and subject to the Grantee meeting all the terms and conditions of the Grant as set forth herein, the City hereby grants the following: 1. A Grant equal to 70% of City ad valorem taxes attributable to Improvements (as the term "Improvements" is defined below) resulting in an increase of assessed value of real property improvements to and tangible personal property (excluding land, inventory, and supplies), located on the Properties (as the term "Properties" is defined below) as determined by the Denton Central Appraisal District, excluding real property improvements to and tangible personal Exhibit I property (excluding land, inventory and supplies) located on the Properties on December 31, 2014, which is for a period of two years commencing on January 1, 2017, and if such an increase in assessed value of Improvements on Grantee Properties is at least 5,000,000 by December 31, 2016. A maximum of $9,500,000 in increased valuation on Improvements shall be eligible for the Grant. Should the increase in Improvements valuation be less than $5,000,000 there will be no Grant. 2. The two year period of the Grant may be extended by attracting newly- based Eligible Based Aircraft (as the term "Eligible Based Aircraft" is defined below) on Grantee Properties and resulting in an increase to assessed value attributable to Eligible Based Aircraft located on the Grantee Properties as determined by the Denton Central Appraisal District, excluding Eligible Based Aircraft located on the Grantee Properties on December 31, 2014 and determined by meeting the following increased valuation thresholds: a) If increased valuation on Eligible Based Aircraft is at least $15,000,000 but less than $50,000,000 by December 31, 2017, the Grant shall be extended to a total period of four years and shall include 5% of the increased valuation on Eligible Based Aircraft on December 31, 2017 and for each of the subsequent Grant years period. Should the increase in the valuation of Eligible Based Aircraft be less than $15,000,000 by December 31, 2014, there will be no extension of the Grant period and no inclusion of 5% of the increased valuation on Eligible Based Aircraft in the Grant amount. b) If increased valuation on Eligible Based Aircraft is at least $50,000,000 but less than $80,000,000 by December 31, 2020, the Grant shall be extended to a total period of seven years and shall include 5% of the increased valuation on Eligible Based Aircraft on December 31, 2020 and for each of the subsequent Grant years period. C) If increased valuation on Eligible Based Aircraft is at least $80,000,000 by December 31, 2022 the Eligible Aircraft Grant shall be extended to a total period of nine years and shall include 5% of the increased valuation on Eligible Based Aircraft on December 31, 2020 and for each of the subsequent Grant years period. Should the increase in the valuation of Eligible Based Aircraft be less than $15,000,000 by December 31, 2014, there will be no extension of the Grant period and no inclusion of 5% of the increased valuation on Eligible Based Aircraft in the Grant amount. B. A condition of the Grant is that, by December 31, 2016 (subject to force majeure delays not to exceed 180 days), Grantee shall have made a minimum of $5,000,000 of Improvements at the Properties, which result in an increase in the assessed values, as determined by the Denton Central Appraisal District, as contemplated by 2 Exhibit I Section I.A. I. For the purposes of this paragraph, the term "force majeure" shall mean any circumstance or any condition beyond the control of Grantee, as set forth in Section XIV "Force Majeure" which makes it impossible to meet the above-mentioned time restraints. C. A condition of the Grant is that, by December 31, 2016 (subject to force majeure delays not to exceed 180 days), Grantee shall have located a minimum of $15,000,000 of Eligible Based Aircraft on Grantee's Properties, which result in an increase in the assessed values, as determined by the Denton Central Appraisal District, as contemplated by Section I.A.2. For the purposes of this paragraph, the term "force rnajeure" shall mean any circumstance or any condition beyond the control of Grantee, as set forth in Section XIV "Force Majeure" which makes it impossible to meet the above- mentioned time restraints. D. The term "Properties" is defined as Grantee existing facility located at 5007 Airport Road and proposed new facility to be constructed at 4777 Airport Road. E. The term "Improvements" is defined as the construction, renovation and equipping of the Properties including but not limited to (1) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs; (2) tangible personal property located on or at the Properties owned or controlled by Grantee, excluding land, inventory and supplies, The kind and location of the Improvements is more particularly described in the Application for Grant. F. The term "Eligible Based Aircraft" is defined as newly-based business aircraft located at Grantees Properties at Denton Enterprise Airport upon which ad valorem tax is collected, and not included in the Improvement and Properties Grant assessment and incentive set forth in A.1. G. A condition of the Grant is that the Improvements are constructed and the Properties be used substantially in accordance with the description of the project set forth in the Application for the Grant. 14. A condition of the Grant is that throughout the term of the Grant, the Improvements shall be operated and maintained for the purposes set forth herein so that the use of the Property shall be consistent with the general purpose of encouraging development or redevelopment of the City except as otherwise authorized or modified by this Agreement. 1. The City shall have the right to terminate the Grant if the Grantee does not occupy the Contemplated Improvements continuously for the term of the Grant for the purposes set forth in the Grant Application. In the event of such termination the Grantee shall refund to the City fifty percent of all previous Grant payments, and all Grant payments for future years shall be terminated. 3 Exhibit I J. Grantee agrees to comply with all the terms and conditions set forth in this Agreement. IL GENERAL PROVISION A. In the event of any conflict between the City zoning ordinances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control, provided however the City shall not diminish the benefits to the Grantee under this Agreement through ordinances or regulations (whether now or hereafter in effect). Ill. TERMS AND CONDITIONS OF GRANT A. Subject to the terms and conditions of this Agreement, the City hereby agrees to pay to Grantee, on an annual basis, after the first assessment following receipt by Grantee of the certificate of occupancy for the Properties I . An amount equal to 70% of the difference between: (a) the then current City ad valorem taxes for the Properties and the Improvements, minus, (b) City ad valorem taxes payable for the Properties and the Improvements as of December 31, 2016, and minus any valuation on business personal property currently located at 5007 Airport Road and 4777 Airport Road as of December 31, 2014, (with the resulting payments known as the "Annual Payments"), such Annual Payments to be subject to the terms and conditions provided in this Agreement. 2. An amount equal to 5% of the difference between: (a) the then current City ad valorem taxes for Eligible Based Aircraft, minus, (b) City ad valorem taxes payable for Eligible Based Aircraft as of January 1, 2015, located at 5007 Airport Road or 4777 Airport Road as of January 1, 2015, (with the resulting payments known as the "Annual Payments"), such Annual Payments to be subject to the terms and conditions provided in this Agreement. B. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. All calculations in this Agreement shall be based upon final assessed values after any such protest or contest. C. Annual Grant Payments Terms shall be the following: I. The Annual Payments for Grant as stated in I.A. 1. and I.A.2. shall be for a term of not less than two years and may be increased to a maximum of nine years reflecting Grantee meeting stipulated thresholds of increased valuation solely attributable to Eligible Based Aircraft by specific dates: an increased valuation minimum of $15,000,000 shall be for a term not to exceed four (4) years; an 0 Exhibit I increased valuation minimum of $50,000,000 shall be for a term not to exceed seven (7) years; an increased valuation minimum of $80,000,000 shall be not for a term to exceed nine (9) years with the first payment being due and payable on or before 60 days after the City is in receipt of all City ad valorem taxes due and payable for the Property and Improvements as of January I" of the year following the calendar year in which a certificate of occupancy is issued by the City for the Properties (the "Beginning Date"), and, unless sooner terminated as herein provided, shall end after the ninth Annual Payment. All subsequent Annual Payments shall be due and payable on or before 60 days after the City is in receipt of all ad valorem taxes due and payable for the Property and Improvements as of January I for the respective subsequent year. 2. The Annual Payments for Grant on Eligible Based Aircraft as stated in I.A.2. shall be for a term reflecting the increased valuation amount. An increased valuation minimum of $15,000,000 shall be for a term not to exceed four (4) years; an increased valuation minimum of $50,000,000 shall be for a term not to exceed seven (7) years; an increased valuation minimum of $80,000,000 shall be not for a term to exceed nine (9) years with the first payment being due and payable on or before 60 days after the City is in receipt of all City ad valorem taxes due and payable for the Property and Improvements as of January I" of the year following the calendar year in which a certificate of occupancy is issued by the City for the Properties (the "Beginning Date"), and, unless sooner terminated as herein provided, shall end after the respective achieved increased valuation term's fourth, seventh, or ninth Annual Payment. All subsequent Annual Payments shall be due and payable on or before 60 days after the City is in receipt of all ad valorem taxes due and payable for the Property and Improvements as of January I for the respective subsequent years. IV. RECORDS, AUDITS, AND EVALUATION OF PROJECT A. Grantee shall provide access and authorize inspection of the Property by authorized City employees and allow sufficient inspection of financial information to insure that the Improvements are made according to the specifications and conditions of this Agreement. Such inspections shall be done in a way that will not interfere with Grantee's business operations. The City shall, on an annual basis, evaluate the Project to ensure compliance with this Agreement. Grantee shall provide information to the City on a form provided by the City for the evaluation. The information shall include, without limitation, an inventory listing the kind, number, and location of and the total investment value of all Improvements to the Properties, including the value of all aircraft, buildings and other structures and permanent improvements installed, renovated, repaired or located on the Properties. An annual rendering of all business personal property shall be included, I Exhibit I V. FAILURE TO MEET CONDITIONS In the event (i) Grantee or the Owner of the Property allow their ad valorem real property taxes owed to the City with respect to the Property or Building, or ad valorem taxes owed to the City with respect to any tangible personal property owned or controlled by the Grantee and which are located on the Property to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal property taxes; or, (ii) any other material conditions of this Agreement are not substantially met, including the Grant Conditions, then a "Condition Failure" shall be deemed to have occurred. It is understood that a Condition Failure shall not be deemed to occur merely because at a particular time it cannot be determined whether such condition will be met, but shall occur only if at a particular time it can be determined that such condition will not be met after notice and reasonable opportunity by Grantee to cure such failure. In the event that a Condition Failure occurs, the City shall give Grantee written notice of such Condition Failure and if the Condition Failure has not been cured or satisfied within ninety (90) days of said written notice, this Agreement may be terminated by the City; provided, however, that if such Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day period and Grantee has commenced and is pursuing the cure or satisfaction of same, then after first advising the City of efforts to cure or satisfy same, Grantee may utilize such additional time as may be reasonably required to cure such Condition Failure, but not less than ninety (90) days nor more than one hundred eighty (180) days. Time in addition to the foregoing may be authorized by the City Council. If a Condition Failure is not cured or satisfied after the expiration of the applicable notice and Cure or satisfaction periods ("Condition Failure Default"), as City's sole and exclusive remedy, the Arnival Payment shall be terminated with respect to the year in which notice of the Condition Failure is given and for all future years, and Grantee, Inc. shall repay to the City an amount equal to fifty percent of all previous Grant payments made to Grantee; and thereafter no repayment is required. V1. ASSIGNMENT This Agreement and Grantee's rights and obligations hereunder may not be assigned without prior notice to the City, unless such notice is prohibited by contract or applicable law in which case notice shall be provided as soon as allowable. In the event that Grantee ceases to manufacture on the Property, this Agreement shall terminate and all obligations of the City, as set forth herein, shall terminate and be of no further force and effect. I Exhibit I Vii. NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage prepaid or by hand delivery: COMPANY: BAM Denton Management Ventures, LIX R. Damon Ward, CEO 5007 Airport Road Denton, Texas 76207 CITY: City Manager City of Denton 215 E. McKinney Denton,'I'exas 76201 VIII. CITY COUNCIL AUTHORIZATION This Agreement is authorized by the City Council at its meeting on the day of , 2015, authorizing the City Manager to execute this Agreement on behalf of the City. IX. BOARD OF DIRECTORS AUTHORIZATION BAM Denton Management Ventures, LLC represents that this Agreement is entered into by BAM Denton Management Ventures, LLC pursuant to authority granted by its Board of Directors to its CEO. A certificate of an authorized officer of Denton Aviation I loldings, LLC, parent company of BAM Denton Management Ventures, LLC, supporting this representation is attached hereto and made a part hereof as Exhibit C. X. SEVERABIILTY In the event any section, subsection, paragraph, sentence, or phrase is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid, illegal or unconstitutional provision. 7 Exhibit I X1. ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from another party hereto so long as the certificate is requested in connection with a bona fide business purpose. The certificate, which if requested will be addressed to BAM Denton Management Ventures, LLC, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists the nature of default and curative action, which should be undertaken to cure same), the remaining Term of this Agreement, the levels and remaining Term of the Annual Payments in effect, and such other matters reasonably requested by the party(ies) to receive the certificates, x1l. BAM DENTON MANAGEMENT VENTURES, LLC, STANDING Grantee, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying ordinances, resolutions, or City Council actions authorizing same and Grantee. shall be entitled to intervene in said litigation. Xill. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the appropriate court serving Denton County, Texas. This Agreement is fully performable in Denton County, Texas. Xiv. FORCE MAJEURE If', because of flood, fire, explosions, civil disturbances, strikes, war, acts of God, or other causes beyond the control of either Party, either Party is not able to perform any or all of its obligations under this Agreement, then the respective Party's obligations hereunder shall be suspended during such period but for no longer than such period of time when the party is unable to perform. Xv. AMENDMENT This Agreement is the entire agreement of the parties and may only be modified by a written instrument executed by both parties, Exhibit I XV1. EFFECTIVE DATE This Agreement is effective as of the _clay of , 2015. CITY OF DENTON, TEXAS BY: Al"TEST: JENNIFER WAI..,TERS, CITY SECRETARY m APPROVED AS TO FORM: ANITA BURGESS, CITY ATTORNEY BY: STATE OF TEXAS )I COUNTY OFDENTON i GEORGE C. CAMPBELL CITY MANAGER ACKNOWLEDGMENTS 9 . ......... . .......... Exhibit I The foregoing Economic Development Program Agreement was executed before me on the _ day of — of the City of Denton, corporation. 2015 by George C. Campbell, City Manager Texas, a Texas municipal corporation, on behalf of said municipal Name: Notary Public in and for the State of Texas STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Program Agreement was executed before me on the _I day of 2015 by R. Damon Ward, CEO of BAM " E DEN TON MANAG MENT VENTURES, LLC, a Texas limited liability company, on behalf of said LLC. # . I 10 I MW W11W vl% I'M POINT CAF BEG NNING fkvNU In, MON P114 Exhibi VXHIBIT A A19PORT ROADAspive 'k S 89'25'2 1 E 191.2 S Q I SEE CE_, -I(m POO IFIUN PIN W. NEIL SURVEY ABSTRACT N0. 970 FOUND 112• IfiQN PIN 89'56'21'" W 210,00' U-) 1,947 ACRES 'o ID 01y or orgrou vot0mr Jos, phq arcs M,'EM Rf,`CDRDS: TVWTW� compa'j, rf",V�, LLJ 0 C) z FOUND 112• IfiQN PIN 89'56'21'" W 210,00' I OUNI) Ur WON PIN N 89'56'21" W 409.47' ASMALT N SoMfIrMA) AMITH'T AO[IJTI(lN e'AUMET' 0, PAQ s PW TOXW!o' "' octnm floutiri, iw; Exhibit A C2 ID OEM rd CaRof" MWOI COUJny MYAS I OUNI) Ur WON PIN N 89'56'21" W 409.47' ASMALT N SoMfIrMA) AMITH'T AO[IJTI(lN e'AUMET' 0, PAQ s PW TOXW!o' "' octnm floutiri, iw; Exhibit A C2 Exhibit 1 4iN # # ► f ' � I' f 'f # '� #� uM 4' f ^.. t ♦ M1 � # f ' +f IY FEET YOA W INCH IRON f AT THE POW BEGINNING fESCRIBeD FELT TO A SET 10 INCH IRON PIN WITH A YELLOWPLASTIC . r. STAMPED f FEET TO A FENCE CORNER POST: f f WIN Y' it' FEETTOA-FE lC..n. • "fni. THENCE SOUTH 81 DEGREES 43 MINUTES 41 SECONDS EAST, ADISTANCE OF 619 IRET A A SET 1/2 INCH IRON PIN VM A VELLOWPL"TIC D METROPLEX 104P, FEET TO A FOUND IRON PIN: i - DENTON THS SURVEY WAS D' VATHOUT THE SINEPIT OF .f. . #• f f HEREON, 'ex ,s 1.947 ACRES OUT OF THE W. NFIL SURVEY, ,A Exhibit 1 2014 Tax Abatement Policy Exhibit 1 Ww.ff Owl, CITY OF D NTON City of Denton Incentive Application City of Denton Department of Economic Development Denton, Texas 76201 (940) 349 -7776 (940) 349 -8596 FAX www.cityofdenton.com Aimee.Bissett@cityofdenton.com Page 11 of 18 2014 Tax Abatement Policy Exhibit I INCENTIVE APPLICATION CITY OF DENTON, TEXAS - I?rtlpertyowwr-..BAMj)ciiton-Manageinetii-Vu, itu=,LL(" Aircrafl 50 7 A irpor 11 d-D-=Lon�M -162RL . . ................... ............. . ...... . . . . . . ....... . . .. .. .. . . .............................. ------ ---- --- 'I'depliolic 940-898-1200 Website: www. business-air.com Contact Name: Damon Ward Title: CEO Mailing Address: 5007 Airport Rd, Denton, TX 76207 . . .... . ....... ........................ 940-898-1200 -382-5602 Email Address: dwardabusiness-air.com Provide a chronology of plant openings, closing and relocations over the past 15 years. ..— . ................... .. .................. . . . . - ........................... --- RAM Denim Management Ventures, ILC began apentinn nn Ontolhor I I I 9001 and has been in rontinualis operation since that time. Provide a record of mergers and financial restructuring during the past 15 years, —04a. "t, LLC ha Plateau Ventures, LLC of Bend, OR becoming the 95% shareholder ..... . . ...................................... . . . ............... -__ 4. Will the occupants of the project be owner or lessee? If lessee, are occupancy commitments already existing? Occupants will be corporate aircraft under hangar lease. Is the project a relocation of existing facility or a new faci—y to expand operations? If relocation, give current location. This is a new facility. — —11� R ng Deriton )0t—ness, will pro i - value ol le 6. -.1) ..... . ectresult in abandoninciitof existing facility? so„ existing facility will be subtracted from the value of the new facility to arrive at total project value. Page 12 of 18 2014 Tax Abatement Policy Exhibit 1 This will be totally new construction and there will be no abandonment. 7. Property Description. ...� ............. �... - Attach a copy of the legal description detailing property's metes and bounds. - Attach map of project including all roadways, land use and zoning within 500 feet of site, 8. Current Value. Attach copy of latest property tax statement from the Denton County Central Appraisal District Include both real (land and improvements) and personal property). 9. Increased Value /Estimated Total Cost of Project. Structures $ $1.5 Million Site Development 0 Personal Property $ $1.5 Million 11 Other Improvements $ 10. Indicate percent of tax abatement and number of years requested. —...__.--_. _ . _ ...... .........._......... Percent Requested Years Requested List any other financial incentives this project will request /receive Estimated Freeport Exemption IT ITITmmmmmITITIT m$ Estimated Electric Utility Industrial Development Rider $ Estimated Water /Wastewater Infrastructure Assistance $ .................. _. Chapter 380 Incentive 11. Give a brief description of the activities to be performed at this location, including a dcscriptiora of products to be produced and /or services to be provided. This hangar storage facility will be used to attract and hangar large corporate aircraft to be based and operate from the Denton Enterprise Airport thereby rowing business and tax base at the Gairlatar t, `I'lac latroat a�trr e _should allow the addition of 10 corporate aircraft with their values ranging from $1.5 million to $10 million per aircraft. In addition to the hangar we will be tirchaLsim a co orate aircraft to be based at KDTO for the exclusive use of nrovidina air taxi service to the area as at our current level of business we have more demand than 12. Describe any off -site infrastructure requirements; 0 Water WasteNmMx Page 13 of 18 2014 Tax Abatement Policy Exhibit 1 • Streets C✓ F118n 13. Project Operation Phase. Provide employment information for the number of years incentive is requested. Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. G ............... In„d,i,c,ateth,e,number „of shifts the project will operate Page 14 of 18 At Project Existing Start Date At Term of Employment Information Operation (mo /yr) Incentive (if applicable) / A. Total number of permanent, full-time jobs ............... _. B. Employees transferred from outside Denton ........ .........._ _ ......._._. __. �__ ........._. C. Net permanent full -time jobs (A. minus B.) E. Total annual payroll for all permanent, full -time jobs (A.) Types of jobs created. List the job titles and number of positions in each category that will be employed at the facility. Provide average wage for each category. G ............... In„d,i,c,ateth,e,number „of shifts the project will operate Page 14 of 18 2014 Tax Abatement Policy , Exhibit 1 H. Estimate annual utility usage for project: Electric kWh Water gpd Wastewater gpd I Gas mcf 14. Describe any other direct benefits to the City of Denton as a result of this project (e.g., sales tax revenue or project elements identified in Tax Abatement Policy, Section III). Local contractor, Links Construction, LLC is the proposed vendor for construction. 15, Is property zoned appropriately? YES Current Zoning. YES Zoning Required for proposed project. NO Anticipated Variances. NONE -- ._._._._ —.............. —...... 16. Is property platted? Yes N Will replatting be necessary _ _Yes _. ......... .. ----- ..._. - - - -_ .._........ ...._ ......_._. _.___ _.__ . 17. Discuss any environmental impacts created by the project. A. List any permits for which applicant must apply. Applicant will be required to provide City with copies of all applications for environmental permits upon completion of application(s). NONE .................... .............. _.... _ ...._..... ............ ..._.. ......_.. ... .... ..... ....... B. Provide record of compliance to all environmental regulations for the past five years.. N/A 18. Provide specific detail of any businesses /residents that will be displaced and assistance that will be available from the requesting company. 19., Provide description of any historically significant area included within the project's area as determined by the Historic preservation Officer. If any, give detail of how the historically significant area will be preserved. Page 15 of 18 2014 Tax Abatement Policy Exhibit 1 20. Justification for Incentive Request: Substantiate and more fully describe the justification for this request. Include the amount of the incentive requested and show how it will contribute to the financial viability of the project. Submit attachments if necessary. Support of this project will serve as a multiplier for the growth of tax base. The facility will act as a catalyst to ....._ ..... ...... _ entice corporations to move and base their aircraft to Denton. The corporate charter aircraft will provide much needed air taxi lift in support of the community and surrounding area. 21. List additional abatement factors to be considered for this project as outlined on pages 3 and 4 of the Incentive Policy. Occupies building vacant for at least 2 years Donation of materials to public schools Project creates high - skilled, high - paying jobs Improvements to Downtown _._._... �� _ ........... Significant relationship with universities Project forms business park 25% of new�obs filled by Denton enton residents International or national headquarters _........_. ........ ._...._ ........................ 25% local contractors to be utilized Medical manufacturing or research facility ..... . . ... _ ............... _ .. -�.... 25% of jobs are knowledge -based Environmentally sustainable practices used Donation of ...�. significant public art Renewable Energy generated /stored /utilized ...... .__ ............. . ............ Community support and involvement: Attach description of community involvement 22. in _ PY _._ _ .................._.. ..._W ........ ancial lnfi)rtnation: Attach a co of the latest audited financial statement or, to the case of anew project, a business plan. 23. Does the project have an eligible environmentally sustainable or renewable energy component (if so, please identify type and provide a brief description)? _...__._.__. _. _....._. _ . _ _. 24. Applicants seeking 1 E]":D cer ification must co�tnplete late Green Building, Application for Tax Abatement (Exhibit B of the policy). Page 16 of 18 2014 Tax Abatement Policy Exhibit 1 COMPLETE THIS SECTION IF REQUESTING ADDITIONAL INCENTIVE BASED ON LEED CERTIFICATION CONSTRUCTION Property Owner Company or Project Name Mailing Address ............. _.... Website Title Mailing Address ..... Email Address 3. Provide documentation that the project has been registered with the U.S. Green Building Council. 4. Provide a description of the project (please include the building size, number of occupants and estimated budget). ...... ........... — ..............._ — Attach a preliminary Leadership in Energy and Environmental Design (LEED) Scorecard illustrating how project will achieve the LEED certification. ......... ............................... Level of Certification: ..................... Number of Points: Page 17 of 18 2014 Tax Abatement Policy Exhibit 1 This Incentive Application is submitted with the acknowledgement that additional information may be required. Authorized Signature Tate: Page 18 of 18 Exhibit I Exhibit C CERTIFICATE OF AUTHORITY OF OFFICER BAM DENTON MANAGEMENT VENTURES, LLC 1, Gene Buccola, CEO of Denton Aviation Holdings, LLC, a Washington limited liability company ("Aviation Holdings"), hereby certify: I I am the duly elected, qualified and acting CEO of Aviation Holdings as of the date hereof. 2. Aviation Holdings is the 100% member of BAM Denton Management Ventures, LLC, a Texas limited liability company, dba Business Air ("Business Air"). 3, R. Damon Ward, the CEO of Business Air, has full power and authority to execute and deliver on behalf of Business Air that certain Economic Development Program Grant Agreement to be made and entered into as of the effective date provided for therein by Business Air and the City of Denton, a Texas municipal corporation, for the purposes and considerations stated therein. IN WITNESS WHEREOF, the undersigned has executed this Certificate this I st day of April, 2015 Gene Buccola CEO Denton Aviation Holdings, LLC . Oiegal\our docurnerrts\ordinances\1 5\business air - bam - chapter 380 ord.doc Exhibit 2 ORDINANCE NO. AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF 'THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND 'To STIMULATE BUSINESS ACTIVITY IN 'THE CITY OF DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH BAM DENTON MANAGEMENT VENTURES, LLC, SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO BAM BUSINESS MANAGEMENT VENTURES, LLC RECEIVING THE PROGRAM GRANT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, BAM Denton Management Ventures, LLC ("Grantee") has made a request of the City of Denton to establish an economic development program under Chapter 380 of the Texas Local Government ("Chapter 380") to stimulate the development of commercial property within the City of Denton; and WHEREAS, the City Council by this ordinance is establishing an economic development program tinder Chapter 380 which will stimulate business activity in the City and promote the public interest (the "Program"); WHEREAS, to effectuate the Program, the City and Grantee have negotiated an Economic Development Grant Agreement (the "Agreement"), a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, the City Council finds that the Program and Agreement promote economic development and will stimulate commercial activity within the City of Denton for the benefit of the public; NOW, THEREFORE; TIJE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement on behalf of the City of Denton, a copy of which is attached hereto and incorporated by reference herein, and to carry Out the City's responsibilities and rights tinder the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. " sAlegakour d0CUments\ordinanccs\1 5\business air - barn - chapter 380 ord.doc Exhibit 2 13ASSED AND APPROVED this the day of" 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 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 -199, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving an Economic Development Program Grant Agreement between the City of Denton and WGBP Investments, LTD; and providing an effective date (West Gate Business Park). BACKGROUND WGBP Investments plans to construct a new business park off of Highway 380 and Western Boulevard, called West Gate Business Park. WGBP Investments LTD. is an entity made up of local real estate investors /developers, including the Martino Group and Links Construction. This project will provide a manufacturing and industrial product that is high - quality and focused on attracting premier tenants to Denton. West Gate Business Park includes three multi- tenant buildings totaling 413,000 square feet of new industrial/manufacturing space in Denton. This project will create a need for skilled labor, will increase the tax base, and will utilize local contractors and subcontractors. The tax abatement request before the Council represents a minimum of 60 percent with an additional five percent for a national headquarters and /or ten percent for support of major employers not to exceed 75 percent of City ad valorem taxes attributable to Improvements for a period of ten years commencing the first year following receipt by Grantee of the certificate of occupancy for the Property. RECOMMENDATION Staff recommends approval of the resolution and agreement as submitted. PRIOR ACTION/REVIEW (Council, Boards, Commissions) At their February 10, 2015, meeting, the Economic Development Partnership (EDP) Board recommended approval of the proposed tax abatement agreement. The motion was approved unanimously with a vote of 9 -0. FISCAL INFORMATION Based on the assumptions of a $24,000,000 increment, a maximum available incentive rebate of 75 percent would create a $124,155 annual incentive or $1,241,550 cumulative over the life of the incentive agreement. EXHIBITS Exhibit 1 - Incentive Agreement City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -199, Version: 1 Exhibit 2 - Ordinance Respectfully submitted: Aimee Bissett Director Economic Development Prepared by: Christina Davis Economic Development Marketing Specialist City of Denton Page 2 of 2 Printed on 4/2/2015 EXHIBIT ECONOMIC DEVELOPMENT PROGRAM GRANT AGRE8MENTWIT1 WGBP INVESTMENTS, LTD. This Economic Development Program Grant Agreement ("&ureemtn(")immade and entered into unofthe effective date provided for below, by\YGB9IN\/BSTMENTS` LID (the "Grantee"), and the CITY OF [)EN]\lN (the "City"), u ]txoo municipal corporation, for the purposes and considerations stated bo|ovvi WHEREAS, this Agremrucrd is authorized by and made pursuant tothe economic development program provisions of Chapter 380 nf the Texas Local Government Code (ihc ^^/\ci") 10 pronooio i000| economic dcvc\opcncni and to aiinuulo1c humiocsx and commercial activity in the City o[Denton; and VV8EflB/\S` Grantee is contemplating the dcve|0poloot of that certain real property located within the city limits of the City as more particularly described in Exhibit ^^A" attached hereto and made a part hon:o[bY reference (tile ^1Proptrty");and WHEREAS, on the 28m day of January, 2015, Grantee Sobouit1nd all opplioo1kJo for economic dcvo)oprueo1 �nccntiven with various attachments to the City concerning the contemplated use and dovciopnnsnto[thc Property, which is on fi|c in tile City's Office of Economic Development, a copy of which is attached hereto and made a part hereof by reference as Exhibit "B" (the "Application for Economic Development I ricent ives") -, and WHEREAS, the City Council finds that the con(omp|n1ud use and development of the Property, the proposed inoprnverocrds provided for herein and the other tcroua and conditions of this Agreement will pr0cu0tc economic dQvclopnnQo1 and will stimulate development activity within the City offlen1no for the benefit ofihcpublic� NOW, THEREFORE, the City and Grantee for and in consideration of the Property and the pn}on(SeS contained herein d0 hc,chy contract, covenant and ngccc as t CONDITIONS OFT HE GRANT A� lnconsideration o[n Grant Agreement and subject hthe Grantee mcetirg all the terms and conditions of the Grant as set forth herein, the City hereby grants the &Grant equal to urnininn/m of 60 percent with an additional five percent for unational headquarters and/or 1co percent for support Ofona or cn7pknuern not to exceed 75 percent of City ad valorem taxes attributable m Improvements (as the term ^1oprovcmonta"im defined below) resulting in an increase of assessed value (excluding land value), as determined by the Denton Central Appraisal District, o[ real property improvernents to and tangible personal property (excluding inventory and supplies) located on the Property, excluding Grantee's assessed valuation of personal property currently located at EXHIBIT 1 4390 Jim Christal Rd. as of January 1, 2015, over the assessed value, as determined by the Denton Central Appraisal District, of the Property (excluding land) and tangible personal property (excluding inventory and supplies) located on the Property—as of January 1, 2015, which is for a period of ten years commencing the first year following receipt by Grantee of the certificate of occupancy (the -CO-) for the Property. If such increase in investment in Improvements is less than $3,000,000 excluding purchase price of the property there will be no grant payment. I3. A condition of the Grant is that, by December 31, 2016 (subject to force majeure delays not to exceed 180 days), Grantee shall have made Improvements on or to the Property, which result in an increase in the assessed values, as determined by the Denton Central Appraisal District, as contemplated by Section I.A.I. For the purposes of this paragraph, the term "force maieure" shall mean any circumstance or any condition beyond the control of Grantee, as set forth in Section XIV "Force Ma-leure" which makes it impossible to meet the above- mentioned time restraints. C. The terms "Improvements or Contemplated Improvements" are defined as the construction, renovation and equipping of the Property including but not limited to (I) costs related to the development and improvement of the real estate, including, without limitation, construction costs and design and engineering costs; (2) tangible personal property located on or at the Property owned or controlled by Grantee, excluding inventory and supplies. The kind and location of the Contemplated Improvements is more particularly described in the Application for Grant. D. A condition of the Grant is that the Contemplated Improvements be constructed and the Property be used substantially in accordance with the description of the project set Ibi-th in the Application for the Grant. 11. A condition of the Grant is that throughout the term of the Grant, the Contemplated Improvements shall be operated and maintained for the purposes set forth herein so that the use of the Property shall be consistent with the general purpose of encouraging development or redevelopment of the City except as otherwise authorized or modified by this Agreement. G. The City shall have the right to terminate the Grant if the Grantee does not occupy the Contemplated Improvements continuously for the term of the Grant for the purposes set forth in the Grant Application. In the event of such termination all Grant payments for fiture years shall be terminated. IL Grantee agrees to comply with all the terms and conditions set forth in this Agreement. N EXHIBIT 1 H. GENERAL PROVISION A. In the event of any conflict between the City zoning rig ordi . nances, or other City ordinances or regulations, and this Agreement, such ordinances or regulations shall control, provided however the City shall not diminish the benefits to the Grantee under this Agreement through ordinances or regulations (whether now or hereafter in effect). Ill. TERMS AND CONDITIONS 01; GRANT A. Subject ect to the terms and conditions of this Agreement, the City hereby agrees to pay to Grantee, on an annual basis, after the first assessment following receipt by Grantee of the certificate of occupancy for the Property, an amount equal to a minimum of 60 percents with an additional five percent for a national headquarters and/or ten percent for support of major employers not to exceed 75 percent of the difference between: (a) the then current City ad valorem taxes for the Property and the Improvements, minus, (b) City ad valorem taxes payable for the Property and the Improvements as of*January 1, 2015, (with the resulting payments known as the "Annual Payments"), Such Annual Payments to be subject to the terms and conditions provided in this Agreement. B. Grantee shall have the right to protest and contest any or all appraisals or assessments by the Denton County Appraisal District for the Property, the Improvements or any other tangible personal property owned or controlled by Grantee and located on the Property. All calculations in this Agreement shall be based upon final assessed values after any such protest or contest. C. The Annual Payments shall be for a term not to exceed ten (10) years with the first payment being due and payable on or before 60 days after the City is in receipt of all City ad valorem taxes due and payable for the Property and Improvements as of January I' of the year following the calendar year in which a certificate of occupancy is issued by the City for the Property (the "Beginning Date"), and, unless sooner terminated as herein provided, shall end after the tenth Annual Payment. All subsequent Annual Payments shall be due and payable on or before 60 days after the City I . s in receipt of all ad valorem taxes due and payable for the Property and Improvements as of January I for the respective subsequent years, IV. RECORDS, AUDITS, ANT) I'VALUATiON OF PROJECT A. Grantee shall provide access and authorize inspection oil of the Property by authorized City employees and allow Sufficient inspection rispection of financial information to insure that the Improvements are made according to the specifications and conditions of this Agreement. Such inspections shall be done in a way that will not interfere with Grantee's business operations. The City shall, on an annual basis, evaluate the Project to 3 EXHIBIT 1 ensure compliance with this Agreement. Grantee shall provide information to the City on a form provided by the City for the evaluation. The information shall include, without limitation, all inventory listing the kind, number, and location of and the total investment value of all Improvements to the property, Including the value of all buildings and other structures and permanent improvements installed, renovated, repaired or located on the Property. V. FAILURE TO MEET CONDITIONS In the event (1) Grantee or the Owner of the Property allow their ad valorem real properly taxes owed to the City with respect to the Property or Building, or ad valorem taxes owed to the City with respect to any tangible personal property owned or controlled by the Grantee and which are located on the Property to become delinquent and fails to timely and properly follow the legal procedures for protest and/or contest of any such ad valorem real property or tangible personal properly taxes; or, (Ii) any other material conditions of this Agreement are not substantially met, including the Grant Conditions, then a "Condition Failure" shall be deemed to have occurred. It is understood that a Condition Failure shall not be deemed to occur merely because at a particular time it cannot be determined whether such condition will be met, but shall Occur only if at a particular time It can be determined that such condition will not be met after notice and reasonable opportunity by Grantee to cure such failure. In the event that a Condition Failure occurs, the City shall give Grantee written notice of such Condition Failure and it' the Condition Failure has not been cured or satisfied within ninety (90) days of said written notice, this Agreement may be terminated by the City-, provided, however, that if such Condition Failure is not reasonably susceptible of cure or satisfaction within such ninety (90) day period and Grantee has commenced and is pursuing the cure or satisfaction of same, then after first advising the City of efforts to cure or satisfy same, Grantee May Utilize such additional time as may be reasonably required to cure such Condition Failure, but not less than ninety (90) days nor more than one hundred eighty (180) days. Time in addition to the foregoing may be authorized by the City Council. If a Condition Failure is not cured or satisfied after the expiration of the applicable notice and cure or satisfaction periods ("Condition Failure Default"), as City's sole and exclusive remedy, the Annual Payment shall be terminated with respect to the year in which notice of the Condition Failure is given and for all future years. Vi. ASSIGNMEN'l- This Agreement and Grantee's rights and obligations hereunder may not be assigned without prior notice to the City, unless such notice is prohibited by contract or applicable law in which case notice shall be provided as soon as allowable. In the event that Grantee ceases to manufacture on the Property, this Agreement shall terminate and all obligations of the City, as set forth herein, shall terminate and be of no further force and effiect. Aq EXHIBIT 1 Vil. NOTICE All notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designated in writing, by certified mail postage prepaid or by hand delivery: COMPANY: WGBP Investments, LTD. Brandon Martino, Managing Member, 525 S. Loop 288, Suite 105 Denton, Texas 76205 CITY: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Vilt CITY COUNCIL AUTHORIZATION This Agreement is authorized by the City Council at its meeting on the day of 2015, authorizing the City Manager to execute this Agreement on behalf of the City. Ix, AUTHORIZATION WGBP Investments LTD. represents that this Agreement is entered into by WG13P Investments LTD. pursuant to authority granted to its General Partner Orison I lold ings LLC. X. SEVERABIILTY In the event any section, subsection, paragraph, sentence, or phrase is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid, illegal or unconstitutiona l provision. 5 EXHIBIT 1 X1, ESTOPPEL CERTIFICATE Any party hereto may request an estoppel certificate from another patty hereto so long as the certificate is requested in connection with a bona fide business put-pose. The certificate, which if requested will be addressed to WGBP Investments, LTD., shall include, but not necessarily be hinited to, statements that this Agreement is in full force and effect without default (or it'default exists the nature of default and curative action, which should be undertaken to cure same), the remaining Term of this Agreement, the levels and remaining 'Term of the Annual Payments in effect, and such other matters reasonably requested by the party(les) to receive the certificates. XIL WGBP INVESTMENTS STANDING Grantee, as a party to this Agreement, shall be deemed a proper and necessary party in any litigation questioning or challenging the validity of this Agreement or any of the underlying ordinances, resolutions, or City Council actions authorizing same and Grantee. shall be entitled to intervene in said litigation. X111. APPLICABLE LAW This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the appropriate court serving Denton County, Texas. This Agreement is fully performable in Denton County, Texas. MV, FORCE'MAJEURE If, because of flood, tire, explosions, civil disturbances, strikes, war, acts of God, or other causes beyond the control of either Party, either Party is not able to perform any or all of its obligations under this Agreement, then the respective Party's obligations hereunder shall be suspended during such period but for no longer than such period of time when the party is unable to perform. xv. AMENDMENT This Agreement is the entire agreement of the parties and may only be modified by a written instrument nstrument executed by both parties. 6 EXHIBIT 1 XV]. EFFECTIVE DATE This Agreement is effective as of the — day of '2015, CITY OF DENTON, TEXAS M ATTEST: JENNIFER WALTERS, ary SECRETARY W- APPROVF"D AS TO FORM: ANITA BURGESS, CITY ATTORNEY BY: BY N GEORGE C. CAMPBELL CITY MANAGER WGBP INVESTMENTS, LTD., BRANDON MARTINO, Managing Member of Orison Holdings LLC, General Partner EXHIBIT 1 ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OFDENTON The foregoing Economic Development Program Agreement was executed before me on the _ day of 12012 by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal corporation, on behalf of said municipal corporation. Name: Notary Public in and far the State ofTexas STATE OF TEXAS COUNTY OF DENTON The foregoing Economic Development Program Agreement was executed before me on the,„ :'- 4' day of P�6 c( 2015 by Brandon Martino, Managing ID Member of Orison Holdings LLC, GP of WGBP Investments, LTD., on behalf of said corporation. Name. Notary Public in and for the State of Texas LISA ALLEN My Commission Expires November 25. 2017 sAegal\our documents\ordinances\1 5\wgbp ordinance.docx EXHIBIT 2 ORDINANCE NO. AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF PUBLIC MONEY 'To PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE BUSINESS ACTIVITY IN THE CITY OF DENTON; APPROVING AN ECONOMIC DEVELOPMENT PROGRAM GRANT" AGREEMENT WITH WGBP INVESTMENTS, LTD., SETTING FORTH THE VARIOUS CONDITIONS PRECEDENT TO WGBP INVESTMENTS, LTD. RECEIVING '-THE PROGRAM GRANT; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, WGBP Investments, LTD. ("Grantee") has made a request of the City of Denton to establish an economic development program under Chapter 380 of the 'Texas Local Government ("Chapter 380") to stimulate the development of commercial property within the City of Denton; and WHEREAS, the City Council by this ordinance is establishing an economic development program under Chapter 380 which will stimulate business activity in the City and promote the public interest (the " "Program "); and WHEREAS, to effectuate the Program, the City and Grantee have negotiated an Economic Development Grant Agreement (the "Agreement"), a copy of which is attached hereto and made a part hereof by reference; and WHEREAS, the City Council finds that the Program and Agreement promote economic development and will stimulate commercial activity within the City of Denton for the benefit of the public; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. The recitals and findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 2. 'The City Manager, or his designee, is hereby authorized to execute the Agreement on behalf of the City of Denton and to carry out the City's responsibilities and rights under the Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR sAlegaRour d0CLlmcnts\ordinances\1 5\wgbp orclinanoe.docx EXHIBIT 2 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: —.7 Page 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'1'IN File #: ID 15 -236, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Legal Department CM/ ACM: Anita Burgess, City Attorney Date: April 7, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the approval of a professional legal services agreement by and between Terry Morgan & Associates, P.C. and the City of Denton, Texas; providing for the expenditure of funds; and providing for an effective date. BACKGROUND The City has retained Terry Morgan & Associates, P.C. to assist in the gas well regulation and litigation pursuant to a letter agreement of October 30, 2013 in the amount of $300,000. The letter agreement was updated on September 23, 2014 by adding a NTE amount of $200,000, which is $500,000 cumulative. The agreement before the Council modifies the scope of the representation and authorizes an additional $100,000.00, making this a total cumulative amount of $600,000.00. OPTIONS Approve, deny or postpone the action. RECOMMENDATION Staff recommends approval of this Ordinance. EXHIBITS Exhibit l: Ordinance Exhibit 2: Letter Agreement Respectfully submitted: Anita Burgess City Attorney Prepared by: Toni Reedy Legal Secretary City of Denton Page 1 of 1 Printed on 4/2/2015 sAegal\Mr documerits\ordinances\15\niorgan psa-gas well matters.doc ORDINANCE NO. 2015- AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A PROFESSIONAL LEGAL SERVICES AGREEMENT BY AND BETWEEN 'TERRY MORGAN & ASSOCIATES, P.C. AND THE CITY OF DENTON, TEXAS; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council deems that it is in the public interest to continue to engage the law finn of Terry Morgan & Associates, P.C., Dallas, Texas to provide professional legal services for the City of Denton, Texas that are related to the gas well matters in the City; and WHEREAS, City staff has reported to the City Council that there is a substantial need for the above-referenced professional legal services and that the City has been working with Terry Morgan and Associates pursuant to the contracting authority of the City Manager; further, limited City staff cannot adequately perform the specialized services and tasks with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may select a provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; NOW, TI THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The preamble to this ordinance is incorporated herewith by reference as a part of this ordinance. SECTION 2. The City Manager is hereby authorized by the City Council to execute the Letter Agreement between the City and Terry Morgan & Associates, P.C., Dallas, Texas, dated March 26, 2015 and attached hereto as Exhibit "A" and incorporated herein, for professional legal services not to exceed $600,000. SECTION 3. The award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of Terry Morgan & Associates, P.C. and the demonstrated ability of Terry Morgan & Associates, P.C. to perform the services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided in the attached Agreement is hereby authorized. SECTION 5. 'This ordinance shall become effective immediately upon its passage and approval. s: \I egahour docu men ts\ordinances\1 5\morgan psa-gas well matters. doe PASSED AND APPROVED this the day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: <' rj Page 2 CHRIS WATTS, MAYOR Exhibit A TERRY D. MORGAN & Assocum, P.C. Attorneys and Counselors 8080 N. CENTRAL EXPRESSWAY, SUITE 1300 DALLAS, EXAs 75206 TERRY D. MORGAN OF COUNSEL MORRIS, SCHORSCH & STAPLETON, P.0 AMENDED LETTER AGREEMENT March 26, 2015 VIA EMAIL Ms. Anita Burgess City Attorney City of Denton, TX 215 E. McKinney Denton, TX 76201 Re: Scope of Legal Services Eagleridge Litigation and Negotiations Gas Well Amendments Dear Anita: (214) 740-9944 FAx: (214) 888-3327 E-Mail: tmorgan@msstxlaw.com This Amended Letter Agreement amends the Updated Letter Agreement dated September 23, 2014 for legal services to assist the City of Denton. Except for changes expressly stated herein, all other terms of the Updated Letter Agreement are incorporated herein by reference as if fully set forth. The City will compensate TMA for time and expenses, including any services already provided prior to the effective date of this Amended Letter Agreement, not to exceed the cumulative amount of $600,000, unless by express letter amendment. If you agree with the description and terms of the legal services set forth, please have a copy of this letter acknowledged and return it to me. If you have questions or changes, please do not hesitate to contact me. I look forward to continuing work with the City in this matter. If you have any questions or comments, please contact our office. TDM/jc 3 -26-15 Amended Lettei Agreement Ms. Anita Burgess March 26, 2015 Page 2 CITY OF DENTON, TEXAS ACKNOWLEDGMENT .0 George C. Campbell Denton City Manager APPROVED AS TO LEGAL FORM By: Anita Burgess Denton City Attorney City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -240, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: April 7, 2015 SUBJECT Consider nominations /appointments to the City's Boards and Commissions: Health & Building Standards Commission and Human Services Advisory Committee. BACKGROUND Below are the vacancies for Boards and Commissions that require nominations. Health & Building Standards Commission - There are two Alternate positions vacant. These are nominations for the entire Council. Council Member Roden has nominated Kurt Hansen for one of the positions. Human Services Advisory Committee - There are two All positions vacant. These are nominations for the entire Council. Council Member Roden has nominated Darrell Barnes for one of the positions and Hannah Garcia for the other position. Nominations could be made and voted on at this meeting should the Council desire. Approval would be contingent on completion of the confirmation process. If you require any further information, please let me know. Respectfully submitted: Jennifer Walters City Secretary City of Denton Page 1 of 1 Printed on 4/2/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -251, Version: 1 DEPARTMENT: ACM: Date: Finance Bryan Langley April 7, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $98,925,000 in principal amount of "City of Denton Certificates of Obligation, Series 2015" (including up to $8,258,000 for General Government activities, up to $10,542,000 for Solid Waste Fund activities, and up to $80,125,000 for Electric, Water and Wastewater Fund activities); authorizing the issuance of the Certificates; delegating the authority to certain City officials to execute certain documents relating to the sale of the Certificates; approving and authorizing instruments and procedures relating to said Certificates; and enacting other provisions relating to the subject. BACKGROUND On March 3, 2015, the City Council adopted Ordinance No. 2015 -050 and 2015 -051 directing the publication of a Notice of Intention to issue Certificates of Obligation (COs) of the City of Denton for General Government, Solid Waste, Water, Wastewater, and Electric System projects. The notices were published on March 7, 2015, and March 14, 2015, in the Denton Record Chronicle, as required by state law. The COs will be issued as a single series of obligations and may include up to $1,250,000 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 projects plus related issuance costs. 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 City of Denton Page 1 of 5 Printed on 4/2/2015 File #: ID 15 -251, Version: 1 Staff recommends the sale of $10,350,000 in COs for Solid Waste projects plus related issuance costs. 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 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 Staff recommends the sale of $3,000,000 in COs for Water projects plus related issuance costs. 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 City of Denton Page 2 of 5 Printed on 4/2/2015 File M ID 15 -251, Version: 1 Total - Water $ 3,000,000 Staff recommends the sale of $8,300,000 in COs for Wastewater projects plus related issuance costs. 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 Staff recommends the sale of $67,925,000 in COs for Electric projects plus related issuance costs. 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 - 2. Spencer to Pockrus 138kV Transmission Line - 3. Kings Row to Denton North 69kV Transmission Line (Yellow) - 4. North Lakes to Bonnie Brae 69kV Transmission Line - 5. Spencer Switch to Locust 69kV Transmission Line - 6. Hickory to Locust 69kV Transmission Line - 7. Kings Row Substation - 8. Eagle (UNT) Substation - 9. Locust Substation - 10. Hickory Substation - 11. North Spencer Substation - 12. Arco Substation - 13. Masch Branch Switch Station - 14. Long Road Substation (Hills of Denton) - 15. Underwood Substation - 16. Brinker Substation - 17. Mayhill Substation - 18. Woodrow Substation - 19. Teasley to Pockrus Transmission Line Reconstruction (TMPA) - 20. New West Switch Station - 21. TMPA Spencer Interchange - 22. NERC /ERCOT Compliance - 23. Substation Security - Subtotal - Electric Transmission Projects $ 4,386,000 $ 1,637,000 $ 3,691,000 $ 1,239,000 $ 420,000 $ 2,553,000 $ 2,767,000 $ 683,000 $ 511,000 $ 657,000 $ 781,000 $ 8,039,000 $ 528,000 $ 733,000 $ 915,000 $ 719,000 $ 912,000 $ 1,617,000 $ 5,326,000 $ 314,000 $ 85,000 $ 100,000 $ 120,000 $38,733,000 City of Denton Page 3 of 5 Printed on 4/2/2015 File #: ID 15 -251, Version: 1 24. Distribution Feeders & Extensions - 25. New Residential & Commercial - 26. Distribution Transformers - 27. Building Upgrades & Improvements - 28. Automated Meter Reading - 29. Over/Under Conversions - 30. Power Factor Improvements - 31. Street Lighting - 32. Contingency - 33. Tools & Equipment - 34. Communications Equipment - Subtotal - Electric Distribution Projects Electric Projects Grand Total - $16,240,000 $ 4,413,000 $ 2,424,000 $ 3,058,000 $ 917,000 $ 350,000 $ 623,000 $ 206,000 $ 300,000 $ 126,000 $ 535,000 $29,192,000 $67,925,000 Of the $98,925,000 CO issuance, approximately $81,614,500 was 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 CO issuance: $10,450,000 will be 5 year debt, $2,850,000 will be 10 year debt, $16,450,000 will be 20 year debt, and $67,925,000 will be 30 year debt. In addition, the 20 and 30 year debt issues will also have a 10 year call feature. The additional $1,250,000 is for the cost of issuance and to allow flexibility in marketing and pricing the bond sale. Since bond market conditions can change rapidly, staff is recommending that the City Council approve a delegated parameters sale for the COs. The parameters ordinance sets the following requirements in order to complete the sale of the COs. - Maximum amount of sale is $98,925,000 - Final stated maturity of February 15, 2045 - Maximum net effective interest rate of 4.50% - Delegation authority ends October 7, 2015 By doing so, City staff will be authorized to execute the sale without additional Council approval. Once the City of Denton Page 4 of 5 Printed on 4/2/2015 File #: ID 15 -251, Version: 1 exact terms of the transaction are determined, staff will provide the City Council with additional information in an informal staff report. RECOMMENDATION Staff recommends approval 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. The Audit/Finance Committee unanimously recommended approval to forward the upcoming bond issuance to the City Council for consideration. On March 3, 2015, the City Council adopted Ordinance No. 2015 -050 and 2015 -051 directing the publication of Notice of Intention to Issue Certificates of Obligation of the City of Denton totaling $98,925,000. On March 6, 2015, the 2014 Bond Oversight Committee also received a presentation on the General Obligation bond sale. EXHIBITS Exhibit l: Preliminary Official Statement Exhibit 2: Ordinance Respectfully submitted: Chuck Springer 349 -8260 Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance City of Denton Page 5 of 5 Printed on 4/2/2015 . n, _c c c c� c -o c i� c ce' � � c c n, -o v ' Exhibit 1 DRAFT PRELIMINARY OFFICIAL, STATEMENT Ratings: Rest outl p est Fitch:., ". Dated May _, 2015 S &P: " (See "Other Information - NEW ISSUE - Book-Entry-Only Ratings" herein) In the opinion of Bond Counsel, interest on the Certificates will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. THE CERTIFICATES WILL NOT BE DESIGNATED AS "QUALIFIED TAX - EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS $87,980,000* CITY OF DENTON, TEXAS (Denton County) CERTIFICATES OF OBLIGATION, SERIES 2015 Dated Date: June 1, 2015 Interest Accrues from Delivery Date Due: February 15, as shown below PAYMENT TERMS ... Interest on the $87,980,000* City of Denton, Texas Certificates of Obligation, Series 2015 (the "Certificates ") will accrue from the delivery date (the "Delivery Date "), will be payable February 15 and August 15 of each year, commencing February 15, 2016, until maturity or prior redemption, and will be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ( "DTC ") pursuant to the Book -Entry-Only System described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Certificates will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent /Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "The Obligations - Book - Entry-Only System" herein. The initial Paying Agent /Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Obligations - Paying Agent /Registrar "). AUTHORITY FOR ISSUANCE ... The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, (the "State ") particularly Subchapter C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971), as amended, and Texas Government Code, Chapter 1371, as amended, and constitute direct obligations of the City of Denton, Texas (the "City "), payable from a combination of (i) the levy and collection of a direct annual ad valorem tax, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge of surplus net revenues of the City's Utility System not in excess of $1,000, as provided in the Certificate Ordinance (defined herein) authorizing the Certificates (see "The Obligations - Authority for Issuance "). PURPOSE .. . Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and equipment for, and acquiring, constricting, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constricting, installing and equipping parking facilities; (e) acquisition of land and buildings to be used for administration facilities and /or park purposes; (f) acquiring, constricting, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool facilities; and (g) acquiring, constricting, installing and equipping replacement facility for Fire Station Number 2, including related site preparation, and acquiring, constricting, installing and equipping a new fire station, including the acquisition of land therefor; (h) acquisition of vehicles and equipment for, and acquiring, constricting, installing and equipping additions, extensions, renovations and improvements to, the City's waterworks and sewer system; (i) acquisition of equipment for, and acquiring, constricting, installing and equipping additions, extensions, renovations and improvements to, the City's electric light and power system and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates (see "Plan of Financing "). MATURITY SCHEDULE See page 2 SEPARATE ISSUES ... The Certificates are being offered by the City concurrently with the "City of Denton General Obligation Refunding and Improvement Bonds, Series 2015" (the "Bonds "), and such Certificates and Bonds are hereinafter sometimes referred to collectively as the "Obligations." The Certificates and Bonds are separate and distinct securities offerings being issued and sold independently except for the common Official Statement, and, while the Obligations share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the type of obligation being offered, its terns for payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and other features. LEGALITY ... The Certificates are offered for delivery when, as and if issued and received by the Initial Purchaser subject to the approving opinion of the Attorney General of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Forms of Bond Counsel's Opinions "). DELIVERY ... It is expected that the Certificates will be available for delivery through The Depository Trust Company on June , 2015. SEALED BIDS DUE MAY _, 2015, AT 11:00 AM, CDT * Preliminary, subject to change. See "Adjustment of Principal Amount and/or Types of Bids" herein. Principal Amount Maturity $2,565,000 2016 3,515,000 2017 3,645,000 2018 3,810,000 2019 4,015,000 2020 1,980,000 2021 2,080,000 2022 2,190,000 2023 2,310,000 2024 2,430,000 2025 2,230,000 2026 2,345,000 2027 2,470,000 2028 2,595,000 2029 2,740,000 2030 MATURITY SCHEDULE* Interest CUSIP Rate Yield Suffix (1) CUSIP Prefix: 248866 (n) Principal Interest Amount Maturity Rate $2,885,000 2031 3,035,000 2032 3,190,000 2033 3,360,000 2034 3,540,000 2035 2,520,000 2036 2,630,000 2037 2,740,000 2038 2,855,000 2039 2,975,000 2040 3,120,000 2041 3,285,000 2042 3,455,000 2043 3,640,000 2044 3,830,000 2045 CUSIP Yield Suffix (1) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither of the City or the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION ... The City reserves the right, at its option, to redeem Certificates having stated maturities on and after February 15, 2026, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2025, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Obligations — Optional Redemption "). * Preliminary, subject to change. See "Adjustment of Principal Amount and /or Types of Bids" herein. 2 - U U� o s; 2 s u .c G U� .n .n � o 0 >, o U o is� � a o o G. G o o � o 2 G � G un G >� DRAFT irst5mithw e PRELIMINARY OFFICIAL STATEMENT Ratings: Fst Fitch: „ Dated May _, 2015 S &P: it (See "Other Information - NEW ISSUE - Book -Entry -Only Ratings" herein) In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAX - EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS $43,150,000* CITY OF DENTON, TEXAS (Denton County) D E ''17 .. GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2015 Dated Date: June 1, 2015 Due: February 15, as shown below Interest Accrues from Delivery Date PAYMENT TERMS ... Interest on the $43,150,000* City of Denton, Texas General Obligation Refunding and Improvement Bonds, Series 2015 (the "Bonds ") will accrue from the delivery date (the "Delivery Date "), will be payable August 15 and February 15 of each year, commencing August 15, 2015, until maturity or prior redemption, and will be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ( "DTC ") pursuant to the Book - Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent /Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "The Obligations - Book- Entry-Only System" herein. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Obligations - Paying Agent/Registrar "). AUTHORITY FOR ISSUANCE ... The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, (the "State ") including particularly Texas Government Code, Chapters 1207, 1371 and 1331, as amended, and are direct obligations of the City of Denton, Texas (the "City "), payable from an annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, as provided in the Bond Ordinance (defined herein) authorizing the Bonds (see "The Obligations - Authority for Issuance" and "The Obligations — Security and Source of Payment "). PURPOSE ... Proceeds of the Bonds are expected to be used (i) to refund certain outstanding obligations of the City described on Schedule I attached hereto (the "Refunded Obligations ") for debt service savings; (ii) for street improvements, public safety facilities improvements, stormwater drainage and flood control improvements, and park system improvements, and (iii) to pay the costs associated with the issuance of the Bonds (see "Plan of Financing "). MATURITY SCHEDULE See page 4 SEPARATE ISSUES ... The Bonds are being offered by the City concurrently with the "City of Denton Certificates of Obligation, Series 2015" (the "Certificates "), under a common Official Statement, and such Bonds and Certificates are hereinafter sometimes referred to collectively as the "Obligations." The Bonds and Certificates are separate and distinct securities offerings being issued and sold independently except for the common Official Statement, and, while the Obligations share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the type of obligation being offered, its terms for payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and other features. LEGALITY ... The Bonds are offered for delivery when, as and if issued and received by the Initial Purchaser subject to the approving opinion of the Attorney General of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Forms of Bond Counsel's Opinions "). DELIVERY ... It is expected that the Bonds will be available for delivery through The Depository Trust Company on June 2015. SEALED BIDS DUE MAY _, 2015, AT 11:30 AM, CDT * Preliminary, subject to change. See "Adjustment of Principal Amount and /or Types of Bids" herein. Principal Amount Maturity $ 640,000 2016 1,125,000 2017 2,435,000 2018 2,555,000 2019 2,675,000 2020 2,815,000 2021 2,975,000 2022 3,135,000 2023 3,300,000 2024 3,480,000 2025 MATURITY SCHEDULE* Interest Initial CUSIP Rate Yield Suffix(') Principal Amount Maturity $ 3,660,000 2026 3,080,000 2027 1,645,000 2028 1,195,000 2029 1,260,000 2030 1,320,000 2031 1,375,000 2032 1,430,000 2033 1,495,000 2034 1,555,000 2035 CUSIP Prefix: 248866 (n) Interest Initial CUSIP Rate Yield Suffix (1) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither of the City or the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION ... The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2026, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2025, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Obligations — Optional Redemption "). * Preliminary, subject to change. See "Adjustment of Principal Amount and /or Types of Bids" herein. 4 This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation, or sale. No dealer, broker, salesperson, or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, ifgiven or made, such other information or representations must not be relied upon. For purposes of compliance with Rule 15c 2 -12 of the Securities and Exchange Commission (the "Rule'), this document constitutes an Official Statement of the City with respect to the Obligations that has been "deemed final" by the City as of its date except for the omission of no more than the information permitted by the Rule. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the representation, promise, or guarantee of the Financial Advisor. Any information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein since the date hereof. See "Other Information - Continuing Disclosure of Information" for a description of the City's undertaking to provide certain information on a continuing basis. Neither the City nor its Financial Advisor make any representation as to the accuracy, completeness, or adequacy of the information supplied by The Depository Trust Company for use in this Official Statement. THIS OFFICIAL STATEMENT CONTAINS "FORWARD- LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE, AND ACHIEVEMENTS TO BE DIFFERENT FROM FUTURE RESULTS, PERFORMANCE, AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD - LOOKING STATEMENTS INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLYFROM THOSE SET FORTH IN THE FORWARD- LOOKING STATEMENTS. THE OBLIGATIONS ARE EXEMPT FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE OBLIGATIONS IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTION IN WHICH THE OBLIGATIONS HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. TABLE OF CONTENTS OFFICIAL STATEMENT SUMMARY ...... ..............................6 INVESTMENTS ........................................................................ 32 TABLE 14- CURRENT INVESTMENTS ... ............................... 33 CITY OFFICIALS, STAFF AND CONSULTANTS .................8 ELECTED OFFICIALS .............................. ............................... 8 SELECTED ADMINISTRATIVE STAFF ........ ..............................8 CONSULTANTS AND ADVISORS ............... ..............................8 INTRODUCTION ......................................... ............................... 9 PLAN OF FINANCING THE OBLIGATIONS ................................... .............................10 TAX INFORMATION .................................. .............................15 37 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL 37 OBLIGATION DEBT ...................... .............................21 37 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY ................................. .............................22 37 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY................................... ............................... 23 TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY..23 LEGAL OPINIONS ................................ ............................... TABLE 5 - TEN LARGEST TAXPAYERS .. .............................23 AUTHENTICITY OF FINANCIAL DATA AND OTHER TABLE 6 - ESTIMATED OVERLAPPING TAX DEBT ..............24 INFORMATION .......................... ............................... DEBT INFORMATION ............................... .............................25 TABLE 7 - GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS .......................... .............................25 TABLE 8 - INTEREST AND SINKING FUND BUDGET PROJECTION .............................. ............................... 26 TABLE 9 - COMPUTATION OF SELF - SUPPORTING DEBT ..... 26 TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS ................... .............................26 TABLE 11 - OTHER OBLIGATIONS ........ .............................27 FINANCIAL INFORMATION .................... .............................29 37 TABLE 12 - CHANGES IN NET POSITION ............................29 37 TABLE 12A - GENERAL FUND REVENUES AND 37 EXPENDITURE HISTORY .............. .............................30 TABLE 13 - MUNICIPAL SALES TAX HISTORY ...................31 37 TAX MATTERS ......................................... ............................... 34 CONTINUING DISCLOSURE OF INFORMATION............ 36 OTHER INFORMATION ......................... ............................... 37 RATINGS............................................. ............................... 37 LITIGATION ......................................... ............................... 37 REGISTRATION AND QUALIFICATION OF OBLIGATIONS FORSALE ................................. ............................... 37 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS .......... ............................... 37 LEGAL OPINIONS ................................ ............................... 38 AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION .......................... ............................... 38 FINANCIAL ADVISOR ........................... ............................... 38 INITIAL PURCHASER OF THE BONDS .... ............................... 39 INITIAL PURCHASER OF THE CERTIFICATES ........................ 39 CERTIFICATION OF THE OFFICIAL STATEMENT .................. 39 FORWARD - LOOKING STATEMENTS DISCLAIMER ................ 39 MISCELLANEOUS ................................ ............................... 39 SCHEDULE OF REFUNDED OBLIGATIONS ......... Schedule I APPENDICES GENERAL INFORMATION REGARDING THE CITY ................. A EXCERPTS FROM THE ANNUAL FINANCIAL REPORT .......... B FORMS OF BOND COUNSEL'S OPINIONS ............................. C The cover page hereof, this page, the schedule, the appendices included herein and any addenda, supplement or amendment hereto, are part of the Official Statement. OFFICIAL STATEMENT SUMMARY This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Bonds and Certificates to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official Statement. THE CITY ...... ............................... The City of Denton (the "City") is a political subdivision and municipal corporation of the State, located in Denton County, Texas. The City covers approximately 97.411 square miles (see "Introduction - Description of the City"). THE BONDS ... ............................... The $43,150,000* City of Denton General Obligation Refunding and Improvement Bonds, Series 2015 are to mature on February 15 in the years 2016 through 2035 (see "The Obligations - Description of the Obligations "). THE CERTIFICATES ..................... The $87,980,000* City of Denton Certificates of Obligation, Series 2015 are to mature on February 15 in the years 2016 through 2045 (see "The Obligations - Description of the Obligations"). PAYMENT OF INTEREST .............. Interest on the Bonds accrues from the Delivery Date (defined herein) and is payable August 15, 2015 and each February 15 and August 15 thereafter until maturity or prior redemption. Interest on the Certificates accrues from the Delivery Date and is payable February 15, 2016 and each August 15 and February 15 thereafter until maturity or prior redemption (see "The Obligations - Description of the Obligations" and "The Obligations - Optional Redemption "). AUTHORITY FOR ISSUANCE.......... The Bonds are issued pursuant to the Constitution and general laws of the State, including particularly Texas Government Code, Chapters 1207, 1371 and 1331, as amended, and an ordinance (the "Authorizing Bond Ordinance ") of the City in which the City Council delegated to each of the City Manager and the Assistant City Manager authority to complete the sale of the Bonds. The terms of the sale will be included in a "Pricing Certificate," which will complete the sale of the Bonds (the Authorizing Bond Ordinance and the Pricing Certificate for the Bonds are jointly referred to as the 'Bond Ordinance ") (see "The Obligations - Authority for Issuance "). The Certificates are issued pursuant to the Constitution and general laws of the State, particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and Texas Government Code, Chapter 1371, as amended, and an ordinance (the "Authorizing Certificate Ordinance ") of the City in which the City Council delegated to each of the City Manager and the Assistant City Manager authority to complete the sale of the Certificates. The terms of the sale will be included in a "Pricing Certificate," which will complete the sale of the Certificates (the Authorizing Certificate Ordinance and the Pricing Certificate for the Certificates are jointly referred to as the "Certificate Ordinance ") (see "The Obligations - Authority for Issuance "). SECURITY FOR THE BONDS .......... The Bonds constitute direct obligations of the City, payable from a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property located within the City (see "The Obligations - Security and Source of Payment "). SECURITY FOR THE CERTIFICATES .. ............................ The Certificates constitute direct obligations of the City, payable from a combination of (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (see "The Obligations - Security and Source of Payment "). REDEMPTION ............................... The City reserves the right, at its option, to redeem Bonds and Certificates, as the case may be, having stated maturities on and after February 15, 2026, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2025, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Obligations - Optional Redemption "). TAX EXEMPTION ............................ In the opinion of Bond Counsel, the interest on the Obligations will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. * Preliminary, subject to change. USE OF PROCEEDS ....................... Proceeds of the Bonds are expected to be used (i) to refund certain outstanding obligations of the City described on Schedule I attached hereto (the "Refunded Obligations ") for debt service savings; (ii) for street improvements, public safety facilities improvements, stormwater drainage and flood control improvements, and park system improvements, and (iii) to pay the costs associated with the issuance of the Bonds (see "Plan of Financing "). Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constructing, installing and equipping parking facilities; (e) acquisition of land and buildings to be used for administration facilities and /or park purposes; (f) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool facilities; and (g) acquiring, constructing, installing and equipping replacement facility for Fire Station Number 2, including related site preparation, and acquiring, constructing, installing and equipping a new fire station, including the acquisition of land therefor; (h) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's waterworks and sewer system; (i) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's electric light and power system and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates (see "Plan of Financing "). RATINGS .......... ............................ The Obligations and the presently outstanding general obligation debt of the City are rated "" by Fitch Ratings ( "Fitch ") and "" by Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business ( "S &P "). Boox -ENTRY -ONLY SYSTEM...... The definitive Obligations will be initially registered and delivered only to Cede & Co., the nominee of DTC pursuant to the Book - Entry-Only System described herein. Beneficial ownership of the Obligations may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Obligations will be made to the beneficial owners thereof. Principal of, premium if any, and interest on the Obligations will be payable by the Paying Agent /Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations (see "The Obligations - Book -Entry-Only System "). PAYMENT RECORD ...................... The City has never defaulted on the payment of its tax - supported indebtedness. SELECTED FINANCIAL INFORMATION Net Ratio Net Fiscal Taxable Tax Debt Per Capita Tax Debt to Year Taxable Assessed Outstanding Net Funded Taxable % of Ended Estimated Assessed Valuation at End of Tax Assessed Total Tax 9/30 Population (1) Valuation (2) Per Capita Fiscal Year (7) Debt Valuation Collections 2011 114,517 $6,230,117,958 $54,403 $116,165,650 $1,014 1.86% 99.72% 2012 115,662 6,412,375,004 (3) 55,441 113,939,700 985 1.78% 99.71% 2013 117,397 6,716,711,368 (4) 57,214 120,375,588 1,025 1.79% 99.66% 2014 119,158 6,979,224,274 (5) 58,571 123,827,115 1,039 1.77% 99.35% 2015 120,945 7,797,177,608 (6) 64,469 133,364,058 ($) 1,103($) 1.71% 0.00% (9) (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. Source: Denton Central Appraisal District as of September 3, 2014. (7) Excludes self - supported general obligation debt. (8) Includes a portion of the Bonds and Certificates. Excludes the Refiinded Obligations. Preliminary, subject to change. (9) Collections for part year only, through March 1, 2015. CITY OFFICIALS, STAFF AND CONSULTANTS ELECTED OFFICIALS Term City Council Expires Chris Watts May, 2016 Mayor Kevin Roden May, 2015 Councilmember, District 1 John Ryan May, 2015 Councilmember, District 2 Jim Engelbrecht May, 2015 Councilmember, District 3 Joey Hawkins May, 2015 Councilmember, District 4 Dalton Gregory May, 2016 Councilmember, At Large Place 5 Greg Johnson May, 2016 Councilmember, At Large Place 6 SELECTED ADMINISTRATIVE STAFF Name Position George C. Campbell City Manager Jon Fortune Assistant City Manager John Cabrales Assistant City Manager Howard Martin Assistant City Manager Bryan Langley Assistant City Manager /CFO Chuck Springer Director of Finance Jennifer K. Walters City Secretary Anita Burgess City Attorney CONSULTANTS AND ADVISORS Auditors.......................................................................................................................................... ............................... Weaver, LLP Dallas, Texas Bond Counsel .............................................................................................. ............................... McCall, Parkhurst & Horton L.L.P. Dallas, Texas Financial Advisor ............................................................................................... ............................... First Southwest Company, LLC Fort Worth, Texas For additional information regarding the City, please contact Bryan Langley David Medanich Assistant City Manager /CFO Laura Alexander City of Denton First Southwest Company 215 E. McKinney Street or 777 Main Street, Suite 1200 Denton, Texas 76201 Fort Worth, Texas 76102 (940) 349 -8224 (817) 332 -9710 8 OFFICIAL STATEMENT RELATING TO CITY OF DENTON, TEXAS $43,150,000* $87,980,000* GENERAL OBLIGATION REFUNDING CERTIFICATES OF OBLIGATION, SERIES 2015 AND IMPROVEMENT BONDS, SERIES 2015 INTRODUCTION This Official Statement, which includes the Schedule and Appendices hereto, provides certain information regarding the issuance of $43,150,000* City of Denton. Texas General Obligation Refunding and Improvement Bonds, Series 2015 (the "Bonds ") and $87,980,000* City of Denton, Texas Certificates of Obligation, Series 2015 (the "Certificates "). The Bonds and the Certificates (collectively the "Obligations ") are separate and distinct securities offerings being authorized for issuance under separate ordinances (the "Bond Ordinance" and the "Certificate Ordinance ", respectively, each as defined below, and collectively the "Ordinances ") adopted by the City Council of the City, but are being offered and sold pursuant to a common Official Statement, and while the Bonds and Certificates share certain common attributes, each issue is separate and apart from the other and should be reviewed and analyzed independently, including the kind and type of obligation being issued, its terms of payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and the covenants and agreements made with respect thereto. The City Council adopted an ordinance on April 7, 2015 authorizing the issuance of the Bonds (the "Authorizing Bond Ordinance "). In the Authorizing Bond Ordinance, as permitted by the provisions of Chapters 1207 and 1371, Texas Government Code, as amended, the City Council delegated the authority to each of the City Manager and the Assistant City Manager to establish the terms and details of the Bonds and to effect the sale of the Bonds pursuant to a "Pricing Certificate" (the Authorizing Bond Ordinance and the Pricing Certificate for the Bonds are jointly referred to as the "Bond Ordinance "). The City Council adopted an ordinance on April 7, 2015 authorizing the issuance of the Certificates (the "Authorizing Certificate Ordinance "). In the Authorizing Certificate Ordinance, as permitted by the provisions of Chapters 1371, Texas Government Code, as amended, the City Council delegated the authority to each of the City Manager and the Assistant City Manager to establish the terms and details of the Certificates and to effect the sale of the Certificates pursuant to a "Pricing Certificate" (the Authorizing Certificate Ordinance and the Pricing Certificate for the Certificates are jointly referred to as the "Certificate Ordinance "). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in each respective Ordinance, except as otherwise indicated herein. There follows in this Official Statement descriptions of the Obligations and certain information regarding the City and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor, First Southwest Company, LLC, Dallas, Texas. DESCRIPTION OF THE CITY ... The City of Denton, Texas (the "City") is a political subdivision located in Denton County operating as a home -rule city under the laws of the State of Texas and a charter approved by the voters in 1959. The City operates under the Council/Manager form of government where the Mayor and six Councilmembers are elected for staggered two -year terms. The City Council formulates operating policy for the City while the City Manager is the chief administrative officer. The City is approximately 97.411 square miles in area. PLAN OF FINANCING PURPOSE ... Proceeds of the Bonds are expected to be used (i) to refund certain outstanding obligations of the City described on Schedule I attached hereto (the "Refunded Obligations ") for debt service savings; (ii) for street improvements, public safety facilities improvements, stormwater drainage and flood control improvements, and park system improvements, and (iii) to pay the costs associated with the issuance of the Bonds. Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constructing, installing and equipping parking facilities; (e) acquisition of land and buildings to be used for administration facilities and /or park purposes; (f) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool facilities; and (g) acquiring, constructing, installing and equipping replacement facility for Fire Station Number 2, including related site preparation, and acquiring, constructing, installing and equipping a new fire station, including the acquisition of land therefor; (h) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's waterworks and sewer system; (i) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's electric light and power system and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates. * Preliminary, subject to change. REFUNDED BONDS ... Proceeds from the sale of the Bonds will be used in part to refund the Refunded Bonds. The principal and interest due on the Refunded Bonds are to be paid on the redemption date of such Refunded Bonds as shown in Schedule I, from funds to be deposited pursuant to an escrow agreement with respect to the Refunded Bonds (the "Refunded Bonds Escrow Agreement ") between the City and The Bank of New York Mellon Trust Company, N.A. (the "Refunded Bonds Escrow Agent "). The Bond Ordinance provides that from the proceeds of the sale of the Bonds received from the Initial Purchasers, together with other funds of the City, the City will deposit with the Refunded Bonds Escrow Agent an amount which, together with the Refunded Bonds Escrowed Securities (defined below) purchased with a portion of the Bond proceeds and the interest to be earned on such Refunded Bonds Escrowed Securities, will be sufficient to accomplish the discharge and final payment of the Refunded Bonds on their redemption date. Such funds will be held by the Refunded Bonds Escrow Agent in a special escrow account (the "Refunded Bonds Escrow Fund ") and used to purchase direct obligations of the United States of America (the "Refunded Bonds Escrowed Securities "). Under the Refunded Bonds Escrow Agreement, the Refunded Bonds Escrow Fund is irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds. Grant Thornton LLP ( "Grant Thornton "), certified public accountants, a nationally recognized accounting firm, will issue its report (the "Report") verifying at the time of delivery of the Bonds to the Initial Purchasers thereof the mathematical accuracy of the schedules that demonstrate the Refunded Bonds Escrowed Securities will mature and pay interest in such amounts which, together with uninvested funds, if any, in the Refunded Bonds Escrow Fund, will be sufficient to pay, when due, the principal of and interest on the Refunded Bonds. Such maturing principal of and interest on such Refunded Bonds Escrowed Securities will not be available to pay the Bonds (see "Other Information — Verification of Arithmetical and Mathematical Computations "). By deposit of the Refunded Bonds Escrowed Securities and cash, if necessary, with the Refunded Bonds Agent pursuant to the Refunded Bonds Agreement, the City will have effected the defeasance of all the Refunded Bonds in accordance with the law. It is the opinion of Bond Counsel that as a result of such defeasance and in reliance upon the report of Grant Thornton, the Refunded Bonds will be outstanding only for the purpose of receiving payments from the Refunded Bonds Escrowed Securities on deposit in the Refunded Bonds Escrow Fund and any cash held for such purpose by the Refunded Bonds Agent and such Refunded Bonds will not be deemed as being outstanding obligations of the City payable from taxes or other revenues received by the City, as the case may be, or for the purpose of applying any limitation on the issuance of debt, and the City will have no further responsibility with respect to amounts available in the Refunded Bonds Escrow Fund for the payment of the Refunded Bonds from time to time, including any insufficiency therein caused by the failure of to receive pay when due on the Refunded Bonds Escrowed Securities. THE OBLIGATIONS DESCRIPTION OF THE OBLIGATIONS ... The Obligations are dated June 1, 2015, and mature on February 15 in each of the years and in the amounts shown on the cover page and page 3 hereof. Interest will accrue from the date of initial delivery thereof (the "Delivery Date "), will be computed on the basis of a 360 -day year of twelve 30 -day months, and will be payable on August 15 and February 15 of each year, commencing August 15, 2015 for the Bonds and commencing February 15, 2016 for the Certificates, until maturity or prior redemption. The definitive Obligations will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ( "DTC ") pursuant to the Book - Entry-Only System described herein. No physical delivery of the Obligations will be made to the beneficial owners thereof. Principal of, premium if any, and interest on the Obligations will be payable by the Paying Agent /Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations. See "The Obligations - Book- Entry-Only System" herein. AUTHORITY FOR ISSUANCE ... The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapters 1207, 1371 and 1331, Texas Government Code, as amended, and the Bond Ordinance. The Certificates are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and Texas Government Code, Chapter 1371, as amended, and the Certificate Ordinance. SECURITY AND SOURCE OF PAYMENT ... The Bonds ... The Bonds constitute direct obligations of the City and the principal thereof and interest thereon are payable from an annual ad valorem tax levied by the City, within the limits prescribed by law, upon all taxable property in the City, as provided in the Bond Ordinance. The Certificates ... The Certificates constitute direct obligations of the City, payable from a combination of (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (consisting of the electric system and the waterworks and sewer system). 10 TAx RATE LIMITATION ... All taxable property within the City is subject to the assessment, levy and collection by the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax debt, including the Obligations, within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the City adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attorney General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all general obligation debt, as calculated at the time of issuance and based on 90% tax collection factor. OPTIONAL, REDEMPTION ... The City reserves the right, at its option, to redeem the Obligations having stated maturities on and after February 15, 2026 in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2025 or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Bonds or Certificates are to be redeemed, the City may select the maturities of Bonds or Certificates, as the case may be, to be redeemed. If less than all the Bonds or Certificates of any maturity are to be redeemed, the Paying Agent/Registrar (or DTC while the Bonds or Certificates, as the case may be, are in Book - Entry-Only form) shall determine by lot the Bonds or Certificates, or portions thereof, within such maturity to be redeemed. If a Bond or Certificate (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Bond or Certificate (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the redemption date. With respect to any optional redemption of the Bonds or Certificates, as the case may be, unless certain prerequisites to such redemption required by the respective Ordinance have been met and money sufficient to pay the principal of and premium if any, and interest on the Bonds or Certificates, as the case may be, to be redeemed will have been received by the Paying Agent /Registrar prior to the giving of such notice of redemption, such notice may state that said redemption will, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force and effect, the City will not redeem such Bonds or Certificates, as the case may be, and the Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the effect that the Bonds or Certificates, as the case may be, have not been redeemed. NOTICE OF REDEMPTION ... Not less than 30 days prior to a redemption date for the Obligations, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Obligations to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent /Registrar at the close of business on the business day next preceding the date of mailing such notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. IF AN OBLIGATION (OR ANY PORTION OF ITS PRINCIPAL SUM) SHALL HAVE BEEN DULY CALLED FOR REDEMPTION AND NOTICE OF SUCH REDEMPTION DULY GIVEN, THEN UPON THE REDEMPTION DATE SUCH OBLIGATION (OR THE PORTION OF ITS PRINCIPAL SUM TO BE REDEEMED) SHALL BECOME DUE AND PAYABLE, AND, IF MONIES FOR THE PAYMENT OF THE REDEMPTION PRICE ARE HELD FOR THE PURPOSE OF SUCH PAYMENT BY THE PAYING AGENT /REGISTRAR AND ALL OTHER CONDITIONS TO REDEMPTION ARE SATISFIED, INTEREST SHALL CEASE TO ACCRUE AND BE PAYABLE FROM AND AFTER THE REDEMPTION DATE ON THE PRINCIPAL AMOUNT REDEEMED. DEEEASANCE ... The Ordinances provide that any Obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Obligation ") within the meaning of such Ordinance when payment of the principal of such Obligation, plus interest thereon to the due date either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent /Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Obligations shall have become due and payable. At such time as an Obligation shall be deemed to be a Defeased Obligation hereunder, as aforesaid, such Obligation and the interest thereon shall no longer be secured by, payable from or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in the Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as herembefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Obligations and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing to the City. The Ordinances provide that "Government Obligations" means (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally M guaranteed or insured by the agency or instrumentality and that, on the date the City Council approves such defeasance, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council approves such defeasance, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (d) any other then authorized securities or obligations under applicable Texas state law that may be used to defense obligations such as the Obligations. There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defense the Obligations. Because the Ordinances do not contractually limit such investments, registered owners will be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under State law. There is no assurance that any particular rating for U.S. Treasury securities used as Government Obligations or the rating for any other Government Obligations will be maintained at any particular rating category. Upon such deposit as described above, such Defeased Obligations shall no longer be regarded to be outstanding obligations payable from ad valorem taxes levied by the City or from the other revenues pledged to their payment in the Ordinances, but will be payable only from the funds and Government Obligations deposited in escrow and will not be considered debt of the City for any purpose. After firm banking and financial arrangements for the discharge and final payment or redemption of the Obligations have been made as described above, all rights of the City to initiate proceedings to call the Obligations for redemption or take any other action amending the terms of the Obligations are extinguished; provided, however, that the right to call the Obligations for redemption is not extinguished if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Obligations for redemption; and (ii) gives notice of the reservation of that right to the owners of the Obligations immediately following the making of the firm banking and financial arrangements; (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. Boox -ENTRY -ONLY SYSTEM ... This section describes how ownership of the Obligations is to be transferred and how the principal of premium, if any, and interest on the Obligations are to be paid to and accredited by DTC while the Obligations are registered in its nominee name. The information in this section concerning DTC and the Book-Entry -Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City and the Underwriters believe the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The City and the Underwriters cannot and do not give any assurance that (1) DTC will distribute payments of debt service on the Obligations, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Obligations), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Obligations. The Obligations will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered security certificate will be issued for each maturity of the Obligations in the aggregate principal amount thereof and will be deposited with DTC. DTC, the world's largest securities depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has a Standard & Poor's rating of "AA + ". The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for the Obligations on DTC's records. The ownership interest of each actual purchaser of each Obligation ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the 12 transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owners entered into the transaction. Transfers of ownership interest in the Obligations are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Obligations, except in the event that use of the book -entry system for the Obligations is discontinued. To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Obligations with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Obligations; DTC's records reflect only the identity of the Direct Participant to whose account such Obligations are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the Obligation documents. For example, Beneficial Owners of Obligations may wish to ascertain that the nominee holding the Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Obligations within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Obligations unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Obligations will be made to DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar on payable dates in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as in the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent /Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the City and the Paying Agent /Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Obligation certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Obligations will be printed and delivered. Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood that while the Obligations are in the Book -Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Obligations, but (i) all rights of ownership must be exercised through DTC and the Book - Entry-Only System, and (ii) except as described above, notices that are to be given to registered owners under the Ordinances will be given only to DTC. Information concerning DTC and the Book - Entry-Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the City, the Financial Advisor or the Underwriters. EFFECT OF TERMINATION OF BOOK- ENTRY-ONLY SYSTEM ... In the event that the Book- Entry -Only System is discontinued by DTC or the use of the Book -Entry-Only System is discontinued by the City, printed Obligations will be issued to the holders and the Obligations will be subject to transfer, exchange and registration provisions as set forth in the Ordinances and summarized under "The Obligations - Transfer, Exchange and Registration" below. PAYING AGENT/REGISTRAR ... The initial Paying Agent /Registrar for the Bonds and the Certificates is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. In the Ordinances, the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds and Certificates are duly paid and any successor Paying Agent /Registrar shall be a commercial bank or trust company organized under the laws of the State of 13 Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent /Registrar for the Bonds and Certificates. Upon any change in the Paying Agent/Registrar for the Bonds and Certificates, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds and Certificates, as applicable, by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent /Registrar. In the event the use of the Book -Entry-Only system is discontinued, principal of the Bonds and Certificates is payable to the registered holder appearing on the registration books of the Paying Agent/Registrar (the "Registered Owner ") at the designated corporate trust office of the Paying Agent /Registrar upon surrender of the Bonds and Certificates for payment; provided, however, that so long as Cede & Co. (or other DTC nominee) is the registered owner of the Obligations, all payments will be made as described under "The Obligations - Book -Entry-Only System" herein. Interest on the Bonds and Certificates is payable to the Register Owners appearing on the registration books of the Paying Agent /Registrar at the close of business on the Record Date (identified below) and such interest shall be paid by the Paying Agent /Registrar by check mailed, first class postage prepaid, to the Register Owner or by such other arrangement, acceptable to the Paying Agent /Registrar, requested by and at the risk and expense of the Registered Owner. If the date for the payment of the principal of or interest on the Bonds and Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the designated corporate office of the Paying Agent /Registrar is located is authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. TRANSFER, EXCHANGE AND REGISTRATION . . . In the event the Book- Entry-Only System should be discontinued, printed Obligations will be delivered to the Registered Owners and thereafter the Obligations may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender of such printed Obligations to the Paying Agent /Registrar and such transfer or exchange shall be without expense or service charge to the Registered Owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Obligations may be assigned by the execution of an assignment form on the Obligations or by other instrument of transfer and assignment acceptable to the Paying Agent /Registrar. New Obligations will be delivered by the Paying Agent/Registrar, in lieu of the Obligations being transferred or exchanged, at the designated office of the Paying Agent /Registrar, or sent by United States mail, first class, postage prepaid, to the new Registered Owner or his designee. To the extent possible, new Obligations issued in an exchange or transfer of Obligations will be delivered to the Registered Owner or assignee of the Registered Owner in not more than three business days after the receipt of the Obligations to be canceled, and the written instrument of transfer or request for exchange duly executed by the Registered Owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Obligations registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Obligations surrendered for exchange or transfer. See "The Obligations— Book - Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Obligations. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Obligation called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the uncalled balance of an Obligation. RECORD DATE FOR INTEREST PAYMENT ... The record date ( "Record Date ") for the interest payable on the Bonds and Certificates on any interest payment date means the close of business on the last business day of the month next preceding such interest payment date. In the event of a non - payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest ( "Special Payment Date ", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Registered Owner of a Bond and Certificate appearing on the registration books of the Paying Agent /Registrar at the close of business on the last business day next preceding the date of mailing of such notice. AMENDMENTS ... In each Ordinance, the City has reserved the right to amend the Ordinance without the consent of any holder of the respective Obligation for the purpose of amending or supplementing the Ordinance to (i) cure any ambiguity, defect or omission therein that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of the Ordinance that do not materially adversely affect the interests of the holders, (iv) qualify the Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect or (v) make such other provisions in regard to matters or questions arising under the Ordinance that are not inconsistent with the provisions thereof and which, in the opinion of Bond Counsel for the City, do not materially adversely affect the interests of the holders. Each Ordinance further provides that the holders of the Bonds or Certificates, as applicable, aggregating in principal amount a majority of the outstanding Bonds or Certificates, as the case may be, shall have the right from time to time to approve any amendment not described above to the applicable Ordinance if it is deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in original principal amount of the then outstanding Bonds or 14 Certificates so affected, no amendment may be made for the purpose of. (i) making any change in the maturity of any of the outstanding Bonds or Certificates; (ii) reducing the rate of interest bome by any of the outstanding Bonds or Certificates; (iii) reducing the amount of the principal of, or redemption premium if any, payable on any outstanding Bonds or Certificates; (iv) modifying the terms of payment of principal or of interest or redemption premium on outstanding Bonds or Certificates, or imposing any condition with respect to such payment; or (v) changing the minimum percentage of the principal amount of the Bonds or Certificates necessary for consent to such amendment. Reference is made to the Ordinances for further provisions relating to the amendment thereof. REMEDIES ... Each Ordinance establishes specific events of default with respect to the respective series of Obligations. If the City defaults in the payment of the principal of or interest on the Bonds or Certificates when due or the City defaults in the observance or performance of any of the covenants, conditions, or obligations of the City, the failure to perform which materially, adversely affects the rights of the owners thereof, including but not limited to, their prospect or ability to be repaid in accordance with the respective Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any owner to the City, each Ordinance provides that any registered owner of a respective Obligation is entitled to seek a writ of mandamus from a court of proper jurisdiction requiring the City to make such payment or observe and perform such covenants, obligations, or conditions. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the respective Obligations or Ordinance and the City's obligations are not uncertain or disputed. The remedy of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Obligations in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Ordinances do not provide for the appointment of a trustee to represent the interest of the owners of the respective Obligations upon any failure of the City to perform in accordance with the terms of the Ordinances, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. The Texas Supreme Court has ruled in Tooke v. City of Mexia 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City's sovereign immunity from a suit for money damages, owners of Obligations may not be able to bring such a suit against the City for breach of the Obligations or Ordinance covenants in the absence of City action. Chapter 1371, Texas Government Code ( "Chapter 1371 "), which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing its debt, but in connection with the issuance of the Obligations, the City has not waived sovereign immunity. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City's property. Further, the Registered Owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds or the Certificates. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ( "Chapter 9 "). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Obligationholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinions of Bond Counsel will note that all opinions relative to the enforceability of the Obligations are qualified with respect to the customary rights of debtors relative to their creditors, by principles of governmental immunity, and by general principles of equity which permit the exercise of judicial discretion. Initially, the only Registered Owner of the Bonds and Certificates will be Cede & Co., as DTC's nominee. See "The Obligations - Book - Entry-Only System" herein for a description of the duties of DTC with regard to ownership of the Bonds and Certificates. THE REMAEVDER of THL4 PAGE LEFT BLANK INTENTLONALLY 15 TAX INFORMATION An VALOREM TAx LAW ... The appraisal of property within the City is the responsibility of the Denton Central Appraisal District (the "Appraisal District "). Excluding agricultural and open -space land, which may be taxed on the basis of productive capacity, the Appraisal District is required under V.T.C.A., Title I, Tax Code, as amended (the "Property Tax Code ") to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining the market value of property, different methods of appraisal may be used, including the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and the method considered most appropriate by the chief appraiser is to be used. State law requires the appraised value of a residence homestead to be based solely on the property's value as a residence homestead, regardless of whether residential use is considered to be the highest and best use of the property. State law further limits the appraised value of a residence homestead for a tax year to an amount that would not exceed the lesser of (1) the market value of the property for the most recent tax year that the market value was determined by the appraisal office or (2) the sum of (a) 10% of the property's appraised value in the preceding tax year, plus (b) the property's appraised value in the preceding tax year, plus (c) the market value of all new improvements to the property. The value placed upon property within the Appraisal District is subject to review by an Appraisal Review Board, consisting of members appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property within the Appraisal District at least every three years. The City may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the City by petition filed with the Appraisal Review Board. Reference is made to the Property Tax Code, for identification of property subject to taxation; property exempt or which may be exempted from taxation, if claimed; the appraisal of property for ad valorem taxation purposes; and the procedures and limitations applicable to the levy and collection of ad valorem taxes. Article VIII of the State Constitution ( "Article VIII ") and State law provide for certain exemptions from property taxes, the valuation of agricultural and open -space lands at productivity value, and the exemption of certain personal property from ad valorem taxation. Under Section 1 -b, Article VIII, and State law, the governing body of a political subdivision, at its option, may grant an exemption of not less than $3,000 of the market value of the residence homestead of persons 65 years of age or older and the disabled from all ad valorem taxes thereafter levied by the political subdivision. Once authorized, such exemption may be repealed or decreased or increased in amount (i) by the governing body of the political subdivision or (ii) by a favorable vote of a majority of the qualified voters at an election called by the governing body of the political subdivision, which election must be called upon receipt of a petition signed by at least 20% of the number of qualified voters who voted in the preceding election of the political subdivision. In the case of a decrease, the amount of the exemption may not be reduced to less than $3,000 of the market value. The surviving spouse of an individual who qualifies for the foregoing exemption for the residence homestead of a person 65 or older (but not the disabled) is entitled to an exemption for the same property in an amount equal to that of the exemption for which the deceased spouse qualified if (i) the deceased spouse died in a year in which the deceased spouse qualified for the exemption, (ii) the surviving spouse was at least 55 years of age at the time of the death of the individual's spouse and (iii) the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse. In addition to any other exemptions provided by the Property Tax Code, the governing body of a political subdivision, at its option, may grant an exemption of up to 20% of the market value of residence homesteads, with a minimum exemption of $5,000. In the case of residence homestead exemptions granted under Section 1 -b, Article VIII, ad valorem taxes may continue to be levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the payment of debt if cessation of the levy would impair the obligation of the contract by which the debt was created. Under Article VIII and State law, the governing body of a county, municipality or junior college district may provide for a freeze on total amount of ad valorem taxes levied on the residence homestead of a disabled person or persons 65 years of age or older above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon receipt of a petition signed by five percent of the registered voters of the county, municipality or junior college district, an election must be held to determine by majority vote whether to establish such a limitation on taxes paid on residence homesteads of persons 65 years of age or who are disabled. Upon providing for such exemption, the total amount of taxes imposed on such homestead cannot be increased except for improvements (other than maintenance, repairs or improvements required to comply with governmental requirements) and such freeze is transferable to a different residence homestead. Also, a surviving spouse of a taxpayer who qualifies for the freeze on ad valorem taxes is entitled to the same exemption so long as the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse and the spouse was at least 55 years of age at the time of the death of the individual's spouse. Once established such freeze cannot be repealed or rescinded. 16 State law and Section 2, Article VIII, mandate an additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces; the exemption applies to either real or personal property with the amount of assessed valuation exempted ranging from $5,000 to a maximum of $12,000, dependent upon the degree of disability or whether the exemption is applicable to a surviving spouse or children; provided, however, that beginning in the 2009 tax year, a disabled veteran who receives from the United States Department of Veterans Affairs or its successor 100 percent disability compensation due to a service- connected disability and a rating of 100 percent disabled or of individual unemployability is entitled to an exemption from taxation of the total appraised value of the veteran's residence homestead. In addition, effective January 1, 2012, and subject to certain conditions, surviving spouses of a deceased veteran who had received a disability rating of 100% will be entitled to receive a residential homestead exemption equal to the exemption received by the deceased spouse until such surviving spouse remarries. Article VIII provides that eligible owners of both agricultural land (Section 1 -d) and open -space land (Section 1 -d -1), including open -space land devoted to farm or ranch purposes or open -space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified under both Section 1 -d and 1 -d -1. Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the governing body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt from ad valorem taxation. Article VIII, Section 1 j, provides for "freeport property" to be exempted from ad valorem taxation. Freeport property is defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication. Notwithstanding such exemption, counties, school districts, junior college districts and cities may tax such tangible personal property provided official action to tax the same was taken before April 1, 1990. Decisions to continue to tax may be reversed in the future; decisions to exempt freeport property are not subject to reversal. Article VIII, Section 1 -n of the Texas Constitution provides for the exemption from taxation of "goods -in- transit." "Goods -in- transit" is defined by Section 11.253 of the Property Tax Code, which is effective for tax years 2008 and thereafter, as personal property acquired or imported into Texas and transported to another location in the State or outside of the State within 175 days of the date the property was acquired or imported into Texas. The exemption excludes oil, natural gas, petroleum products, aircraft and special inventory, including motor vehicle, vessel and out -board motor, heavy equipment and manufactured housing inventory. Section 11.253 permits local governmental entities, on a local option basis, to take official action by January 1 of the year preceding a tax year, after holding a public hearing, to tax "goods -in- transit" during the following tax year. A taxpayer may only receive either the freeport exemption or the "goods -in- transit" exemption for items of personal property. The City or Denton County may create one or more tax increment financing districts ( "TIF ") within the City or Denton County, as applicable, and freeze the taxable values of property in the TIE at the value at the time of its creation. Other overlapping taxing units levying taxes in the TIE may agree to contribute all or part of fixture ad valorem taxes levied and collected against the value of property in the TIE in excess of the "frozen values" to pay or finance the costs of certain public improvements in the TIF. Taxes levied by the City against the values of real property in the TIE in excess of the "frozen" value are not available for general city use but are restricted to paying or financing "project costs" within the TIF. The City also may enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The City in turn agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. The City has active reinvestment zones for tax abatements and two tax increment financing zones for tax increment financing purposes. See "Tax Information - Tax Abatement Policy" and "- Tax Increment Financing" and "Table 1 - Valuation, Exemptions and General Obligation Debt ". The City is also authorized, pursuant to Chapter 380, Texas Local Government Code, as amended ( "Chapter 380 "), to establish programs to promote state or local economic development and to stimulate business and commercial activity in the City. In accordance with a program established pursuant to Chapter 380, the City may make loans or grants of public funds for economic development purposes, however no obligations secured by ad valorem taxes may be issued for such purposes unless approved by voters of the City. The City has entered into several Chapter 380 Agreements. See "Tax Information - Chapter 380 Agreements ". EFFECTIVE TAX RATE AND ROLLBACK TAX RATE ... Under the current Property Tax Code a governing body of a taxing unit is required to adopt its annual tax rate per $100 taxable value for the unit before the later of September 30 or the 60th day after the date the certified appraisal roll is received by the taxing unit, and a failure to adopt a tax rate by such required date will result in the tax rate for the taxing unit for the tax year to be the lower of the effective tax rate calculated for that tax year or the tax rate adopted by the taxing unit for the preceding tax year. By each September 1 or as soon thereafter as practicable, the City Council adopts a tax rate per $100 taxable value for the current year. The tax rate consists of two components: (1) a rate for funding of maintenance and operation expenditures, and (2) a rate for debt service. Under the Property Tax Code, the City must annually calculate and publicize its "effective tax rate" and "rollback tax rate ". The City Council may not adopt a tax rate that exceeds the lower of the effective tax rate or the rollback tax rate until it has held two public hearings on the proposed increase following notice to the taxpayers and otherwise complied with the Property Tax Code. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require that an election be held to determine whether or not to reduce the tax rate adopted for the current year to the rollback tax rate. 17 "Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable values (adjusted). "Adjusted" means lost values are not included in the calculation of last year's taxes and new values are not included in this year's taxable values. "Rollback tax rate" means the rate that will produce last year's maintenance and operation tax levy (adjusted) from this year's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's values (unadjusted) divided by the anticipated tax collection rate. The Property Tax Code provides that certain cities and counties in the State may submit a proposition to the voters to authorize an additional one -half cent sales tax on retail sales of taxable items. If the additional tax is levied, the effective tax rate and the rollback tax rate calculations are required to be offset by the revenue that will be generated by the sales tax in the current year. Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the calculation of the various defined tax rates. PROPERTY ASSESSMENT AND TAX PAYMENT ... Property within the City is generally assessed as of January I of each year. Business inventory may, at the option of the taxpayer, be assessed as of September 1. Oil and gas reserves are assessed on the basis of a valuation process which uses an average of the daily price of oil and gas for the prior year. Taxes become due October 1 of the same year, and become delinquent on February 1 of the following year. Taxpayers 65 years old or older are permitted by State law to pay taxes on homesteads in four installments with the first due on February 1 of each year and the final installment due on August 1. PENALTIES AND INTEREST ... Charges for penalty and interest on the unpaid balance of delinquent taxes are made as follows: After July, the penalty remains at 12 %, and interest accrues at a rate of one percent (1 %) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether a judgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post - petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post - petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAx CODE ... The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $50,000. Disabled taxpayers also receive a $10,000 exemption. The City grants an additional one -half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. See Table 1 for a listing of the amounts of the exemptions described above. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness personal property. Denton County began collecting taxes for the City during the fiscal year 2006 -07. The City does not allow split payments, and discounts are not allowed. The City does not tax freeport property. 18 Cumulative Cumulative Month Penalty Interest Total February 6% 1% 7% March 7 2 9 April 8 3 11 May 9 4 13 June 10 5 15 July 12 6 18 After July, the penalty remains at 12 %, and interest accrues at a rate of one percent (1 %) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether a judgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post - petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post - petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAx CODE ... The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $50,000. Disabled taxpayers also receive a $10,000 exemption. The City grants an additional one -half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. See Table 1 for a listing of the amounts of the exemptions described above. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness personal property. Denton County began collecting taxes for the City during the fiscal year 2006 -07. The City does not allow split payments, and discounts are not allowed. The City does not tax freeport property. 18 The City collects the additional one -half cent sales tax for reduction of ad valorem taxes. The City does tax "goods -in- transit ". The City has not adopted the tax freeze for citizens who are disabled or are 65 years of age or older The City has adopted a tax abatement policy. The City participates in two tax increment reinvestment zones, which were created in 2010 and 2012 TAX INCREMENT FINANCING . . . The City created Tax Increment Reinvestment Zone Number One (known as the Downtown TIF) in 2010. The 2013 incremental taxable assessed valuation for the Downtown TIF was $16,931,096 and resulted in approximately $116,782 in projected ad valorem revenue, which is reported in the City's Downtown Tax Increment Reinvestment Zone Fund for the FY 2013 -14 Adopted Budget. The TIF will expire in 2039 and reflects only the City's participation of: 100% for years 1 -5; 95% for years 6 -10; 90% for years 11 -20; and 85% for years 21 -30. The City created Tax Increment Reinvestment Zone Number Two (known as the Westpark TIRZ) in 2012 to provide the public infrastructure necessary to encourage development in the largest industrially zoned area (Westpark) in the City. The 2012 certified base value of Westpark TIRZ, according to the Denton Central Appraisal District, is $119,458. For 2013, the taxable value was $116,277 which is below the 2012 base value and as such, no revenues are projected to be reported in the City's Westpark Tax Increment Reinvestment Zone Fund. However, the estimated revenue to be generated by the TIRZ over 25 years is approximately $14.3 million for infrastructure improvements. The City will contribute $10.1 million and Denton County will contribute $4.2 million into the Westpark TIRZ Fund. The City created Rayzor Ranch Public Improvement District No. 1 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 cost 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 cost 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. TAX ABATEMENT POLICY ... The City has adopted a tax abatement policy. In 1990, the City council adopted a resolution setting guidelines and criteria for granting abatements in reinvestment zones created within the City. These guidelines specifically note that incentives are limited to companies which create new wealth and do not adversely affect existing businesses operating within the City. The City Council approved the following tax abatement agreements: • In 2007, a 100% tax abatement for a term of up to seven years was granted to Aldi Foods for their 500,000 square foot $52 million distribution center. The abatement amount is based on the cost incurred by Aldi to construct a road to their site. The project was completed in 2009 and the agreement will terminate in 2016. • In 2010, a 65% tax abatement agreement for a term of five years was granted to Target Corporation for its 400,000 square foot frozen and refrigerated food distribution center. Target opened in March 2013 and employs 115 to 150 area residents. The agreement will terminate in 2017. • In 2011, a 40% tax abatement agreement for a term of five years was granted to Peerless Manufacturing for its 80,000 square foot, $16 million manufacturing facility. Peerless is an existing Denton business that consolidated other manufacturing operations to Denton. The agreement will terminate five years from the opening of the facility. They completed construction of the 80,000 square foot manufacturing facility in October 2013. • In 2011, an agreement was approved for Labinal Inc., part of the Safran Group. The company 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 over 700 employees to the former Russell Newman facility in Denton. The company received a 50 %, three -year tax rebate on increased valuation of at least $5 million at the Denton facility. • In 2012, an agreement was approved for Mayday Manufacturing/Tailwind Technologies. The company manufactures precision bushings, sleeves, pins, and other machine parts used in the aerospace industry. Mayday subsidiary, High Tech Metal Refinishing is co- located with Mayday and provides metal finishing processes for Mayday products and for additional customers. The company purchased an 80,000 square foot facility in 2012 and held a groundbreaking at the new site location in February 2013 that included a 15,000 square foot expansion. The company received a 75 %, ten - year tax rebate on increased valuation of at least $3 million over the base value. The company will move from leased space in Denton into the new facility by fall 2014. • In 2013, a 65% tax abatement agreement for a term of four years was granted to Tetra Pak Materials LP for expanding their facility and relocating their corporate headquarters operations from Chicago to Denton. The company manufactures, processes, packages and distributes liquid foods all over the globe. The current facility comprises approximately 220,000 square feet. The increase in real and business personal property valuation of the proposed project expansion is estimated at $10.7 million. Tetra Pak Materials expects to create a total of thirty new jobs with this expansion. 19 CHAPTER 380 AGREEMENTS ... The City has also entered into several Chapter 380 agreements. Each agreement is based on the project's contribution in either sales or property tax revenue. The City Council has approved the following Chapter 380 agreements: • In 2001, an agreement was approved for the 450,000 square foot, $50 million Denton Crossing retail center. The grantee receives one -third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. The project was completed and the Chapter 380 Grant was initiated in 2005. The agreement will terminate in 2019. • In 2003, an agreement was approved for Sally Beauty Company for their new international headquarters valued at over $29 million. The company receives a grant equal to 40% of the property tax paid on the new facility and equipment for a period of ten years. The agreement will terminate in 2014. • In 2004, an agreement was approved for Teasley Partners for an urban style mixed -use development. The grantee may receive one -third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. The project has not been completed. Although a new hotel and some residential units have been completed, no qualifying retail has been constructed. • In 2004, an agreement was approved for Unicorn Lake, an urban style mixed -use development. The grantee will receive one -third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. Although the project is still under development, the grantee has satisfied the thresholds established in the agreement. The grant payments were initiated in December 2009. The agreement will terminate in 2024. • In 2007, an agreement was approved for Allegiance Hillview for the Rayzor Ranch mixed -use development. The 410 acre project will have over one million square feet of retail and will be built in two phases. The agreement provides a sales tax reimbursement for public improvement costs, which include the widening of a state highway that bisects the project. The grantee will receive a maximum of $20 million over a 15 year term for phase one and a maximum of $42 million over a term of 20 years for phase two. Approximately 490,000 square feet of retail in phase one has been completed, which includes Sam's and Wal -Mart that opened in Fall 2010 and a Kohl's Department Store which opened in Spring 2013. Some of the new stores in the development include: Famous Footwear, Five Below, Jo -Ann's Fabric, Petco, and Panera Bread. Preliminary plans for the 600,000 square foot Rayzor Ranch Town Center have been submitted and anchors for the south side of the development are expected to be in operation by 2015. • In 2008, an agreement was approved for the expansion of a jewelry manufacturing plant operated by Josten's, a manufacturer of high school and college class rings. The grant is based on 75% of the new property tax revenue generated by the expansion for a term of seven years. The project was completed and the agreement will terminate in 2015. • In 2010, an agreement was approved for Grand Mesa, contractor for Schlumberger, equal to 50% of new property tax revenue generated for their 150,000 square foot regional maintenance facility. The agreement was assigned to Schlumberger Technology Corporation in 2012. Agreement thresholds require maintaining $5 million in real property improvements and business personal property valuation and the creation of 80 jobs with average wage of $45,000. The term of the agreement is seven years and will terminate in 2017. • In 2011, an agreement was approved for a major renovation of the Golden Triangle Mall. A threshold of a minimum $45 million must be invested into the property for the new owners to receive a 50% share of the sales tax resulting from the renovations. The agreement allows Golden Triangle Mall until October 1, 2014 to reach their investment threshold. The term of the agreement is 20 years. The first phase of the renovations was completed in late 2012 and includes: the installation of energy efficient lighting, a new Center Court, Wi -fi, 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. ANNEXATION PLANS ... In accordance with Non - Annexation Agreements (NAAs) associated with the City's 2010 annexation proceedings, the City will consider in the next 12 months to extend the NAAs or annex 229 properties representing approximately 4,731 acres. The financial impact to the City is not considered to be material since some of these NAAs may be extended. 20 TABLE 1 - VALUATION, ExEMPTIONS AND GENERAL OBLIGATION DEBT 2014/15 Market Valuation Established by Denton Central Appraisal District $ 8,915,323,686 Less Exemptions /Reductions at 100% Market Value: $ 7,797,177,608 Residence Homestead Exemptions $ 84,697,697 Over 65 Exemptions 293,674,600 Disabled Persons Exemptions 2,384,830 Disabled Veterans Exemptions 32,995,419 Agricultural Land Use Productivity 290,523,508 Historical /Other Exemptions 3,165,218 Freeport Exemptions 230,546,968 Abatement Exemptions 126,501,843 Police Patrol Vehicle Exemptions 13,500 Pollution Exemptions 21,809,514 Community Housing Development Exemptions 127,809 Homestead Cap Adjustment 31,705,172 1,118,146,078 2014/15 Taxable Assessed Valuation (as of 9 -3 -14) $ 7,797,177,608 2014/15 Incremental Taxable Assessed Value of Real Property within Reinvestment Zones (35,975,197) 2014/15 Taxable Assessed Valuation available for General Obligations and Debt of City (as of 9 -3 -14) $ 7,761,202,411 City Funded Debt Payable from Ad Valorem Taxes «� General Obligation Bonds (as of 3 -1 -15) $ 132,020,000 «� Certificates of Obligation (as of3 -1 -15) 256,290,000 «� Tax and Utility System Revenue Debt (as of 3 -1 -15) 43,645,000 The Certificates 43,150,000 (3) The Bonds 87,980,000 (3) Funded Debt Payable from Ad Valorem Taxes Less Self- Supporting General Obligation Debt (4) Solid Waste System General Obligation Debt Airport General Obligation Debt Utility System General Obligation Debt Net Tax Supported Debt Payable from Ad Valorem Taxes Interest and Sinking Fund as of 3 -1 -15 (estimated) $ 563,085,000 $ 38,999,665 (5) 4,711,277 (6) 386,010,000 (5) 429,720,942 $ 133,364,058 $ 6,646,239 Ratio Total Funded Debt to Taxable Assessed Valuation ............. ............................... 7.26% Ratio Net Funded Debt to Taxable Assessed Valuation .............. ............................... 1.72% 2015 Estimated Population - 120,945 Per Capita Net Taxable Assessed Valuation - $64,171 Per Capita Total Funded Debt - $4,656 Per Capita Net Funded Debt - $1,103 (1) The above statement of indebtedness does not include $100,600,000 Utility System Revenue Bonds as these bonds are payable solely from the net revenues of the Utility System (the "Systern "), as defined in the ordinances authorizing such bonds. (2) Excludes the Refunded Obligations. Preliminary, subject to change. (3) Preliminary, subject to change. (4) As a matter of policy, the City provides debt service on its general obligation debt issued to fiend improvements to its Utility System and Solid Waste System from surplus revenues of these Systems (see "Table 7 — General Obligation Debt Service Requirements" and "Table 9 — Computation of Self- Supporting Debt "). This policy may be subject to change in the future. The City's Utility System is comprised of the City's entire existing electric, light and power system and the waterworks and sewer system. Drainage is managed under the waterworks and sewer system. The City's Utility System General Obligation Debt has been issued to finance improvements to finance or refinance Utility System improvements and contractual obligations and is paid, or is expected to be paid, from Utility System revenues. In addition, the City has $100,600,000 Utility System Revenue Bonds outstanding payable from a pledge of Utility System revenues. The City's Airport System General Obligation Debt has been issued to finance or refinance Airport System improvements and is paid, or is expected to be paid, from Airport System revenues. The City has no outstanding Airport System Revenue Bonds. The City's Solid Waste System General Obligation Debt has been issued to finance or refinance Solid Waste System improvements and is paid, or is expected to be paid, from Solid Waste System revenues. The City has no outstanding Solid Waste System Revenue Bonds. (5) Includes a portion of the Bonds and Certificates. Preliminary, subject to change. (6) Includes a portion of the Bonds. Preliminary, subject to change. 21 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY (I) (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2015, the values were reported on September 3, 2014 based on information as of January 1, 2014. (2) Includes tax incremental values of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (3) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. 22 Taxable Appraised Value for Fiscal Year Ended September 30, 2015 2014 2013 % of % of % of Category Amount Total Amount Total Amount Total Real, Residential, Single Family $4,062,947,070 45.57% $3,720,193,268 46.72% $3,633,577,302 47.68% Real, Residential, Multi - Family 1,089,958,543 12.23% 924,229,117 11.61% 816,319,292 10.71% Real, Vacant Lots /Tracts 180,886,051 2.03% 150,027,306 1.88% 125,343,528 1.64% Real, Acreage (Land Only) 299,966,303 3.36% 274,941,322 3.45% 338,412,791 4.44% Real, Farm and Ranch Improvements 95,625,308 1.07% 80,481,975 1.01% 37,671,587 0.49% Real, Commercial and Industrial 1,829,135,437 20.52% 1,621,678,792 20.37% 1,520,034,393 19.94% Real, Oil, Gas, and Other Mineral Reserves 93,196,666 1.05% 78,106,929 0.98% 107,460,964 1.41% Real and Tangible Personal, Utilities 91,139,063 1.02% 91,097,444 1.14% 90,748,500 1.19% Tangible Personal, Commercial and Industrial 1,091,736,374 12.25% 943,996,533 11.86% 884,681,448 11.61% Tangible Personal, Other 21,761,614 0.24% 15,167,604 0.19% 16,249,794 0.21% Real and Special Property, Inventory 58,971,257 0.66% 62,732,470 0.79% 50,894,577 0.67% Total Appraised Value Before Exemptions $ 8,915,323,686 100.00% $ 7,962,652,760 100.00% $ 7,621,394,176 100.00% Less: Total Exemptions/Reductions (1,118,146,078) (983,428,486) (904,682,808) Taxable Assessed Value $7,797,177,608 $6,979,224,274 (3) $6,716,711,368 4) Taxable Appraised Value for Fiscal Year Ended September 30, 2012 2011 % of % of Category Amount Total Amount Total Real, Residential, Single Family $3,610,010,439 49.78% $3,545,009,743 50.46% Real, Residential, Multi - Family 689,687,370 9.51% 661,530,441 9.42% Real, VacantLots /Tracts 140,758,151 1.94% 149,930,858 2.13% Real, Acreage (Land Only) 366,276,930 5.05% 352,636,983 5.02% Real, Farm and Ranch Improvements 37,791,667 0.52% 32,148,788 0.46% Real, Commercial and Industrial 1,449,703,794 19.99% 1,381,432,997 19.66% Real, Oil, Gas, and Other Mineral Reserves 86,195,936 1.19% 116,459,175 1.66% Real and Tangible Personal, Utilities 87,973,672 1.21% 66,756,673 0.95% Tangible Personal, Commercial and Industrial 714,263,695 9.85% 651,961,490 9.28% Tangible Personal, Other 14,868,334 0.21% 16,634,472 0.24% Real Property, Inventory 54,969,631 0.76% 51,489,918 0.73% Total Appraised Value Before Exemptions $ 7,252,499,619 100.00% $ 7,025,991,538 100.00% Less: Total Exemptions/Reductions (840,124,615) (s) (795,873,580) Taxable Assessed Value $ 6,412,375,004 $ 6,230,117,958 (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2015, the values were reported on September 3, 2014 based on information as of January 1, 2014. (2) Includes tax incremental values of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (3) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. 22 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. Source: Denton Central Appraisal District as of September 3, 2014. (7) Excludes self - supported general obligation debt. (8) Projected. Includes a portion of the Bonds and Certificates. Excludes the Refiinded Obligations. Preliminary, subject to change. TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY Fiscal % Current % Total Tax Levy (1) Net Ratio Net Net Fiscal Tax General Taxable Tax Debt Tax Debt Funded Tax Year 2011 Taxable Assessed Outstanding to Taxable Debt Ended Estimated Assessed Valuation at End Assessed Per 9/30 Population (t) Valuation (2) Per Capita of Year (7) Valuation Capita 2011 114,517 $6,230,117,958 $54,403 $116,165,650 1.86% $1,014 2012 115,662 6,412,375,004 (3) 55,441 113,939,700 1.78% 985 2013 117,397 6,716,711,368 (4� 57,214 120,375,588 1.79% 1,025 2014 119,158 6,979,224,274 (5� 58,571 123,827,115 1.77% 1,039 2015 120,945 7,797,177,608 (6) 64,469 133,364,058 (8� 1.71% 1,103 (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. Source: Denton Central Appraisal District as of September 3, 2014. (7) Excludes self - supported general obligation debt. (8) Projected. Includes a portion of the Bonds and Certificates. Excludes the Refiinded Obligations. Preliminary, subject to change. TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY Fiscal % Current % Total Tax Levy (1) Year Collections Distribution Ended Tax General Interest and 9/30 Rate Fund Sinking Fund 2011 $ 0.68975 $ 0.47088 $ 0.21887 2012 0.68975 0.47088 0.21887 2013 0.68975 0.47088 0.21887 2014 0.68975 0.47480 0.21495 2015 0.68975 0.48119 0.20856 (2) (1) Tax levy for the year 2015 is based on the adjusted certified value. Prior years represent adjusted values that include all supplements through September 30, 2014. Includes tax incremental reinvestment zone revenues. (2) Collections through March 1, 2015 (partial year). TABLE 5 - TEN LARGEST TAXPAYERS Name of Taxpayer Columbia Medical Center of Denton Paccar Inc. Target Corporation ACC OP LLC aka Denton Fry LLC Inland Western Denton Crossing Ltd PS Cypress Denton Station LTD Razor Ranch Market Place LP HRA University Courtyard LLC Flowers Baking Co. of Denton LLC GTE Southwest Inc. DBA Verizon Source: Denton Central Appraisal District. Nature of Property Hospital/Professional Building Diesel Truck Manufacturing Retail Apartments Real Estate Development Residential Multifamily Shopping Center Apartments Bakery Telephone Utility 23 2014/15 % Current % Total Tax Levy (1) Collections Collections $ 43,865,554 99.05% 99.72% 44,827,158 99.18% 99.71% 46,938,583 99.36% 99.66% 48,398,900 99.35% 99.35% 54,472,438 (2) 35,910,782 (2) (1) Tax levy for the year 2015 is based on the adjusted certified value. Prior years represent adjusted values that include all supplements through September 30, 2014. Includes tax incremental reinvestment zone revenues. (2) Collections through March 1, 2015 (partial year). TABLE 5 - TEN LARGEST TAXPAYERS Name of Taxpayer Columbia Medical Center of Denton Paccar Inc. Target Corporation ACC OP LLC aka Denton Fry LLC Inland Western Denton Crossing Ltd PS Cypress Denton Station LTD Razor Ranch Market Place LP HRA University Courtyard LLC Flowers Baking Co. of Denton LLC GTE Southwest Inc. DBA Verizon Source: Denton Central Appraisal District. Nature of Property Hospital/Professional Building Diesel Truck Manufacturing Retail Apartments Real Estate Development Residential Multifamily Shopping Center Apartments Bakery Telephone Utility 23 2014/15 % of Total Taxable Taxable Assessed Assessed Valuation Valuation $92,209,540 1.18% 92,014,123 1.18% 56,082,415 0.72% 51,167,423 0.66% 50,684,356 0.65% 45,936,000 0.59% 35,910,782 0.46% 31,855,383 0.41% 29,332,172 0.38% 28,236,000 0.36% $513,428,194 6.58% GENERAL OBLIGATION DEBT LIMITATION ... No general obligation debt limitation Is Imposed on the City under current State law or the City's Home Rule Charter (see "The Obligations — Tax Rate Limitation" for a description of the limitations on ad valorem tax rates). TABLE 6 - ESTIMATED OVERLAPPING TAX DEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax debt ( "Tax Debt ") was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain entities listed may have issued additional Tax Debt since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional Tax Debt, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. (1) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (2) Includes a portion of the Obligations, less the Refunded Obligations and self - supporting debt. See Tables 1 and 9 herein for more detailed information on the City's general obligation self - supporting debt. Preliminary, subject to change. (3) Reflects remaining authorization after the issuance of the Bonds. 24 2014/15 City's Authorized Taxable 2014/15 Total Estimated Overlapping But Unissued Assessed Tax Funded % Funded Debt Debt As Of Taxing Jurisdiction Value Rate Debt Applicable As of 3 -1 -15 3 -1 -15 City of Denton $7,797,177,608 «� $ 0.68975 $ 133,364,058 (" 100.00% $133,364,058 $ 87,725,000 (3) Denton Independent School District 10,726,023,542 1.54000 738,346,832 64.24% 474,314,005 187,745,000 Denton County 63,594,441,842 0.27220 613,445,000 12.26% 75,208,357 154,871,687 Argyle Independent School District 1,219,292,723 1.57005 86,508,373 9.26% 8,010,675 5,000,000 Aubrey Independent School District 597,631,494 1.51000 51,110,714 0.01% 5,111 - Krum Independent School District 722,327,434 1.54000 44,037,367 4.15% 1,827,551 Pilot Point Independent School District 509,740,943 1.37000 18,645,000 0.11% 20,510 Ponder Independent School District 697,368,217 1.38080 24,195,000 2.78% 672,621 Sanger Independent School District 726,150,601 1.37207 23,608,207 1.02% 240,804 Total Direct and Overlapping Funded Debt $ 693,663,691 Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation .............. ............................... 8.90% Per Capita Overlapping Funded Debt .............................................................. ............................... $ 5,735.36 (1) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (2) Includes a portion of the Obligations, less the Refunded Obligations and self - supporting debt. See Tables 1 and 9 herein for more detailed information on the City's general obligation self - supporting debt. Preliminary, subject to change. (3) Reflects remaining authorization after the issuance of the Bonds. 24 r W 0.1 d H DEBT INFORMATION 25 cu FG O N ^ 00 M n v'> O O V 41 M m O ^� n v � � GD GD O V �O O 1� GD m M -� M v'� � O c Go •> O N O O l0 GD V M ^� . . . . . . . . . R( L, 01 � � • � •�' O N GD 00 M n lf1 V V GO M n M r-- n In `� �O GO 1� \O V M N 4; D`• GO 1� In ^ U Y N In C, M v'> O M O N W O, V O O On M an O\ � v'� N -< <n M M n O 0 00 GD D\ M 0 O v'� c v'� GD 0 M A N N t V Go � .-� M n 00 oo � N� D\ N v'� N n n N O a N N M l� l0 N n N M '^ n O ^� �/'> O kn n V N O 00 M kn D\ n O V 00 N 01 l0 00 O v] O M M M 00 O V O �O M t" O M �O 00 ON O O ON O\ N OO � � � M M M M M M M M M N N -• -• � -• N -• -• � D`. � � � Op vN U O� �O M O �n 1� O -� -• V -• oc 'n .-• - M -• O O V � y0, O oc n GO M Go M 1� V 00 N 1� a cct 'n V N oc W O N M N M Sr Q E/3 69 o V oc M oo V1 3 41 N .-• M oc N D\ c .-• .-• O .-• 00 00 . . . . . . . . . . D\ p i1 O vi 1� 01 V O N N 01 .- c In N N 00 V iG N '4 �O 1-- r 00 D`. M N oc 4`. M D`. 00 M 'n r In d' o N V I'D 00 oc M oc .-• V oc •-• M .-• oc 01 oc N 01 O\ N v'> N t� r-- C-4 V qp p 00 .0 l� .-. .-. V c 00 .-. 0\ 00 oc 'n V V 41 V'> N 1� M V V to 0\ n O V 00 .-. N 01 c 00 t ° N O\ LC 01 V oc N- N M O M� oc 01 O O O� O\ N V M p o0 O n ON O t� M I'D V v'> D\ D\ - V v'� O t� OO OO O O N 01 N N n N n N n N n M n M n N n N r- O, O V V V M N N N N N N-• - -•n,�" oc M s9 e� O oc m oc In In 00 `r' O �/'> M 'n oc M M P n M 01 O �o O M OO N O, r N N M n O v'> r-- C14 .-• N .-• N �O O� �O ^� ^ oc l0 O M D\ N �/'> V N r M O oo y N Y vrn O V O D\ O 41 D\ n 41 M V M M N N O 00 41 V n N D\ V M N v'> O 00 M In O O 01 n .- V t� D\ 01 M U U 00 1� to V M , O vi v'> vi O vi O O O O O O O O O O O O O N .0 U `p .-. V .-• •-• oc 00 oc M V N M V -• oc N In V V lO M oc 00 O`. � O j ' V s9 oc � 69 In In l0 V ^� V .-• 41 M oc M V V W M .-• 00 V �O M v] � N oc •-• V v'> .-. LC M 1� N In N O 1� v'> V v'> 1.0 M n M N 41 N n N n V N M V N V'> N . . . . . . . . . GD n N V OO M N M In O �n .- 00 IC M D\ V 00 N V �O oc , , , , , , , , O In v'> In 00 �O S.- E M V D` n D` O O O O O O O O O oc n r IM n N O O O O O O O O O O vU ot N N N n N .-• n n V Oo 'r 'r n O n O V 1p N cCt 41 M -� M V �O GD V 00 �O N N N O O D\ M oc V V O\ 0, V V O\ O�� v1 x. U N 41 00 V N .-• �n l� 1� M \O 41 V lr .-. ^� GO M 1� O GO .-. �O lr l� 41 r M In n .-. M n O V 1� In O l0 0\ �O oc �O n �O l0 �n to M V N M ^' G 41 n l0 V M O D\ n l0 V'1 v'> V M M N N .-• .-• v'> Y O� O O � ' "'fl U 69 69 N 4- � '�j �n vi �n vi O O O �n vi O O �n �n O �n �n O O 41 M oc � N n D`• �n N N D`• - �n N GD N O N O M O M D\ 00 D`• O ^' M V O O �+ �+ � 00 V N N N N N N N M M M vi 0 0 R. ¢, p. M M M M M M M M N N N -• -• � -• - -• -• � �' �.U. �.U. 69 59 � bA bA N N c M C) O n GD D\ O N M V kn �O r-- 00 D\ O N M V to �O r-- O0 ON O N M V to + ti � O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Q > > W 25 TABLE 8 - INTEREST AND SINKING FUND BUDGET PROJECTION (I) Tax Supported Debt Service Requirements, Fiscal Year Ending 9/30/2015 .. ............................... $ 54,014,287 Interest and Sinking Fund Balance as of 9/30/14 ....... ............................... $ 4,726,841 Interest and Sinking Fund Tax Levy ................. ............................... 16,187,108 From Revenue Supported Sources ............................. ..................... 37,777,179 Interest Income ................................. ............................... 50,000 58,741,128 Estimated Balance, 9/30/15 ....................................... ............................... $ 4,726,841 (1) Source: City's Annual Budget for Fiscal Year 2014/15. TABLE 9 - COMPUTATION OF SELF - SUPPORTING DEBT Net Revenue from Solid Waste System, Fiscal Year Ended 9 -30 -14 ......... ............................... $ 8,421,153 (1)(2) Less: Solid Waste System Revenue Bond Requirements, 2015 Fiscal Year .... ............................... Amount - Balance Available for Other Purposes ................................. ............................... $ 8,421,153 Solid Waste System General Obligation Bond Requirements, 2015 Fiscal Year ............................... Being 6,849,913 Balance........................................................ ............................... $ 1,571,240 Net Revenue from Airport System, Fiscal Year Ended 9 -30 -14 ............. ............................... $ 725,746 (1)(3) Less: Airport System Revenue Bond Requirements, 2015 Fiscal Year ....... ............................... 11/6/2012 - Balance Available for Other Purposes ................................. ............................... $ 725,746 Airport System General Obligation Bond Requirements, 2015 Fiscal Year .... ............................... 11/4/2014 475,249 Balance........................................................ ............................... $ 250,497 Net Revenue from Utility System (Electric System and Waterworks and Sewer System), Fiscal Year Ended 9-30-14. . $ 54,760,243 (2) Less: Utility System Revenue Bond Requirements, 2015 Fiscal Year ........ ............................... 16,472,319 Balance Available for Other Purposes ................................. ............................... $ 38,287,924 Utility System General Obligation Bond Requirements, 2015 Fiscal Year ..... ............................... 30,033,512 Balance........................................................ ............................... $ 8,254,412 (1) Includes a portion of the Bonds. Preliminary, subject to change. (2) Does not deduct franchise fees and /or return on investment paid to the General Fund. (3) Does not deduct franchise fees and cost of services paid to the General Fund. TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS ANTICIPATED ISSUANCE OF ADDITIONAL GENERAL OBLIGATION DEBT ... As shown in Table 10 above, after the issuance of the Bonds, the City will have $87,725,000 voted but unissued debt remaining to be issued from the November 4, 2014 authorization. The City may also issue tax- supported debt other than voter approved general obligation bonds to fund public improvements, such as certificates of obligation or tax anticipation notes, without submitting a measure to the voters, but in certain instances, subject to voter petition rights for a referendum. The City anticipates the issuance of approximately $ in tax - supported debt in the second quarter of 2016. 26 Amount Amount Date Amount Heretofore Being Unissued Purpose Authorized Authorized Issued Issued Balance Street 11/6/2012 $ 20,400,000 $ 8,000,000 $ 4,000,000 $ 8,400,000 Street 11/4/2014 61,710,000 - 9,140,000 52,570,000 Public Safety 11/4/2014 16,565,000 - 2,880,000 13,685,000 Drainage 11/4/2014 8,545,000 - 4,655,000 3,890,000 Parks 11/4/2014 11,355,000 - 2,175,000 9,180,000 $118,575,000 $ 8,000,000 $ 22,850,000 $ 87,725,000 ANTICIPATED ISSUANCE OF ADDITIONAL GENERAL OBLIGATION DEBT ... As shown in Table 10 above, after the issuance of the Bonds, the City will have $87,725,000 voted but unissued debt remaining to be issued from the November 4, 2014 authorization. The City may also issue tax- supported debt other than voter approved general obligation bonds to fund public improvements, such as certificates of obligation or tax anticipation notes, without submitting a measure to the voters, but in certain instances, subject to voter petition rights for a referendum. The City anticipates the issuance of approximately $ in tax - supported debt in the second quarter of 2016. 26 TABLE 11 - OTHER OBLIGATIONS The City has entered into capital lease agreements. The following is a schedule of future minimum lease payments under these capital leases and the present value of the net minimum lease payments as of September 30, 2014: Year Annual Ending Lease 30 -Sep Payment 2015 $ 394,316 2016 394,316 2017 394,316 Total Minimum Lease Payment $ 1,182,948 Less: Amount Representing Interest 80,084 Present Value of Minimum Future Lease Payments $ 1,102,864 PENSION FUND ... The City provides pension benefits for all of its full -time employees (except firefighters) through the Texas Municipal Retirement System ( "TMRS "), a State -wide administered pension plan. Employees may retire at ages 60 and above with five or more years of service or with twenty years of service regardless of age, and a member is vested after five years. The City makes annual contributions to the plan equal to the amounts accrued for pension expense. Beginning in 2009, the City of Denton elected to "phase in" higher contributions to TMRS over a period up to eight years in order to recognize the change to a Projected Unit Cost Method in the 2007 valuation. By doing so, the City 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 will continue to increase until the full actuarially determined ARC is paid. The "phase in" period was expected to last eight years from fiscal year 2009 through fiscal year 2016, but due to the new fund structure approved by the Texas Legislature with Senate Bill 350 (SB 350) and better than expected financial performance, management began paying the full ARC in October 2012. The funded status as of December 31, 2011, December 31, 2012 and December 31, 2013 is presented below: Actuarial Fiscal Valuation Year Date 2012 12/31/2011 2013 12/31/2012 2014 12/31/2013 Unfunded Actuarial Actuarial Accrued Valuation Liability of Assets (AAL) $ 229,285,432 $ 298,900,732 252,276,946 315,416,972 278,338,589 360,116,261 (i) Unfunded AAL Funded (UAAL) Ratio $ 69,615,300 76.7% 63,140,026 80.0% 81,777,672 77.0% (1) Fiscal 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. On October 9, 2013, subsequent to the City's year end, the TMRS Board adopted two significant changes affecting future actuarial values: 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 will be changing from the Projected Unit Credit method to the Entry Age Normal method, the most widely used actuarial method by public sector pension plans, which will be required by Governmental Accounting Standards Board (GASB) beginning in fiscal year 2015 for determination of the Net Pension Liability for financial reporting purposes. This will more closely align 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." For more detailed information concerning the TMRS plan as well as the City's historical unfunded actuarial accrued liability for calendar years 2012 -2014, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.A., page 58 and Exhibit XII, page 71. 27 FIREMEN'S RELIEF AND RETIREMENT FUND ... The City provides pension benefits for firefighters through the Denton Firemen's Relief and Retirement Fund (the "Firemen's Fund "). Firefighters may retire at age 50 with twenty or more years of service, and a member is vested after ten years of credited service. As of December 31, 2013, there were (i) 67 retirees and beneficiaries receiving benefits and terminated employees entitled to benefits but not yet receiving them, (ii) 95 current employees who were vested and (iii) 66 employees who were not vested. As of December 31, 2013, the plan's unfunded actuarial accrued liability was $18,400,951 and the funded ratio was 77.1 %. An actuarial /liability assessment of the City's fireman's pension fund is currently underway for calendar year 2014 and is expected to be available in the summer of 2015. For more detailed information concerning the Firemen's Fund as well as the City's historical unfunded actuarial accrued liability for calendar years 2010 -2014, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" — Note V.A., page 58 and Exhibit X11, page 71. OTHER POST EMPLOYMENT BENEFITS . . . 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. 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 choose benefits at the time of retirement, after that their eligibility for the benefits ceases. All medical care benefits are provided through the City's self - insured health plan. The benefit levels are the same as those afforded to active employees. Actuarial valuations have been completed by an outside consulting firm regarding the City's OPEB liability. The reports provide the City with the City's OPEB requirements assuming the City's plan offerings, designs, and cost share approach remain constant. The City's annual OPEB cost is calculated based on the annual required contribution of the City, an amount actuarially determined in accordance with the parameters of GASB Statement 45. The annual required contribution represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and to amortize any unfunded actuarial liabilities over a period not to exceed thirty years. The City's annual OPEB cost for the current year and the related information are as follows at September 30, 2014: Fiscal Year Ended September 30, 2014 2013 2012 Annual OPEB Costs $1,735,204 $1,519,439 $1,520,203 Actual Contributions $ 909,288 $ 898,583 $1,481,210 Net OPEB Obligations $4,653,257 $3,827,341 $3,206,485 As of December 31, 2013, the date of the latest actuarial report, the City's actuarial accrued liability was $13,715,238 and as of such date the City had funded 0% of such amount. The City's GASB 45 liability was discussed at length with the Audit /Finance Committee and the City Council. At the conclusion of these discussions, the City Council concurred with the staff recommendation to fund the City's OPEB costs on a pay- as -you- go basis. The pay -as- you -go approach has been recommended since 1) this provides the lowest cost approach, 2) the ARC is relatively small in comparison to the City's overall budget, and 3) the pay -as- you -go cost is not forecasted to exceed the ARC until approximately the year 203 1. For more detailed information concerning the City's OPEBs, funding policies related thereto and related liabilities, as well as the City's historical unfunded actuarial accrued liability, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.B., page 63 and Exhibit X1II, page 72. 28 TABLE 12 - CHANGES IN NET POSITION Revenues: Program Revenue: Charges for Services Operating Grants and Contributions Capital Grants and Contributions General Revenue: Property Tax Sales Tax Other Taxes/Fees Miscellaneous Total Revenue FINANCIAL INFORMATION Fiscal Year Ended September 30, 2014 2013 2012 2011 2010 $ 18,428,832 $ 17,091,719 $ 15,980,821 $ 15,673,556 $ 14,781,002 4,788,149 3,118,105 2,598,157 4,270,697 3,407,085 11,127,695 14,671,571 4,292,468 7,497,908 15,206,424 48,833,077 47,275,552 45,174,160 44,144,844 43,144,645 27,764,114 26,522,473 25,886,940 22,871,282 20,484,954 23,424,250 22,578,639 21,839,818 21,219,346 19,131,162 2,543,781 1,428,907 1,390,398 2,830,297 6,375,678 $136,909,898 $132,686,966 $117,162,762 $118,507,930 $122,530,950 Expenditures: General Government $ 30,476,840 $ 27,686,735 $ 29,421,275 $ 28,198,604 $ 29,569,535 Public Safety 56,893,859 52,906,985 52,496,010 49,154,371 47,998,906 Public Works 16,950,280 18,663,884 18,662,029 16,089,302 15,767,926 Parks and Recreation 14,543,461 13,714,245 12,968,426 12,421,893 12,854,336 Interest on Long -Terns Debt 4,339,154 4,464,309 4,755,938 5,046,724 5,121,329 Total Expenses $123,203,594 $ 1 17,436,158 $ 1 18,303,678 $ 1 10,910,894 $ 1 11,312,032 Increase in Net Position before Transfers $ 13,706,304 $ 15,250,808 $ (1,140,916) $ 7,597,036 $ 11,218,918 Transfers 876,525 (101,707) 887,287 (10,430,082) 482,801 Increase (Decrease) in Net Position $ 14,582,829 $ 15,149,101 $ (253,629) $ (2,833,046) $ 11,701,719 Prior Period Adjustment (737,505) - - (10,674,744) - Net Position at Beginning of Year 155,399,166 140,250,065 140,503,694 154,011,484 142,309,765 Net Position at End of Year $169,244,490 $155,399,166 $140,250,065 $140,503,694 $154,011,484 (1) Unrestricted net position, that part of the net position that may be used to meet the City's ongoing obligations, was $35,610,630 as of September 30, 2014. This table refers to governmental activities only and does not include enterprise funds such as the airport, solid waste or utility activities. 29 TABLE 12A - GENERAL FUND REVENUES AND EXPENDITURE HISTORY 30 Fiscal Year Ended September 30, Revenues: 2014 2013 2012 2011 2010 Taxes $ 61,779,192 $ 59,278,152 $ 57,148,330 $ 53,492,664 $ 50,049,759 Licenses and Permits 1,978,421 1,446,580 1,436,215 1,460,548 1,198,552 Franchise Fee 13,889,670 13,597,253 13,751,615 19,324,244 17,457,994 Fines and Forfeitures 4,539,209 4,229,107 4,241,395 4,216,247 4,378,064 Fees for Service 5,913,566 5,631,829 5,666,413 5,656,550 5,989,349 Interest Revenue 172,684 141,734 187,527 172,719 237,559 Intergovernmental 1,383,267 1,021,581 949,422 825,549 770,164 Miscellaneous 120,680 84,929 255,035 193,022 317,460 Total Revenues $ 89,776,689 $ 85,431,165 $ 83,635,952 $ 85,341,543 $ 80,398,901 Expenditures: General Government $23,337,639 $21,067,238 $20,951,203 $19,495,940 $22,037,729 Public Safety 50,949,715 49,622,237 46,797,417 44,921,713 43,156,478 Public Works 2,854,761 2,816,923 2,591,517 7,483,926 6,516,276 Parks and Recreation 10,891,862 10,579,066 9,704,075 9,422,432 9,837,073 Capital Outlay 573,903 616,199 712,055 575,128 691,880 Debt Service: Principal Retirement - - 78,092 140,422 185,154 Total Expenditures $ 88,607,880 $ 84,701,663 $ 80,834,359 $ 82,039,561 $ 82,424,590 Excess (Deficiency) of Revenues Over Expenditures $ 1,168,809 $ 729,502 $ 2,801,593 $ 3,301,982 $ (2,025,689) Other Financing Sources (Uses): Capital Leases $ - $ - $ - $ - $ - Transfers In - 2,600 14,301 20,304 1,018,218 Sale of Capital Assets 85,059 137,417 153,127 90,699 160,495 Transfers (Out) (1,170,764) (950,421) (1,556,944) (515,761) (421,200) Total Other Financing Sources (Uses) $ (1,085,705) $ (810,404) $ (1,389,516) $ (404,758) $ 757,513 Net Changes in Fund Balances $ 83,104 $ (80,902) $ 1,412,077 $ 2,897,224 $ (1,268,176) Fund Balances at Beginning of Year 25,755,178 25,836,080 24,424,003 21,526,779 22,794,955 Fund Balances at End of Year $ 25,838,282 $ 25,755,178 $ 25,836,080 $ 24,424,003 $ 21,526,779 30 TABLE 13 - MUNICIPAL SALES TAX HISTORY The City has adopted the Municipal Sales and Use Tax Act, V.T.C.A., Tax Code, Chapter 321, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund and are not pledged to the payment of the Obligations. Collections and enforcements are effected through the offices of the Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. In January 1994, the voters of the City approved the imposition of an additional one -half of one percent (' /z of 1 %) for property tax reduction. In September 2003, the voters of the City approved the imposition of an additional one -half of one percent (' /z of 1 %) for the Denton County Transportation Authority. The implementation of this tax began January 2004, and is allocated directly to the Denton County Transportation Authority. Fiscal Year % of Equivalent of Ended Total Ad Valorem Ad Valorem 9/30 Collected (1) Tax Levy Tax Rate 2011 $ 22,871,281 52.14% $ 0.3671 2012 25,886,938 57.75% 0.4037 2013 26,522,473 56.50% 0.3949 2014 27,764,114 57.37% 0.3978 2015 (2) 10,248,220 18.81% 0.1314 (1) Source: City of Denton Annual Program of Services. (2) Collections through January 31, 2015. The sales tax breakdown for the City is as follows: Property Tax Relief 0.50¢ Denton County Transportation Authority 0.50¢ City Sales & Use Tax 1.00¢ State Sales & Use Tax 6.25¢ Total 8.250 FINANCIAL POLICIES Per Capita $ 200 224 226 233 85 Basis of Accounting ... The accounting policies of the City conform to generally accepted accounting principles of the Governmental Accounting Standards Board and program standards adopted by the Government Finance Officers Association of the United States and Canada. The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Denton for each fiscal year since 1983. The City's current report will be submitted to GFOA to determine its eligibility for another Certificate. The City has also received the GFOA's award for Distinguished Budget Presentation each year since 1988. The measurement focuses for the Enterprise Funds, Internal Service Funds and Nonexpendable Trust Funds are income determination and cost of service, respectively. Accordingly, the accrual basis, whereby revenues and expenses are identified in the accounting period in which they are earned and incurred and net income, is utilized for these funds. The modified accrual basis, whereby revenues are recognized when they become both measurable and available for use during the year and expenditures are recognized when the related fund liability is incurred, is used for all other funds. Budgetary Procedures ... As prescribed by City Charter, the City Manager, within the time period required by law, submits to the City Council a proposed budget for the fiscal year beginning the following October 1. The budget includes proposed expenditures and revenues required to fund the expenditures. Following Council considerations, amendments and refinements, a public hearing is ordered and conducted for the purpose of obtaining taxpayer comments. The budget is finally approved and adopted by passage of an ordinance by the City Council prior to the beginning of the fiscal year. The budget is adopted on a basis consistent with generally accepted accounting principles. The City strives to maintain an unreserved general fund balance of 20% of budgeted expenditures. 31 INVESTMENTS The City invests its investable funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both Texas law and the City's investment policies are subject to change. LEGAL INVESTMENTS ... Under Texas law, the City is authorized to invest in (1) obligations, including letter of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit and share certificates meeting the requirements of the Texas Public Funds Investment Act (Chapter 2256, Texas Government Code, as amended (the "PFIA ")) that are issued by or through an institution that either has its main office or a branch office in Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits, or are invested by the City through a depository institution that has its main office or a branch office in the State of Texas and otherwise meet the requirements of the PFIA, (8) fully collateralized repurchase agreements that have a defined termination date, are fully secured a combination of cash and obligations described in clause (1) which are pledged to the City, held in the City's name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City and are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State, (9) certain bankers' acceptances with the remaining term of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least A -1 or P -1 or the equivalent by at least one nationally recognized credit rating agency, (10) commercial paper with a stated maturity of 270 days or less that is rated at least A -1 or P -1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no -load money market mutual funds registered with and regulated by the Securities and Exchange Commission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (12) no -load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, invest exclusively in obligations described in this paragraph, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent. If specifically authorized in the authorizing document, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAA -m or an equivalent by at least one nationally recognized rating service. The City may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b -1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance, or resolution. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage - backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage - backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Political subdivisions such as the City are authorized to implement securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) of the first paragraph under this subcaption, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm not less than "A" or its equivalent, or (c) cash invested in obligations that are described in clauses (1) through (6) and (10) through (12) of the first paragraph under this subcaption, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the governmental body, held in the name of the governmental body and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. INVESTMENT POLICIES ... Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification , yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment, the maximum average dollar- weighted maturity allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a requirement for settlement of all transactions, except investment pool 32 funds and mutual funds, on a delivery versus payment basis, and procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the Public Funds Investment Act. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds' investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, the ending market value and the fully accrued interest during the reporting period of each pooled fund group, (4) the book value and market value of each separately listed asset at the end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council. ADDITIONAL PROVISIONS ... Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution; (3) require any investment officers with personal business relationships or relatives with firms seeking to sell securities to the City to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude investment transactions conducted between the City and the business organization that are not authorized by the City's investment policy (except to the extent that this authorization is dependent on an analysis of the makeup of the City's entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement attesting to these requirements; (5) perform an annual audit of the management controls on investments and adherence to the City's investment policy; (6) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no -load mutual funds in the aggregate to no more than 15% of the entity's monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. TABLE 14- CURRENT INVESTMENTS (l) As of March 1, 2015, the City's available funds were invested as follows: (1) There are no City funds invested in derivative securities, i.e., securities whose rate of return is determined by reference to some other instrument, index or commodity. (2) Fully insured by FDIC. (3) Insured up to the FDIC limit with uninsured amounts collateralized by U.S. federal agency securities at a minimum of 102% of principal plus accrued interest. 33 Market Value Market Book Description Percent Value Value Treasury Secuirites - Coupon 5.03% S 22,130,391 S 22,089,173 Federal Agency Issues - Coupon 50.32% 220,777,955 220,559,553 Federal Agency Issues - Callable 1.82% 7,983,913 7,990,338 Municipal Bonds - Coupon 6.87% 30,153,702 30,101,915 CDs - CDARS (2) 12.08% 53,000,000 53,000,000 CDs - Collateralized (3) 12.08% 53,000,000 53,000,000 Commercial Paper 1.14% 4,997,325 4,996,775 Demand Deposits (3) 10.64% 46,670,097 46,670,097 100.00% $4381713,383 5438,407,851 (1) There are no City funds invested in derivative securities, i.e., securities whose rate of return is determined by reference to some other instrument, index or commodity. (2) Fully insured by FDIC. (3) Insured up to the FDIC limit with uninsured amounts collateralized by U.S. federal agency securities at a minimum of 102% of principal plus accrued interest. 33 TAX MATTERS OPINIONS The Bonds ... On the date of initial delivery of the Bonds, McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel to the City, will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof ( "Existing Law "), (1) interest on the Bonds for federal income tax purposes will be excludable from the "gross income" of the holders thereof and (2) the Bonds will not be treated as "specified private activity bonds" the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code "). Except as stated above, Bond Counsel to the City will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Bonds. The Certificates ... On the date of initial delivery of the Certificates, Bond Counsel to the City will render its opinion that, in accordance with Existing Law, (1) interest on the Certificates for federal income tax purposes will be excludable from the "gross income" of the holders thereof and (2) the Certificates will not be treated as "specified private activity bonds" the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Code. Except as stated above, Bond Counsel to the City will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Certificates. See Appendix C — Forms of Bond Counsel's Opinions. In rendering each of the foregoing opinions, Bond Counsel to the City will rely upon (a) certain information and representations of the City, including information and representations contained in the City's federal tax certificate with respect to each Obligation issue, (b) covenants of the City contained in the Obligation documents relating to certain matters, including arbitrage and the use of the proceeds of the Obligations and the Refunded Obligations and the property financed or refinanced therewith and (c) the sufficiency certificate of the paying agent for the Refunded Obligations. Failure by the City to observe the aforementioned representations or covenants could cause the interest on the Obligations to become taxable retroactively to the date of issuance. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied subsequent to the issuance of the Obligations in order for interest on the Obligations to be, and to remain, excludable from gross income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Obligations to be included in gross income retroactively to the date of issuance of the Obligations. The opinion of Bond Counsel to the City is conditioned on compliance by the City with such requirements, and Bond Counsel to the City has not been retained to monitor compliance with these requirements subsequent to the issuance of the Obligations. Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. Bond Counsel's opinion is not a guarantee of a result. The Existing Law is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that such Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Obligations. A ruling was not sought from the Internal Revenue Service by the City with respect to the Obligations or the projects being financed or refinanced therewith. Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the representations of the City that it deems relevant to render such opinion and is not a guarantee of a result. No assurances can be given as to whether or not the Internal Revenue Service will commence an audit of the Obligations, or as to whether the Internal Revenue Service would agree with the opinion of Bond Counsel. If an audit is commenced, under current procedures the Internal Revenue Service is likely to treat the City as the taxpayer and the holders of the Obligations may have no right to participate in such procedure. No additional interest will be paid upon any determination of taxability. FEDERAL INCOME TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT The initial public offering price to be paid for one or more maturities of the Obligations may be less than the principal amount thereof or one or more periods for the payment of interest on the Obligations may not be equal to the accrual period or be in excess of one year (the "Original Issue Discount Bonds "). In such event, the difference between (i) the "stated redemption price at maturity" of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond would constitute original issue discount. The "stated redemption price at maturity" means the sum of all payments to be made on the Obligations less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under existing law, any owner who has purchased such Original Issue Discount Bond in the initial public offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth below. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income. 34 Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six -month period ending on the date before the semiannual anniversary dates of the date of the Obligations and ratably within each such six -month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Bonds should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Bonds. COLLATERAL FEDERAL INCOME TAX CONSEQUENCES The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Obligations. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S corporations with accumulated earnings and profits and excess passive investment income, foreign corporations subject to the branch profits tax, taxpayers qualifying for the health insurance premium assistance credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax- exempt obligations. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX- EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE OBLGATIONS. Interest on the Obligations will be includable as an adjustment for "adjusted current earnings" to calculate the alternative minimum tax imposed on corporations by section 55 of the Code. Under section 6012 of the Code, holders of tax - exempt obligations, such as the Obligations, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax - exempt obligation, such as the Obligations, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A "market discount bond" is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. STATE, LOCAL AND FOREIGN TAXES Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Obligations under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. FUTURE AND PROPOSED LEGISLATION Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax - exempt status of interest on the Obligations under Federal or state law and could affect the market price or marketability of the Obligations. Any such proposal could limit the value of certain deductions and exclusions, including the exclusion for tax - exempt interest. The likelihood of any such proposal being enacted cannot be predicted. Prospective purchasers of the Obligations should consult their own tax advisors regarding the foregoing matters. 35 CONTINUING DISCLOSURE OF INFORMATION In each of the Ordinances the City has made the following agreement for the benefit of the holders and beneficial owners of the respective series of Obligations. The City is required to observe each agreement while it remains obligated to advance funds to pay such Obligations. Under each agreement, the City will be obligated to provide certain updated financial information and operating data annually, and the timely notice of specified events to the Municipal Securities Rulemaking Board ( "MSRB "). This information will be available free of charge from the MSRB via the Electronic Municipal Market Access ( "EMMA") system at www.emma.msrb.org. ANNUAL REPORTS ... The City will provide certain updated financial information and operating data to the MSRB annually. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in this Official Statement under Tables numbered 1 through 5 and 7 through 14 and in Appendix B. The City will update and provide this information within six months after the end of each fiscal year ending in or after 2015. The City will provide the updated information to the MSRB. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB's Internet Web site or filed with the United States Securities and Exchange Commission (the "SEC "), as permitted by SEC Rule 15c2 -12 (the "Rule "). The updated information will include audited financial statements, if the City commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the City will provide unaudited financial information of the type described in the preceding paragraph by the required time and audited financial statements when and if such audited financial statements become available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix B or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. The City's current fiscal year end is September 30. Accordingly, it must provide updated information by March 31 in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of the change. NOTICE OF CERTAIN EVENTS ... The City will also provide timely notices of certain events to the MSRB. The City will provide notice of any of the following events with respect to the Obligations to the MSRB in a timely manner (but not in excess of ten business days after the occurrence of the event): (1) principal and interest payment delinquencies; (2) non - payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other material notices or determinations with respect to the tax status of the Obligations, or other material events affecting the tax status of the Obligations; (7) modifications to rights of holders of the Obligations, if material; (8) Obligation calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Obligations, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. In addition, the City will provide timely notice of any failure by the City to provide annual financial information in accordance with their agreement described above under "Annual Reports ". For these purposes, any event described in (12) in the immediately preceding paragraph is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. LIMITATIONS AND AMENDMENTS ... The City has agreed to update information and to provide notices of specified events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Obligations at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Obligations may seek a writ of mandamus to compel the City to comply with its agreement. The City may amend its continuing disclosure agreement for either or both of the Bonds and Certificates from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, 36 nature, status, or type of operations of the City, if (i) the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds or Certificates, as the case may be, in the offering described herein in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the outstanding Bonds or Certificates, as the case may be, consent to the amendment or (b) any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds or Certificates, as the case may be. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Obligations in the primary offering of the Obligations. If the City so amends the agreement, it has agreed to include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. COMPLIANCE WITH PRIOR UNDERTAKINGS ... During the last five years, the City has complied In all material respects with all continuing disclosure agreements made by it in accordance with SEC Rule 15c2 -12. OTHER INFORMATION RATINGS The Obligations and the presently outstanding tax supported debt of the City are rated " " by Fitch and " " by S &P. An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Obligations. LITIGATION It is the opinion of the City Attorney and City Staff that there is no pending, or to their knowledge threatened, litigation or other proceeding against the City that could have a material adverse financial impact upon the City or its operations over and above those already disclosed in the City's Comprehensive Annual Financial Report, see Appendix B, Note V.F., page 69. At the time of the initial delivery of the Obligations, the City will provide the Initial Purchasers with a certificate to the effect that no litigation of any nature has been filed or is then pending challenging the issuance of the Obligations or that affects the payment and security of the Obligations or in any other manner questioning the issuance, sale or delivery of the Obligations. REGISTRATION AND QUALIFICATION OF OBLIGATIONS FOR SALE The sale of the Obligations has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Obligations have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds or Certificates been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Bonds or Certificates under the securities laws of any jurisdiction in which the Obligations may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Obligations shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS The Obligations. Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the Obligations are negotiable instruments, investment securities governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Obligations are legal investments for state banks, savings banks, trust companies with at least $1 million of capital, and savings and loan associations. The Certificates. Section 271.051, Texas Local Government Code, provides that the Certificates are legal and authorized investments for banks, savings banks, trust companies, savings and loan associations, insurance companies, fiduciaries, trustees and guardians, and for the sinking funds of municipalities, school districts, and other political subdivisions or public agencies of the State of Texas. The Certificates are eligible to secure deposits of any public funds of the State, municipalities, school districts, and other political subdivisions of the State, and are legal security for those deposits to the extent of their market value. 37 General Considerations. For political subdivisions in Texas that have adopted investment policies and guidelines in accordance with the Public Funds Investment Act (Texas Government Code, Chapter 2256), the Obligations may have to be assigned a rating of at least "A" or its equivalent as to investment quality by a national rating agency before such obligations are eligible investments for sinking funds and other public funds. The City has made no investigation of other laws, rules, regulations, or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Obligations for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Obligations for such purposes. The City has made no review of laws in other states to determine whether the Obligations are legal investments for various institutions in those states. LEGAL OPINIONS AND No- LITIGATION CERTIFICATE The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Bonds and of the Certificates, including the unqualified approving legal opinions of the Attorney General of Texas approving the Initial Bond and the Initial Certificate and to the effect that the Bonds and the Certificates are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approving legal opinions of Bond Counsel, to like effect and to the effect that the interest on the Bonds and the Certificates will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "Tax Matters" herein. The customary closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Obligations, or which would affect the provision made for their payment or security or in any manner questioning the validity of said Obligations will also be furnished. Though it represents the Financial Advisor and purchasers of debt from governmental issuers from time to time in matters unrelated to the issuance of the Obligations, Bond Counsel has been engaged by and only represents the City in connection with the issuance of the Obligations. Bond Counsel was not requested to participate, and did not take part, in the preparation of the Notice of Sale and Bidding Instructions, the Official Bid Form and the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information describing the Obligations in the Official Statement to verify that such description conforms to the provisions of the Bond Ordinance and the Certificate Ordinance. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Obligations is contingent on the sale and delivery of the Obligations. The legal opinion will accompany the Obligations deposited with DTC or will be printed on the Obligations in the event of the discontinuance of the Book - Entry-Only System. The legal opinions to be delivered concurrently with the delivery of the Obligations express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION The financial data and other information contained herein have been obtained from City records, audited financial statements, and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents, and ordinances contained in this Official Statement are made subject to all of the provisions of such statutes, documents, and ordinances. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. FINANCIAL ADVISOR First Southwest Company, LLC is employed as Financial Advisor to the City in connection with the issuance of the Obligations. The Financial Advisor's fee for services rendered with respect to the sale of the Obligations is contingent upon the issuance and delivery of the Obligations. First Southwest Company, LLC, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants, and representations contained in any of the legal documents with respect to the federal income tax status of the Obligations, or the possible impact of any present, pending, or future actions taken by any legislative or judicial bodies. The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. 38 INITIAL PURCHASER OF THE BONDS After requesting competitive bids for the Bonds, the City accepted the bid of (the "Initial Purchaser of the Bonds ") to purchase the Bonds at the interest rates shown on the cover page of the Official Statement at a price of par plus a cash premium of $ . The Initial Purchaser of the Bonds can give no assurance that any trading market will be developed for the Bonds after their sale by the City to the Initial Purchaser of the Bonds. The City has no control over the price at which the Bonds are subsequently sold and the initial yield at which the Bonds will be priced and reoffered will be established by and will be the sole responsibility of the Initial Purchaser of the Bonds. INITIAL PURCHASER OF THE CERTIFICATES After requesting competitive bids for the Certificates, the City accepted the bid of (the "Initial Purchaser of the Certificates ") to purchase the Certificates at the interest rates shown on page 3 of the Official Statement at a price of par plus a cash premium of $ . The Initial Purchaser of the Certificates can give no assurance that any trading market will be developed for the Certificates after their sale by the City to the Initial Purchaser of the Certificates. The City has no control over the price at which the Certificates are subsequently sold and the initial yield at which the Certificates will be priced and reoffered will be established by and will be the sole responsibility of the Initial Purchaser of the Certificates. The Initial Purchaser of the Bonds and the Initial Purchaser of the Certificates are herein collectively referred to as the "Purchasers ". CERTIFICATION OF THE OFFICIAL STATEMENT At the time of payment for and delivery of the Obligations, the City will furnish to the Initial Purchasers a certificate, executed by a proper City officer, acting in such officer's official capacity, to the effect that to the best of such officer's knowledge and belief: (a) the descriptions and statements of or pertaining to the City contained in the Official Statement, and any addenda, supplement, or amendment thereto, on the date of the Official Statement, on the date of sale of the Obligations, and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in the Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect; and (d) there has been no material adverse change in the financial condition of the City since the date of the last audited financial statements of the City. The respective Ordinances authorizing the issuance of the Obligations will approve the form and content of this Official Statement, and any addenda, supplement, or amendment thereto, and authorize its further use in the reoffering of the Obligations by the Purchasers. FORWARD-LOOKING STATEMENTS DISCLAIMER The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward- looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the fixture. Readers should not place undue reliance on forward - looking statements. All forward - looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward - looking statements. The City's actual results could differ materially from those discussed in such forward - looking statements. The forward - looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, fixture economic, competitive, and market conditions and fixture business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward - looking statements included in this Official Statement will prove to be accurate. MISCELLANEOUS The Ordinances authorizing the issuance of the Obligations will approve the form and content of this Official Statement, and any addenda, supplement or amendment thereto, and authorize its further use in the reoffering of the Obligations by the Initial Purchasers. PRICING OFFICER City of Denton, Texas 39 Schedule I SCHEDULE OF REFUNDED OBLIGATIONS* Certificates of Obligation, Series 2006 $ 4,165,000 $ 4,165,000 The 2017 - 2026 maturities will be redeemed prior to original maturity on February 15, 2016, at par. General Obligation Bonds, Series 2006 Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2006 2/15/2017 4.500% $ 340,000 $ 340,000 2/15/2018 4.500% 355,000 355,000 2/15/2019 4.500% 375,000 375,000 2/15/2020 4.500% 385,000 385,000 2/15/2021 4.500% 400,000 400,000 2/15/2022 4.600% 420,000 420,000 2/15/2023 4.600% 445,000 445,000 2/15/2024 4.625% 465,000 465,000 2/15/2025 4.625% 480,000 480,000 2/15/2026 4.650% 500,000 500,000 $ 4,165,000 $ 4,165,000 The 2017 - 2026 maturities will be redeemed prior to original maturity on February 15, 2016, at par. General Obligation Bonds, Series 2006 $ 2,285,000 $ 2,285,000 The 2017 - 2026 maturities will be redeemed prior to original maturity on February 15, 2016, at par. (1) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2022. (2) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2026. * Preliminary, subject to change. Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2006 2/15/2017 4.250% $ 185,000 $ 185,000 2/15/2018 4.375% 195,000 195,000 2/15/2019 4.375% 200,000 200,000 2/15/2020 4.500% 210,000 210,000 2/15/2021 5.000% 220,000 220,000 2/15/2022 ��� 5.000% 230,000 230,000 2/15/2023 (2) 5.000% 245,000 245,000 2/15/2024 (2) 5.000% 255,000 255,000 2/15/2025 (2) 5.000% 265,000 265,000 2/15/2026 (2) 5.000% 280,000 280,000 $ 2,285,000 $ 2,285,000 The 2017 - 2026 maturities will be redeemed prior to original maturity on February 15, 2016, at par. (1) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2022. (2) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2026. * Preliminary, subject to change. Certificates of Obligation, Series 2007 $ 3,325,000 $ 3,325,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. General Obligation Bonds, Series 2007 Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2007 2/15/2018 4.500% $ 270,000 $ 270,000 2/15/2019 4.500% 280,000 280,000 2/15/2020 4.500% 295,000 295,000 2/15/2021 4.600% 305,000 305,000 2/15/2022 4.600% 320,000 320,000 2/15/2023 4.625% 335,000 335,000 2/15/2024 4.625% 355,000 355,000 2/15/2025 4.700% 370,000 370,000 2/15/2026 4.700% 390,000 390,000 2/15/2027 4.700% 405,000 405,000 $ 3,325,000 $ 3,325,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. General Obligation Bonds, Series 2007 $ 9,805,000 $ 9,805,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. (1) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2019. (2) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2021. (3) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2023. (4) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2025. (5) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2027. Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2007 2/15/2018... 5.000% $ 775,000 $ 775,000 2/15/2019 (') 5.000% 815,000 815,000 2/15/2020 (2) 5.000% 855,000 855,000 2/15/2021 (2) 5.000% 900,000 900,000 2/15/2022 (3) 5.000% 950,000 950,000 2/15/2023 (3) 5.000% 995,000 995,000 2/15/2024 (4) 5.000% 1,045,000 1,045,000 2/15/2025 (4) 5.000% 1,100,000 1,100,000 2/15/2026 (5) 5.000% 1,155,000 1,155,000 2/15/2027 (5) 5.000% 1,215,000 1,215,000 $ 9,805,000 $ 9,805,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. (1) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2019. (2) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2021. (3) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2023. (4) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2025. (5) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2027. Certificates of Obligation, Series 2007A $ 4,690,000 $ 4,690,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 10/1/2007 2/15/2018 4.000% $ 335,000 $ 335,000 2/15/2019 4.100% 350,000 350,000 2/15/2020 4.150% 365,000 365,000 2/15/2021 4.200% 385,000 385,000 2/15/2022 4.250% 400,000 400,000 2/15/2023 4.300% 420,000 420,000 2/15/2024 4.350% 440,000 440,000 2/15/2025 4.400% 465,000 465,000 2/15/2026 4.450% 485,000 485,000 2/15/2027 4.500% 510,000 510,000 2/15/2028 4.500% 535,000 535,000 $ 4,690,000 $ 4,690,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. APPENDIX A GENERAL INFORMATION REGARDING THE CITY LOCATION ... The City of Denton is located in the northern portion of the Dallas /Fort Worth Consolidated Statistical Area (CSMA). The City is a part of the Dallas /Fort Worth Metroplex, and is situated at the apex of a triangle based by Dallas (38 miles to the southeast) and Fort Worth (36 miles to the southwest). The City has excellent access to and from all parts of the area. ECONOMIC FUTURE ... The fiscal year 2013 -2014 was very eventful for Denton. Listed below are just a few of the projects: MAJOR EMPLOYER & INDUSTRIAL NEWS • Target Corporation completed construction of their 365,853 square foot frozen and refrigerated food distribution center in 2012. This $100 million project received a 65% tax abatement for five years from the City of Denton to help offset costs to improve Airport and Corbin Roads. This facility will service over 230 stores in eight states with frozen and perishable food products. Target opened in March 2013 and employs 115 to 150 area residents. • Schlumberger, an oilfield service company, held a grand opening in September 2011 for their 150,000 square foot regional maintenance facility at the Granite Point Industrial Park. Renovation of the building is estimated at $10 million. Schlumberger employed 89 in 2013. Peerless Manufacturing selected Denton to expand and consolidate some of their Texas operations. The company designs, custom engineers and manufactures highly specialized filtration, separation equipment, industrial silencers, heat exchangers, and air pollution reduction systems to energy industry customers involved in gas and oil production, petrochemical processing, and power generating. They completed construction of an 80,000 square foot manufacturing facility in October 2013. The valuation of the project is estimated at $16 million. Peerless received a 40% tax abatement from the City of Denton for the new facility. Peter Burledge, Chief Executive Officer, indicated that they plan on significantly increasing their 126 positions in the next year and their site plans have the capacity for duplicating the existing plant in the near future. • Labinal, Inc., part of the Safran Group, is a world leader in electrical wiring harness and integration systems for the aviation, aerospace and defense markets. In August 2012, Labinal relocated its North American Wiring and Services Division headquarters to the former Russell Newman facility in Denton, employing over 750. The company received a 50 %, three -year tax rebate on increased valuation of at least $5 million at the Denton facility. Mayday Manufacturing/Tailwind Technologies manufactures precision bushings, sleeves, pins, and other machine parts used in the aerospace industry. Mayday subsidiary, High Tech Metal Refinishing is collocated with Mayday and provides metal finishing processes for Mayday products and for additional customers. Solid growth plans support the doubling of Mayday Manufacturing's revenues by 2016 and necessitated the expansion of their facilities to accommodate this growth. The company purchased an 80,000 square foot facility in 2012 and held a groundbreaking at the new site location in February 2013 that included a 15,000 square foot expansion. The company will move from leased space in Denton into the new facility by fall 2014. Tetra Pak Materials LP has been in Denton for twenty-nine years. The company manufactures, processes, packages and distributes liquid food packaging internationally. The aseptic packaging process removes air and bacteria, which allows for a product shelf life of more than six months. In 2000, the company added the Americas Global Information Management hub, a pilot research and development center and relocated the U.S. Technical Service Center. In October 2013, the company received a four -year 65% tax abatement for expanding their facility and relocating their corporate headquarter operations from Chicago to Denton. The current facility comprises approximately 220,000 square feet. The increase in real and business personal property valuation of the project expansion is estimated at $10.7 million. Tetra Pak Materials expects to create a total of thirty new jobs with this expansion. • Heart Hospital Baylor Denton purchased the 60,000 square foot North Texas Hospital in 2013. An $8.2 million facility alteration is underway that will add an 8,600 square foot medical/surgical patient wing and expand the facility from 16 to 22 beds. The Heart Hospital Baylor Denton is the first "sister" facility to the Dallas-Fort Worth area's renowned Heart Hospital Baylor Plano; presently performing more intricate, surgical heart procedures than any facility in north Texas. The Denton facility opened in early 2014. • Greenpoint Aerospace, Inc., a division of Greenpoint Technologies' Boeing Business Jet Completion Center, acquired Jet Works Air Center located at Denton Enterprise Airport. Jet Works' 75 employees provide aviation corporate and VIP maintenance and repair services at a 109,000 square foot facility. The Greenpoint purchase will result in a 50,000+ square foot expansion to the Jet Works facility and an additional 75 -100 employees by summer 2014. A -1 DEVELOPMENTATDENTONENTERPRIsEAIRPORT (DTO) The Airport has added over $32 million of public infrastructure improvements since 2004 which is paid -for through grants and local matching funds, including an air traffic control tower, lengthened runway, two miles of taxiway and over four acres of ramp area. Private enterprise has continued to invest in new hangar space, aviation business facilities and based aircraft. The City added 146 acres of property to the Airport by negotiated purchase for the planned addition of a second runway to be funded through a matching grant. The Airport is ranked by the Federal Aviation Administration as the third busiest general aviation airport in the United States, with 161,204 operations (takeoffs and landings) recorded in 2014. The 7,000 foot runway and air traffic control enhanced with radar display has allowed business aviation to flourish at DTO. The Airport control tower operates from 6:00 AM to 10:00 PM seven (7) days each week. Private aircraft and corporate jet traffic operate in uncongested, Class D airspace accommodating personal, business and flight training activity. Private industry growth at DTO produced over $25 million of new investment in hangars and business space since 2009. DTO has continued to operate successfully under the City Council approved 2010 Business Plan. Preliminary engineering design for a second runway at DTO has been completed with construction anticipated to begin in 2016. An update of the Airport Master Development Plan completed in 2015 identifies over $22 million of new public infrastructure for the Airport which will be developed over the next three years with grant funding requested from the Federal Aviation Administration. Both public and private development is continuing to move the Airport toward operating as a financially sustainable aviation enterprise through marketing and economic development incentives to attract new aviation industry. RETAIL NEws Rayzor Ranch, a 400 acre mixed use development, has seen continued growth. The Marketplace completed over 600,000 square feet of retail and commercial space. Sam's and Wal -Mart anchor the Marketplace with 137,381 and 189,929 square feet, respectively. Sam's is valued at $12.2 million and Wal -Mart at $15.4 million. The 30,000 square foot strip center is home to 21 retail and restaurant tenants. Some of the new stores in the development include: Kohl's, Famous Footwear, Five Below, Jo -Ann's Fabric, Petco, and Panera Bread. Additional retailers under construction, which will open in 2014, include: Ross Dress for Less, Boot Barn, Style for Less, Academy Sports, Colorful Hearing and Salons by JC. Preliminary plats for the 600,000 square foot Rayzor Ranch Town Center have been submitted and anchors for the south side of the development are expected to be in operation by 2015. Golden Triangle Mall was purchased by the MG Herring Group and the Weitzman Group in 2011. The partnership is making major renovations to the mall to include: the addition of restaurants and stores, improving the building fayade, creating a food court, and improving the parking lot and landscaping. The first phase of the renovations was completed in late 2012 and includes: the installation of energy efficient lighting, a new Center Court, Wi -fl, interior landscaping and updated finishes. Exterior entrance updates, a new food court, pylon sign and wayflnding have been constructed as part of the second phase of the redevelopment. New tenants that have opened include: Buckle, Body Central, Charlene Russe, Tobu Asian Eatery, Italia Express, Great American Cookie and Smoothie Paradise. Investment in renovations currently totals approximately $40 million with a total expected investment of $65 million by 2015. • Over 437,111 square feet of miscellaneous commercial and retail permits were issued, of which fourteen were new retail stores and two new restaurants. These figures exclude alterations. HEALTHCARE IN DENTON • The medical sector continues to grow in Denton with an additional 21,800 square feet of doctors' offices and senior care facilities. OTHER DEVELOPMENTS • Downtown Denton continued to experience growth during the past year with 5,500 square feet of new retail construction and 88,106 square feet of new living space constructed. Downtown welcomed the following new businesses: Gerhard's German Restaurant, The Musician's Hub, Rust and Stuff, GSATi, Oxide Fine Art and Florist Gallery, Pan Ector Industries, Serendipity on the Square, Seven Mile Cafe, Annie Girl Boutique, Authentic Yoga Life, Barefoot Apparel, Viet Bites, The Boyd Girl, Alex and Afton, with several more retail/restaurant sites expected to be completed by Spring of 2014. A -2 INDUSTRY AND BUSINESS Major Employers Source: City of Denton and Denton Chamber of Commerce Economic Development Offices. A -3 Approximate Number of Employer Description Employees University of North Texas Higher Education 8,738 Denton Independent School District Education 3,800 Peterbilt Motors - HQ and Plant Diesel Trucks 2,100 Denton State Supported Living Center Mental Healthcare 1,700 Texas Woman's University Higher Education 1,672 Denton County Government 1,581 City of Denton Goverment 1,300 FEMA Regional HQ & Call Center 1,100 Texas Health Presbyterian Hospital /Healthcare 1,076 Denton Regional Medical Center Hospital /Healthcare 950 LabinaFSafran- HQ & Plant Aircraft wiring harness manufacturer 727 Flowers Baking Company Bakery 480 Anderson Merchandisers Distribution 450 Jostens -Plant Class Ring Manufacturer 450 Sally Beauty hnternational Headquarters Beauty Supply Distributor 450 Thernadyne/Victor Equipment/Tweco Welding Equipment 450 University Behavioral Health of Denton Hospital /Healthcare 310 James Wood Auto Park Car /Truck Sales /Service 251 Mayday Manufacturing/Tailwind Tech Aerospace Machined Parts 250 CBS Mechanical Mechanical Contractor 220 Fastenal Distribution Center hndustrial and construction supplies 208 hntegrated Alliance LP Call Center 200 Morrison Milling Flour Grain Mill 200 United Copper hndustries Copper Wire 196 Acme Brick Brick Manufacturing 185 Bayport Pipeline Pipeline Contractor 180 U.S. Aviation Group Flight hnstruction 180 Air Ride Transport/Titus Transportation Transportation Service 175 Keller Williams Real Estate 170 Active USA Automotive Transporter 166 Daybreak Venture, LLC Nursing Home Administration 165 Odyssey Aerospace Jet Interior Manufacturing 165 Target Distribution Center Perishable and frozen foods 160 Aldi Distribution Center Food retailer 150 Tetra Pack -U.S. HQ & Plant Aseptic Packaging 150 Miller of Denton Beverage Distributor 140 Vintage Retirement Community Retirement/Rehabilitation 140 Denton Rehab. and Nursing Center Retirement/Rehabilitation 135 Wells Fargo Financial hnstitution 134 Maylnill Hospital Hospital /Healthcare 130 Denton Good Samaritan Village Retirement Center 125 Jim McNatt Toyota -Dodge Vehicle Sales /Service 125 DATCU Financial hnstitution 120 Baxter Healthcare Plasma Services 115 Senior Care & Rehabilitation Center Retirement/Rehabilitation 110 Ben E. Keith Beers Distributor 108 Hulcher Services Railroad Emergency Response 105 Good Samaritan Lake Forest Village Retirement Center 103 The Heart Hospital Baylor Denton Hospital /Healthcare 101 Denton Record Chronicle Newspaper /Publisher 100 Source: City of Denton and Denton Chamber of Commerce Economic Development Offices. A -3 Denton is proud to be home to nearly 59 companies and institutions that employ 100 or more people, several of them representing corporate, regional and international headquarters. Well over 100 companies that produce, manufacture, and distribute goods all over the world call Denton home. More than 4,500 companies choose to do business in Denton. With small, medium, and large businesses operating in a variety of industries, diversity is strength in Denton. Statistics show most of these workers are skilled and receive their training right here in Denton. ECONOMIC AND POPULATION GAINS ... Historical population totals from U.S. Census depict Denton's consistent population increases commensurate with Denton's steady economic growth. 1940 Census— 11,192 1950 Census — 21,345 1960 Census— 26,844 1970 Census — 39,874 1980 Census — 49,079 1990 Census — 66,270 2000 Census — 80,537 2010 Census — 113,383 Estimated 2015 Population is 120,345 (1) (1) City of Denton Population Estimate. The City's ascension toward a top economic position in Texas is attributable to the steady influence of governmental activity that includes the annual expansion of the two state - supported universities, and due to several desirable environmental factors. Denton is located in a rich agricultural, oil and gas production region; is part of the Dallas /Fort Worth Metroplex; has proximity to three of Texas' largest reservoirs (Lake Texoma is only 40 miles from Denton); a mild climate; and the influential aspects of social, cultural and educational advantages have prompted professional workers to select Denton as their residence. ECONOMIC RANKING ... The following data were taken from the U.S. Census Bureau's 2012 American Community Survey. % of Population Whose Age is: 786 0 -19 29.3% 20 -34 31.7% 35 -54 22.1% 55 -64 7.9% 65 and over 9.0% Number of Households 45,121 City of Denton Median Household Income 47,367 City of Denton Household Income $200,000+ 786 $100,000 - $199,999 5,318 $50,000- $99,999 13,582 $35,000- $49,999 7,153 $25,000- 34,999 3,845 Less than or equal to $24,999 11,424 City of Denton Population by Occupation Agriculture, forestry, fishing and hunting, and mining 0.6% Construction 4.0% Manufacturing 8.0% Wholesale Trade 0.9% Retail trade 15.2% Transportation, warehousing, and utilities 4.6% Information 1.2% Finance and insurance, real estate rental and leasing 4.7% Professional, scientific, and management, and administrative and waste management services 8.9% Educational Services, and health care and social assistance 31.6% Arts, entertainment, and recreation, and accommodation, and food services 13.8% Other services, except public administration 3.0% Public Administration 3.4% Source: U. S. Census Bureau, 2012 American Community Survey, 1 year estimate. A -4 EMPLOYMENT/LABOR FORCE ... According to the Texas Workforce Commission, the February 2015 available workforce in Denton is 64,529. EDUCATION ... Denton is home to the University of North Texas, founded in 1890, and Texas Woman's University, founded in 1901. North Central Texas College, established in 1924, built an extension campus just outside Denton's extraterritorial jurisdiction (ET.1) in adjacent cities, Corinth and Flower Mound. The two universities and community college have a combined enrollment of more than 56,400 students and total employment of approximately 9,600 total employees. With an enrollment of over 36,221, the University of North Texas exceeds the combined enrollment of Southern Methodist University in Dallas, Texas Christian University in Fort Worth and Rice University in Houston. Texas Woman's University has an approximate enrollment of 12,422 in Denton with an additional 2,709 students attending in Dallas and Houston. The University of North Texas (UNT) campus comprises a land area of more than 875 acres that includes Discovery Park, UNT's 285 -acre research park. The University is among the nation's 30 largest public universities and offers 98 bachelor's, 82 master's and 34 doctoral degree programs; many nationally recognized. UNT maintains a low 23:1 student - faculty ratio more prevalent among private rather than public institutions. Named one of America's 100 Best College Buys for 14 consecutive years, UNT is additionally listed as a "Best in the West" college by The Princeton Review. Texas Woman's University (TWU), a major state - supported teaching and research institution, it's the nation's largest public university attended primarily by women, who comprise 90% of attending students. Through its seven schools and colleges, TWU offers 61 programs leading to a Bachelor's degree, 64 Master's degree fields, and Doctoral degrees in 23 specialization areas. TWU experienced a 2 percent growth in enrollment from 2012 to 2013 and was ranked among the nation's top 10 universities with the most diverse student populations by U.S. News and World Report in 2013. TWU's graduate programs in occupational therapy and physical therapy have ranked among the nation's 27 best by U.S. News and World Reports Best Graduate Schools for 6 consecutive years. College Measures ranked TWU second highest among Texas public universities in median first -year earnings of its bachelor's degree students and the university continues to be among the nation's leading providers of nurses and healthcare professionals. North Central Texas College (NCTC), established in 1924, offers Associate Degrees in a number of fields and core college requirements for students transferring to UNT and TWU to complete their Bachelor's degrees. The student population of NCTC's campuses in the adjacent cities of Corinth and Flower Mound is over 7,800. The administration anticipates the student population to increase to 12,000 in the next few years. NCTC serves the citizens of Denton with quality education by offering a broad scope of educational choices and offers the local business community educational options as well. The competitive need to keep employees current with modem technology and methodology is easier due to NCTC's customized training which teaches curriculum developed closely with business management to ensure individual company needs are met. In 2007 the college collaborated with regional gas drilling production companies experiencing a critical shortage in trained professionals to develop and launch NCTC's newest Associates Degree program in Gas Energy Production Management. NCTC partnered with General Electric in 2012 to provide skilled manufacturing welders for GE's new North American Locomotive Production facility south of Denton. Denton Independent School District (DISD) encompasses almost 180 square miles and continues to be one of north Texas' fastest- growing school districts. Over 25,588 students enrolled for the 2011 -2012 school year in the district's 36 schools that include 21 elementary schools (grades K -5), seven middle schools (6 -8), three high schools (9 -12), one advanced technology complex (11 -12), two early childhood centers, and two alternative schools. The past 10 years, the district has passed four bond packages totaling more than $939 million. Community support of the district is evident in the passage of these bond packages by 60 -80 percent passage rate. The district opened its Ili middle school that incorporates new "Green" technologies. The district's "student centered" approach supports strong individualized instruction and smaller school size. DISD offers classes at each school for students who experience learning disabilities or handicaps. Counselors, speech and language specialists, psychologists and reading and diagnostic consultants are available for all grade levels. DISD offers a number of advanced placement credit classes and dual high school /college credit classes and its students routinely place among top recipients in state and national academic, fine arts, career technology, and athletic competitive events. The District's LaGrone Advanced Technology Complex offers state -of the -art facilities and training in nine advanced disciplines and serves as a model for the region and surrounding states. Denton State Supported Living Center (formerly Denton State School) is one of the country's most modem and progressive educational institutions for mentally - disabled Texas residents. This state - supported facility is located on a 200 -acre site paid for by Denton citizens. Present facilities include residences that accommodate over 500 residents, more than 20 buildings for physically handicapped individuals, and a 32 bed acute hospital with supporting facilities such as X -ray, laboratory, dental, and pharmaceutical. Additional buildings include a modem administration building, an academic building, laundry facility, chapel, maintenance shop and a warehouse. The school has a staff of 1,700 with an annual budget of over $86M. Denton Universities Expand ... Texas Woman's University (TWU) student enrollment at the University's home campus in Denton increased 80% from 2000 -2013 to 12,422. Fully 48% of students are enrolled in graduate programs. Similar growth at the University's Dallas and Houston satellite nursing campuses necessitated recent construction projects. A $40M TWU Institute of Health Sciences - Houston facility opened in August 2006 and a $56M TWU T. Boone Pickens Institute of Health Sciences- A -5 Dallas facility opened in February 2011. The University leads as a provider of critically needed health care professionals, boasting the state's largest undergraduate and graduate nursing programs. TWU is proud of its diversity; minority students comprise 50% of students. TWU is one of only 6 regional SPENCER (Science Education for New Civic Engagements and Responsibilities) Centers in the country. SPENCER is a comprehensive faculty development and science education project funded by the National Science Foundation. University of North Texas (UNT) ... Among the nation's top 50 schools for Hispanic and African American students, UNT has the largest residential campus in the North Texas Region and is the largest provider of online credit courses among Texas public universities. UNT's Discovery Park, a 285 -acre, 553,000 square foot facility is home to UNT's Engineering School and Center for Advanced Research and Technology (CART), one of the nation's premier materials science and engineering research facilities. CART provides researchers with a unique grouping of microscopes for nanotechnology research within several of the university's 15 research cluster areas, and for other critical advancement fields UNT's College of Engineering offers undergraduate and graduate programs in electrical engineering, materials science, computer science, engineering technology, and mechanical and energy engineering. A new $33.2M Life Sciences Building featuring open research laboratories that promote collaborative and interdisciplinary research was completed in 2010. The university's $60 million Gold LEED Certified Business Leadership Complex, focused on global economic and business disciplines, and $78M, Platinum LEED Certified, 30,000 seat stadium both completed in 2011. In summer 2013, the university began construction on a new LEED Certified $130 million Union with an opening date of June 2015. The facility will be built on a sustainable site and will utilize natural light and energy, renewable materials, resources and building efficiencies. UNT has estimated an enrollment growth to 43,315 students by 2020 and will construct an additional on- campus 500 -bed freshman student residential housing facility to open fall 2015. AGRICULTURE ... Northwestern Denton County is one of the more diversified agricultural areas in Texas. With soil types ranging from rich black to sandy loam, and good, soft artesian water, it is ideal for diversified farming and livestock. Principal crops are corn, wheat, oats, hay, grain sorghums and peanuts. Beef cattle, sheep, chickens and turkeys contribute a substantial and steady income annually to the farmers and ranchers of the County. A very significant concentration of valuable world champion horse farms east of the City's corporate boundaries provide a prosperous economic resource for the area. Products significant to the economy are horses, beef, eggs, wheat, grain sorghums, hay, and nursery crops. TRANSPORTATION ... Denton is located at the convergence of Interstate 35 East and Interstate 35 West on the north end of the Dallas /Fort Worth Metroplex, approximately 35 miles from the central business districts of both Dallas and Fort Worth. This location along the NAFTA super highway provides great access to points north and south, which has led to a number of distribution warehouse facilities choosing to locate in Denton. Additionally, Denton is located only 20 miles north of Dallas - Fort Worth International Airport (DEW), and both Dallas' Love Field Airport and Fort Worth's Meacham International Airport are in close proximity to Denton. Alliance Airport, located less than 15 miles southwest of Denton on Interstate 35 West provides access to a unique industrial airport and multimodal industrial park. Together, Alliance's access to highway, rail and air transportation offers an excellent opportunity for future industrial growth. The Texas Department of Transportation (TxDOT) entered into a development agreement with AGE Constructors in October 2013 to add additional general purpose lanes and managed toll lanes to a 28 mile corridor of Interstate 35 East from Interstate 635 in Dallas County to U.S. Highway 380 in Denton. Construction on the $1.4 billion project will begin in November 2013 and is scheduled to be completed by the first quarter of 2017. State and regional transportation officials expect the additional capacity will enhance mobility in the region, promote the regional economy by improving access to markets and improve air quality. Denton County Transportation Authority (DCTA) implemented regional passenger rail service in June 2011 between Carrollton and Denton, connecting Denton County passengers with the Dallas Area Rapid Transit (DART) service area via the Northwest Corridor Green Line. This connection also provides a link to Fort Worth through the Trinity Rail Express. In the summer of 2010, the Denton City Council approved the Denton Downtown Implementation Plan, which included zoning and development standards that, along with the implementation of commuter rail service has encouraged transit oriented development in the vicinity of the new rail station enhancing the vibrant music, cultural and retail landscape of Denton's downtown. DCTA has expanded the level of rail service they provide each year and provided more than 300,000 rides in 2013. The Kansas City Southern Railroad and the Union Pacific Railroad provide daily service to Denton. Full switching is available, providing direct access to all major markets across the nation. Greyhound /Trailways serves Denton through Dallas and Oklahoma City. Motor freight in Denton is included in the Dallas /Fort Worth commercial trade zone and is served by major freight carriers. BANKING ... There are 26 banks in Denton: Access First Capital; Bank of America; JPMorgan Chase; BBUA Compass Bank; Wells Fargo Bank; First Convenience; First State Bank; Provident Bank; Point Bank; First National Bank; Marqbank; Meridian Bank; State Bank and Trust; Inwood National Bank; Synergy; Northstar Bank; Washington Federal Savings; Towne Center Bank; DATCU Credit Union; Affiliated Bank; First United Bank & Trust; Legends Bank; Members' Choice Federal Credit Union; Pegasus Credit Union; State Farm Bank; and First United Bank with Denton's first "Banco" branch specializing in serving Denton's Hispanic community. A -6 GROWTH INDICES City State Fiscal Building Values (millions) (i) Water Sewer Electric Unemployment Unemployment Year Commercial Residential Total Customers Customers Customers Rates (2) Rate s(2) 2010 $ 82 $ 82 $ 164 30,889 29,105 45,174 6.30% 8.15% 2011 204 62 266 31,222 29,520 46,241 5.70% 7.75% 2012 143 70 213 31,372 29,772 47,563 5.43% 6.72% 2013 91 121 212 31,837 30,103 49,264 5.04% 6.20% 2014 0 32,405 30,562 50,121 4.14% 5.06% (1) New Construction Only, Includes Multi - Family as Commercial and Duplexes as Residential (2) Source: Texas Workforce Commission. MEDICAL, ... Denton continued to strengthen its reputation as a regional medical destination serving north Texas and southern Oklahoma. The Heart Hospital Baylor Plano, the nation's No. 1 Cardiovascular Specialty Hospital based on cardiac surgery volume selected Denton for its only sister facility site, The Heart Hospital Baylor Denton. The hospital purchased Denton's North Texas Hospital in May 2013 and began a $20M million renovation that will add an additional 8,580 square feet of specialized surgical and recovery space to the existing 60,000 square foot facility. When completed in May 2014, The Heart Hospital Baylor Denton will become the areas only full- service hospital dedicated solely to heart and vascular health care and will include a comprehensive on -site Cardiovascular Research Institute. Denton Regional Medical Center is a 208 -bed full service hospital that serves the growing population of Denton, Wise, Cooke, and Montague Counties. The hospital offers a full- spectrum of healthcare including advanced open -heart surgery and neurosurgery programs, and is an accredited Chest Pain Center and Level III Trauma Center, ensuring expedient care to trauma patients in Denton and other North Texas communities. Since 2005, the hospital has opened a new $7 million, 13,500 square - foot day surgery center and a new hospital floor housing a 29 -bed, $19M progressive care unit. Denton Regional's Center for Cancer and Blood Disorders, a comprehensive cancer diagnostic and treatment center integrating education, nutrition, and rehabilitation services opened in 2008. In 2011, the hospital implemented its Institute for Advanced Surgery & Technology, utilizing the latest surgical technology including the da Vinci Robotic Surgery System and minimally invasive techniques. Texas Health Presbyterian Hospital of Denton (formerly Denton Community Hospital) celebrated the grand opening of its 272,538 square -foot, 255 -bed acute care, full service hospital and an 80,000 square -foot medical office building in 2005. The hospital expanded its Women's Center services in 2006 with the opening of a Level III Neonatal Intensive Care Unit serving Denton and its surrounding communities. The hospital was the first facility in Denton County to earn The Joint Commission's certification as a Primary Stroke Center in 2011. An 18 -bed Dedicated Pediatric Unit was opened in the hospital's existing facilities in 2013. Other recent new specialty hospitals include 44,000 square foot, $20 million Select Medical Rehabilitation Hospital, modeled after the renowned Kessler Institute for Rehabilitation that opened in 2008 and Integrity Transitional Hospital, a 38,500 square foot, $16 million dollar long -term acute care hospital that opened in 2007. Mayhill Hospital, a 40,000 square -foot private hospital specializing in adult and senior population behavioral care and one of the nation's only facilities to provide the top -rated Schick - Shadel substance abuse treatment opened in 2005. RECREATION ... Lake Ray Roberts, located approximately 8 miles northeast of the City's corporate boundary on the Elm Fork of the Trinity River, is a major water conservation and flood control facility of more than 799,600 acre -feet of storage that allows for an abundance of parks and other water and outdoor related recreational facilities. The nine mile Greenbelt Hike /Bike /Equestrian Trail, located between Lake Ray Roberts and Lake Lewisville, is a cooperative project made possible by the Army Corps of Engineers and the Cities of Denton and Dallas. Nearby Lake Lewisville, one of North Texas' largest lakes is one of Texas' most popular recreation areas. Lake Lewisville has a shoreline of 183 miles located entirely in Denton County. Lake Lewisville attracts over 3,000,000 visitors to its shores annually. The upper reaches of the lake are only about 3 miles east of the Denton city limits, while the dam is 15 miles from downtown Denton. Grapevine Lake, another large body of water created by the U.S. Army Corps of Engineers, is located in Denton and Tarrant Counties. The dam is 23 miles from Denton. Parks and recreational areas abound on the shores of Lake Ray Roberts, Lake Lewisville, and Grapevine Lake. Boating fishing, hunting, swimming and all water sports are the favorite recreational pastimes, which, because of this area's favorable climate, are in use the year round. The City of Denton Parks and Recreation Department and the Denton Independent School District have created a partnership to produce a signature water recreation attraction. The $12.16 million Waterworks Park opened in 2003 and features four water slides, a children's play pool, a 600 ft. long continuous flow tubing river, outdoor amphitheater, pavilions, a sand volleyball court and two indoor pools. The Hula Loop slide was recently added to the Water Park and an ultra violet light sanitizing system has been added to all of the outdoor pools. Other recently completed capital improvement projects include the renovation and expansion of the Senior Center, the addition of new pedestrian trails at Denia Park and Unicorn Lake, the construction of Briercliff Park, Specialist Earnest W. Dallas, Jr. Veterans Memorial Park and Wheeler Ridge Park, improvements to the courtyard at City Hall and to the playground at Quakertown Park and a complete reconstruction of Owsley Park. The renovation of the golf driving range in North Lakes Park is underway and will be completed soon. Property was recently purchased to expand both Carl Young, Sr. Park, E. J. Milam Park and 26 acres on the north side of North Lakes Park that will be used to construct four new adult soccer /rugby fields. The Parks and Recreation Department is also looking to the future with the purchase of a 196 acre park site that will eventually become the home of athletic fields, walking trails, and a large multi - generational recreation and fitness center. A -7 APPENDIX B EXCERPTS FROM THE CITY OF DENTON, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the Year Ended September 30, 2014 The information contained in this Appendix consists of excerpts from the City of Denton, Texas Comprehensive Annual Financial Report for the Year Ended September 30, 2014, and is not intended to be a complete statement of the City's financial condition. Reference is made to the complete Report for further information. APPENDIX C FORMS OF BOND COUNSEL'S OPMONS Exhibit 2 ORDINANCE NO. 2015- AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF UP TO $98,925,000 IN PRINCIPAL AMOUNT OF "CITY OF DENTON CERTIFICATES OF OBLIGATION, SERIES 2015"; AUTHORIZING THE ISSUANCE OF THE CERTIFICATES; DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE CERTIFICATES; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID CERTIFICATES; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, the City Council of the City of Denton, Texas (the "Issuer"), deems it advisable to issue Certificates of Obligation in the amount of up to $98,925,000 for the purposes hereinafter set forth; and WHEREAS, the Certificates of Obligation hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Texas Local Government Code, Subchapter B, Chapter 1502, Texas Government Code and Chapter 1371, Texas Government Code; and WHEREAS, the City Council has heretofore passed two ordinances authorizing and directing the City Secretary to give notice of intention to issue Certificates of Obligation, and said notices have been duty published in a newspaper of general circulation in said Issuer, said newspaper being a "newspaper" as defined in Section 2051.044, Texas Government Code; and WHEREAS, the Issuer received no petition from the qualified electors of the Issuer protesting the issuance of such Certificates of Obligation; WHEREAS, the Issuer is an "issuer" within the meaning of Section 1371.001(4)(P), Texas Government Code, having (i) a principal amount of at least $100 million in outstanding long-term indebtedness, in long-term indebtedness proposed to be issued, or in a combination of outstanding or proposed long-term indebtedness and (ii) some amount of long-term indebtedness outstanding or proposed to be issued that is rated in one of the four highest rating categories for long-term debt instruments by a nationally recognized rating agency for municipal securities, without regard to the effect of any credit agreement or other form of credit enhancement entered into in connection with the obligation; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Texas Government Code Chapter 551; 'Now, Therefore THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE CERTIFICATES. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. (b) The term "Certificates" as used in this Ordinance shall mean and include collectively the certificate of obligation initially issued and delivered pursuant to this Ordinance (the "Initial Certificate") and all substitute certificates of obligation exchanged therefor, as well as all other substitute certificates of obligation and replacement certificates of obligation issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. (e) The Certificates of Obligation of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the maximum aggregate principal amount of $98,925,000 for the purpose of paying all or a portion of the Issuer's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, to wit: up to $80,125,000 in principal amount for the purpose of (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the Issuer's waterworks and sewer system; (b) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the Issuer's electric light and power system; and also for the purpose of paying all or a portion of the Issuer's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates of Obligation; and up to $18,800,000 in principal amount for the purpose of: (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the Issuer's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constructing, installing and equipping parking facilities; (e) acquisition of land and buildings to be used for administration facilities and/or park purposes; (f) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool. facilities; and (g) acquiring, constructing, installing and equipping replacement facility for Fire Station Number 2, including related site preparation, and acquiring, constructing, installing and equipping a new fire station, including the acquisition of land therefor; and also for the purpose of paying all or a portion of the Issuer's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates of Obligation (collectively, the "Projects"). (d) Each Certificate issued pursuant to this Ordinance shall be designated- "CITY OF DENTON CERTIFICATE OF OBLIGATION, SERIES 2015," and initially there shall be issued, sold, and delivered hereunder fully registered certificates, without interest coupons, payable to the respective registered owners thereof (with the Initial Certificate being made payable to the Purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said Certificates or any portion or portions thereof (in each case, the "Registered Owner"). The Certificates shall be in the respective principal amounts, shall be numbered, shall mature and be payable on the date or dates in each of the years and in the principal amounts, and shall bear interest to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the Pricing Certificate. Section 2. DELEGATION TO PRICING OFFICER. N (a) As authorized by Section 1371.053, Texas Government Code, as amended, the City Manager or an Assistant City Manager (the "Pricing Officer") is hereby authorized to act on behalf of the Issuer in selling and delivering the Certificates and carrying out the other procedures specified in this Ordinance, including, determining the date of the Certificates, any additional or different designation or title by which the Certificates shall be known, the price at which the Certificates will be sold, the years in which the Certificates will mature, the principal amount to mature in each of such years, the rate of interest to be borne by each such maturity, the interest payment and record dates, the price and terms upon and at which the Certificates shall be subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Certificates, including without limitation, obtaining municipal bond insurance for all or any portion of the Certificates (including in connection therewith the execution of any commitment agreements, membership agreements in mutual insurance companies, and other similar agreements) and providing for the terms and provisions thereof applicable to the Certificates, all of which shall be specified in the Pricing Certificate; provided that: (i) the aggregate original principal amount of the Certificates shall not exceed the amount set forth in Section 1(c) hereof; (ii) the maximum stated maturity of the Certificates shall not exceed February 15, 2045; (iii) the Certificates shall bear interest at a fixed rate, and the net effective interest rate on the Certificates shall not exceed 4,50%; (iv) the delegation made hereby shall expire if not exercised by the Pricing Officer through execution of the Pricing Certificate on or prior to October 7, 2015; and (v) on or prior to delivery, the Certificates shall be rated by a nationally recognized rating agency for municipal securities in one of the four highest categories for long-term obligations. (b) In establishing the aggregate principal amount of the Certificates, the Pricing Officer shall establish an amount not exceeding the aggregate principal amount authorized in Subsection (a) hereof, and not exceeding the respective amounts set forth in Section 1(c) hereof for each group of Projects, which shall be sufficient in amount to provide for the purposes for which the Certificates are authorized and to pay costs of issuing the Certificates. The Certificates shall be sold with and subject to such terms as set forth in the Pricing Certificate. Section 3. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration. Transfer, Conversion and Exchange, Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, (the "Paying Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange of the Certificates (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Certificate to which payments with respect to the Certificates shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given, The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the "Attorney General") and registered by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"). (b) Pa, ment of Certificates and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Certificates, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the Registered Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance (as modified in the Pricing Certificate). The Initial Certificate is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/Registrar's Authentication Certificate, in the form set forth in the FORM OF CERTIFICATE. rd (d) Pang Agent/Registrar for the Certificates. The Issuer covenants with the Registered Owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Certificates under this Ordinance, and that the Paying Agent/Registrar will be a single entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Certificates, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Certificates, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Authentication. Except as provided below, no Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Paying Agent/Registrar's Authentication Certificate substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Paying Agent/Registrar's Authentication Certificate on all of the Certificates. In lieu of the executed Paying Agent/Registrar's Authentication Certificate described above, the Initial Certificate delivered on the closing date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial Certificate has been duly approved by the Attorney General and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (f) Book - Entry -Only System. The Certificates issued in exchange for the Initial Certificate shall be initially issued in the form of a separate single fully registered Certificate for each of the maturities thereof. Upon initial issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection (g) hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Certificates registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner of Certificates, as shown on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Certificates, as shown in the Registration Books of any amount with respect to principal of or M interest on the Certificates. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal and interest with respect to such Certificate, for the purpose of registering transfers with respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Certificates to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Certificate evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close of business on the Record Date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. The previous execution and delivery of the Blanket Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Certificates. (g) Successor Securities Depositogy, • Transfers Outside Book - Entry -Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate certificated Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owners transferring or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance. (h) Pa ments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations to DTC. (i) Cancellation of Initial Certificate. On the closing date, the Initial Certificate, representing the entire principal amount of the Certificates, payable in stated installments to the Purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such Purchaser or its designee. Upon payment for the Initial Certificate, the Paying Agent/Registrar shall cancel the Initial Certificate and deliver to DTC on behalf of such Purchaser one registered definitive Certificate for each year of maturity of the Certificates, in the aggregate principal amount of all of the Certificates for such maturity. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying R Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Certificates in safekeeping for DTC. 0) Conditional Notice of Redemption. With respect to any optional redemption of the Certificates, unless the prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Certificates and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Certificates have not been redeemed. Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Comptroller's Registration Certificate to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance, and with the Form of Certificate to be modified pursuant to, and completed with information set forth in, the Pricing Certificate. (a) [Form of Certificate] NO. R- UNITED STATES OF AMERICA STATE OF TEXAS CITY OF DENTON CERTIFICATE OF OBLIGATION SERIES 2015 Interest Rate PRINCIPAL AMOUNT: Dated Date Maturity Date 20 February 15, 20_ El TU Wll��� 1010111W."I'M ON T14E MATURITY DATE specified above, the City of Denton, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from 2015 at the Interest Rate per annum specified above. Interest is payable on 20 and semiannually on each and thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate, shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the Registered Owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Certificate. The payment of interest on this Certificate shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Certificate (the "Certificate Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner of a Certificate appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar, The Issuer covenants with the Registered Owner of this Certificate that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS CERTIFICATE is one of a series of Certificates dated —, 2015, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of for the purpose of paying all or a portion of the Issuer's contractual obligations incurred pursuant to contracts for the purchase, construction and acquisition of certain real and personal property, to wit: $[ for the purpose of: (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the Issuer's waterworks and sewer system; (b) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the Issuer's electric light and M power system; and also for the purpose of paying all or a portion of the Issuer's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates; and $[ for the purpose of: (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the Issuer's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constructing, installing and equipping parking facilities; (e) acquisition of land and buildings to be used for administration facilities and/or park purposes; (f) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool facilities; and (g) acquiring, constructing, installing and equipping replacement facility for Fire Station Number 2, including related site preparation, and acquiring, constructing, installing and equipping a new fire station, including the acquisition of land therefor; and also for the purpose of paying all or a portion of the Issuer's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates. ON 1 20----, or on any date thereafter, the Certificates of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Certificates, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. [THE CERTIFICATES scheduled to mature on in the years _ and ( the "Term Certificates") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Certificates, on the dates and in the respective principal amounts, set forth in the following schedule: Term Certificate Maturity: February 15, 20 Principal Mandatory Redemption Date Amount February 15,20 — $ February 15,20 — February 15,20_ February 15,20 (maturity) Term Certificate Maturity: February 15,20_ Mandatory Redemption Date February 15,20 February 15,20_ February 15,20 — February 15,20_ (maturity) Principal Amount The principal amount of Term Certificates of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase, or (3) shall U have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement.] AT LEAST 30 days prior to the date fixed for any redemption of Certificates or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of each Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Certificates or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Certificates or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. if a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Certificate Ordinance. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Certificates called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date or any prerequisite set forth in such notice of redemption. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received or such prerequisites were not met and shall rescind the redemption. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Certificate Ordinance, this Certificate may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Certificates, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The Form of Assignment printed or endorsed on this Certificate may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the Issuer. In any In circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Certificate have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law; and that this Certificate is additionally secured by and payable from a limited pledge (not to exceed $1,000) of the surplus revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of the Issuer's combined waterworks system, sanitary sewer system, and electric light and power system), all as provided in the Certificate Ordinance. THE ISSUER HAS RESERVED THE RIGHT to issue, in accordance with law, and in accordance with the Certificate Ordinance, other and additional obligations, and to enter into contracts, payable from ad valorem taxes and/or revenues of the Issuer's Utility System, on a parity with, or with respect to said revenues, superior in lien to, this Certificate. THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a majority in aggregate principal amount of the outstanding Certificates. BY BECOMING the Registered Owner of this Certificate, the Registered Owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Certificate and the Certificate Ordinance constitute a contract between each Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Mayor Pro-Tem) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate. (SEAL) (signature) City Secretary (signature) Mayor [INSERT BOND INSURANCE LEGEND, IF ANY] 11 (b) [Form of Paying Agent/Registrar's Authentication Certificate] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Certificate has been issued under the provisions of the Certificate Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: The Bank of New York Mellon Trust Company, National Association, Dallas, Texas Paying Agent/Registrar By: Authorized Representative (c) [Form of Assignment] ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee.) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints ' attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. =-04 Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must correspond an eligible guarantor institution participating in with the name of the Registered Owner as it a securities transfer association recognized appears upon the front of this certificate in every signature guarantee program. particular, without alteration or enlargement or any change whatsoever. 12 (d) [Form of Comptroller's Registration Certificate] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Certificate of Obligation has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate of Obligation has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) (e) [Initial Certificate Insertions] (i) The Initial Certificate shall be in the form set forth in paragraph (a) of this Section, except that: A. immediately under the name of the Certificate, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and TUSIP No. " shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF DENTON, TEXAS, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on February 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amounts Interest Rates (Information from Pricing Certificate to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from 2015 at the respective Interest Rate per annum specified above. Interest is payable on 20_ and semiannually on each and thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full." C. The Initial Certificate shall be numbered "T-l." 13 Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES. (a) A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Certificates, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer, The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Certificates. All ad valorem taxes levied and collected for and on account of the Certificates, together with any accrued interest received upon sale of the Certificates, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Certificates or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Certificates as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Certificates as such principal matures or is scheduled for redemption (but never less than 2% of the original principal amount of the Certificates as a sinking fund each year). Said tax shall be based on the latest approval tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Certificates or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Certificates, as such interest comes due and such principal matures or is scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by law. (b) The Certificates are additionally secured by revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of its combined waterworks system, sanitary sewer system, and electric light and power system) that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) or contractual obligations (now or hereafter existing) which are payable from all or any part of the net revenues of the Issuer's Utility System, constituting "Surplus Revenues", not to exceed $1,000. The Issuer shall deposit such Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to this Section, to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of this Section, if Surplus Revenues or other lawfully available moneys of the Issuer are actually on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to subsection (a) of this Section may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund. If Surplus Revenues are budgeted and appropriated for deposit into the Interest and Sinkin.&Fund, the Issuer: (i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not less than 1/12th of the annual debt service on the Certificates to be paid from Surplus Revenues until the amount on deposit in the interest and Sinking Fund equals the amount required for annual debt service on the Certificates; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of the Certificates; and (iii) shall at all times maintain and collect sufficient Utility System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining 14 the Utility System, produce revenues in an amount not less than the debt service requirements of all outstanding Utility System revenue bonds of the Issuer and other obligations of the Issuer which are secured in whole or in part by a pledge of revenues of the Utility System and for which the Issuer is budgeting the repayment of such obligations from the revenues of the Utility System, or the Issuer shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the Interest and Sinking Fund, in conjunction with any other legally available funds except Utility System rates and charges, sufficient for the repayment of Utility System debt service requirements. (c) Chapter 1208, Texas Government Code, applies to the issuance of the Certificates and the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Certificates are outstanding and unpaid, the result of such amendment being that the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the Registered Owners of the Certificates a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. Section 6. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Certificate, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Certificates shall have become due and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations, Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the Registered Owners of the Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar that is not required for the payment of the Certificates and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Government Obligations are held for the payment of Defeased Certificates may contain provisions permitting the investment or reinvestment of 15 such moneys in Government Obligations or the substitution of other Government Obligations upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Defeased Certificates, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" means any securities and obligations now or hereafter authorized by state law that are eligible to discharge obligations such as the Certificates, including (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America., (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate. Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. Application for replacement of damaged, mutilated, lost,, stolen or destroyed Certificates shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the Registered Owner applying for a replacement Certificate shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Certificate, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. . (c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event any such Certificate shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. W61 (d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement Certificate, the Paying Agent/Registrar shall charge the Registered Owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement Certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Certificate shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Sec. 1206.022 Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Certificate without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificates issued in conversion and exchange for other Certificates. Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the Initial Certificate and all necessary records and proceedings pertaining to the Initial Certificate pending its delivery and its investigation, examination, and approval by the Attorney General, and its registration by the Comptroller. Upon registration of the Initial Certificate said Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificate, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Certificates. In addition, if bond insurance is obtained, the Certificates may bear an appropriate legend as provided by the insurer.' (b) The obligation of the Purchaser to accept delivery of the Certificates is subject to the Purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Certificates to the Purchaser. The engagement of such firm as bond counsel to the Issuer in connection with the issuance, sale and delivery of the Certificates is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter. Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Certificates as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: 17 (1) to take any action to assure that no more than 10 percent of the proceeds of the Certificates (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 14 1 (b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Certificates, in contravention of section 14 1 (b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Certificates (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 14 1 (c) of the Code; (4) to refrain from taking any action that would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 14 1 (b) of the Code; (5) to refrain from taking any action that would result in the Certificates being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Certificates, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Certificates, other than investment property acquired with B (A) proceeds of the Certificates invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury ("Treasury Regulations"), and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Certificates; (7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Certificates have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. V (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is hereby established by the issuer for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the Certificateholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Certificates. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Certificates, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Certificates, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Certificates under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or the Pricing Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Certificates. (d) Allocation of and Limitation on Expenditures for the Projects. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition of the Projects on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Projects are completed. The foregoing notwithstanding, the Issuer shall not expend proceeds of the sale of the Certificates or investment earnings thereon more than 60 days after the earlier of (1) the fifth.anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such expenditure will not adversely affect the status, for federal income tax purposes, of the Certificates or the interest thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Projects. The Issuer covenants that the Projects will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. (f) Reimbursement. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. ILI Section 10, SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Certificates shall be sold and delivered subject to the provisions of Section I and Section 2 hereof through a negotiated sale, competitive sale or private placement and pursuant to the terms and provisions of a purchase contract or a notice of sale and official bid form (in either case, the "Purchase Agreement"), the terms and provisions of which are to be determined by the Pricing Officer in accordance with Section 2 hereof, and in which the purchaser or purchasers of the Certificates (the "Purchaser") shall be designated. The Pricing Officer is hereby authorized to execute and deliver the Purchase Agreement for an on behalf of the Issuer. The Certificates shall initially be registered in the name of the Purchaser or its designee. (b) The Issuer hereby approves the form and content of the draft preliminary official statement relating to the Certificates and any addenda, supplement or amendment thereto, and approves the distribution of such preliminary official statement in the reoffering of the Certificates by the Purchaser in final form, with such changes therein or additions thereto as the Pricing Officer may deem advisable. The Pricing Officer is hereby authorized, in the name and on behalf of the Issuer, to approve, distribute, and deliver a final preliminary official statement and a final official statement relating to the Certificates to be used by the Purchaser in the marketing of the Certificates. (c) The Pricing Officer is authorized, in connection with effecting the sale of the Certificates, to obtain from a municipal bond insurance company so designated in the Pricing Certificate (the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support of the Certificates. To that end, should the Pricing Officer exercise such authority and commit the Issuer to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect, the requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to effect the issuance of the Insurance Policy by the Insurer, including commitment agreements, membership agreements in mutual insurance companies and other similar agreements. (d) The Mayor and Mayor Pro Tem, the City Manager, Pricing Officer and City Secretary and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Pricing Certificate, the Certificates, the sale of the Certificates, any Purchase Agreement and the Official Statement. In case any officer whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Certificates issued for the Projects shall be used along with other Certificate proceeds for the Projects; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on Certificate proceeds that are required to be rebated to the United States of America pursuant to Section 9 hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. 20 Section 12. CONSTRUCTION FUND OR ACCOUNT; INVESTMENTS. (a) The proceeds of sale of the Certificates, excluding any accrued interest received from the initial purchaser of the Certificates and any other amounts to be deposited into the Interest and Sinking Fund, and amounts to pay costs of issuance of the Certificates, shall be deposited in one or more construction funds or accounts for use, along with any investment earnings thereon, by the Issuer for payment of all lawful costs associated with the acquisition and construction of the Projects as hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in said funds or accounts, including investment earnings, shall be transferred to the Interest and Sinking fund. Amounts so deposited to the Interest and Sinking Fund shall be used in the manner described in Section 5 of this Ordinance. (b) The Issuer may invest proceeds of the Certificates (including investment earnings thereon) issued for the Projects and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sate of the Certificates will be used as soon as practicable for the purposes for which the Certificates are issued. (c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. Section 13. COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in the electronic format prescribed by the MSRB, financial information and operating data (the "Annual Operating Report") with respect to the Issuer of the general type included in the final Official Statement authorized by this Ordinance, being the information described in the Pricing Certificate, The Issuer will additionally provide financial statements of the Issuer (the "Financial Statements"), that will be (i) prepared in accordance with the accounting principles described in the Pricing Certificate or such other accounting principles as the Issuer may be required to employ from time to time pursuant to State law or regulation and shall be in substantially the form included in the final Official Statement and (ii) audited, if the Issuer commissions an audit of such Financial Statements and the audit is completed within the period during which they must be provided. The Issuer will update and provide the Annual Operating Report within six months after the end of each fiscal year and the Financial Statements within 12 months of the end of each fiscal year, in each case beginning with the fiscal year ending in and after 2015. The Issuer may provide the Financial Statements earlier, including at the time it provides its Annual Operating Report, but if the audit of such Financial Statements is not complete within 12 months after any such fiscal year end, then the Issuer shall file unaudited Financial Statements within such 12-month period and audited Financial Statements for the applicable fiscal year, when and if the audit report on such Financial Statements becomes available. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. 21 (ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. (c) Event Notices. (i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Non-payment related defaults; 2. Modifications to rights of holders of the Certificates; 3. Certificate calls; 4. Release, substitution, or sale of property securing repayment of the Certificates; 5. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; and 6. Appointment of a successor or additional trustee or the change of name of a trustee. GO The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Certificates, without regard to whether such event is considered material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Unscheduled draws on debt service reserves reflecting financial difficulties; 3. Unscheduled draws on credit enhancements reflecting financial difficulties; 4. Substitution of credit or liquidity providers, or their failure to perform; 5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701ETEB) or other material notices or determinations with respect to the tax-exempt status of the Certificates, or other material events affecting the tax-exempt status of the Certificates; 6. Tender offers; 7. Defeasances; 8. Rating changes; and 9. Bankruptcy, insolvency, receivership or similar event of an obligated person. (iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. P-A (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes the Certificates no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the Registered Owners and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates. at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Registered Owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the Registered Owners and beneficial owners of the Certificates. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. 23 (e) Amendment of the Rule. The provisions of this Section shall be revised by the Pricing Officer to reflect the requirements of the Rule if the Rule is amended after the adoption of this Ordinance but prior to the delivery of the Certificates so as to permit an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule. Any such revisions shall be set forth in the Pricing Certificate and are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal amount a majority of the aggregate principal amount of then outstanding Certificates that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to: (1) Make any change in the maturity of any of the outstanding Certificates; (2) Reduce the rate of interest borne by any of the outstanding Certificates; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Certificates; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Certificates or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of Certificates necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each Registered Owner of the affected Certificates a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of Now York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Certificates. (d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least a majority in aggregate 24 principal amount of all of the Certificates then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Certificate during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of a majority in aggregate principal amount of the affected Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely upon the registration of the ownership of such Certificates on the Registration Books kept by the Paying Agent/Registrar. Section 15. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. 25 (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or agents of the Issuer or the members of its governing body. Section 16. APPROPRIATION. To pay the debt service coming due on the Certificates, if any, prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount, which together with capitalized interest received from the sale of the Certificates, if any, will be sufficient to pay such debt service, and such amount shall be used for no other purpose. Section 17. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. Section 18. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase 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 portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. [Signature page follows] M-1 PASSED, APPROVED AND EFFECTIVE this April 7, 2015. Mayor, City of Denton, Texas ATTEST: City Secretary, City of Denton, Texas APPROVED AS TO LEGAL FORM: 141 '—C!,tvAttorney, City U De , texas City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -252, Version: 1 DEPARTMENT: CM /ACM: DATE: Finance Bryan Langley April 7, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $49,120,000 in principal amount of "City of Denton General Obligation Refunding and Improvement Bonds, Series 2015 "; authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; and enacting other provisions relating to the subject. BACKGROUND This bond sale was previously discussed with the Audit/Finance Committee and the City Council on February 16, 2015 and March 3, 2015, respectively. At the time of these discussions, staff anticipated refunding $24,270,000 in existing debt as part of this issuance, if market conditions were favorable. Based on the advice of the City's financial advisor, First Southwest Company, market conditions are favorable, and as such, staff requests approval to proceed with the refunding of a portion of the 2006 Certificates of Obligation, 2006 General Obligation Bonds, 2007 Certificates of Obligation, 2007 General Obligation Bonds and 2007A Certificates of Obligation. The refunding will not extend the maturity date of the existing debt and includes up to an additional $2 million for escrow costs. In addition, the bond sale includes the issuance of $22,850,000 in General Obligation Bonds (GOs). Below is a listing of recommended voter approved projects: 2012 Bond Election 1. Street Improvements (3rd Year) - $ 4,000,000 2014 Bond Election. 1. Miscellaneous Traffic Signals - $ 500,000 2. New Transportation Division Facility - $ 1,500,000 3. Miscellaneous Sidewalks - $ 250,000 4. Miscellaneous Roadways - $ 500,000 5. Ruddell Extension at Mingo Road from Loop 288 to Mayhill (Design) - $ 790,000 6. Morse Street Expansion to Full Collector Capacity (Design) - $ 1,250,000 City of Denton Page 1 of 4 Printed on 4/2/2015 File #: ID 15 -252, Version: 1 7. Bonnie Brae Secondary Arterial IH35E to North of Scripture (Design) - $ 2,000,000 8. Reconstruction of Residential, Collector & Arterial Streets - $ 2,000,000 9. Rail Quiet Zone from McKinney Street to Prairie Street - $ 350,000 Subtotal - Street Improvements (Proposition 1) $ 9,140,000 10. Police Lobby Renovation - 11. Relocation of Police Communications Center & Bureau (Design) - $ 205,000 12. Police Firing Range Improvements with Ten Foot Berm Addition - 13. Fire Station 43 Remodel/Rebuild (Design/Land Acquisition) - 14. Fire Station 44 Remodel/Rebuild (Design/Land Acquisition) - Subtotal - Public Safety Facilities (Proposition 2) 15. Eagle Drive Drainage Improvements Phase 2 - 16. Magnolia Street Drainage Phase 2 - Subtotal - Drainage & Flood Control Improvements (Proposition 3) 17. Playground Replacements - 18. Park Improvements (Lake Forest Park Shelter) - 19. Sprayground - 20. Water Works Park Additions Wave Pool/Concession Stand (Design) - 21. Vela Soccer Complex Phase II Construction - Subtotal - Park System Improvements (Proposition 4) 2014 Bond Election Total - $ 115,000 Criminal Investigation $ 485,000 $ 955,000 $ 1,120,000 $ 2,880,000 $ 2,098,000 $ 2,557,000 $ 4,655,000 $ 150,000 $ 55,000 $ 200,000 $ 437,000 $ 1,333,000 $ 2,175,000 $18,850,000 The below chart provides a summary of voter approved bonds including amounts previously issued and those being proposed: Purpose Date Authorized Amount Authorized Amount Heretofore Issued Amount Being Proposed Remaining Balance Streets 11/6/2012 $20,400,000 $8,000,000 $4,000,000 $ 8,400,000 Streets 11/4/2014 $61,710,000 $ 0 $9,140,000 $52,570,000 Public Safety 11/4/2014 $16,565,000 $ 0 $2,880,000 $13,685,000 Drainage 11/4/2014 $ 8,545,000 $ 0 $4,655,000 $ 3,890,000 Parks 11/4/2014 $11,355,000 $ 0 $2,175,000 Is 9,180,000 Since bond market conditions can change rapidly, staff is recommending that the City Council approve a delegated parameters sale for the GOs. The parameters ordinance sets the following requirements in order to complete the sale of the GOs. - Maximum amount of sale is $49,120,000 City of Denton Page 2 of 4 Printed on 4/2/2015 File #: ID 15 -252, Version: 1 - Final stated maturity of February 15, 2035 - Refunding must produce savings of at least 4.00% - Delegation authority ends October 7, 2015 By doing so, City staff will be authorized to execute the sale without additional Council action. Once the exact terms of the transaction are determined, staff will provide the City Council with additional information in an informal staff report. Staff plans to discuss the upcoming issuance in detail with the bond rating agencies on April 28h and apply for ratings. Rating and associated reports will be sent to the City Council upon receipt. Staff tentatively plans to sell the COs & GOs through a competitive bond sale during the week of May 18'', depending on market conditions. PLANNED GO SALE AND TAX RATE IMPACT 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 rates for FY 2014 -15 and an 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. The Audit/Finance Committee unanimously recommended approval to forward the upcoming bond issuance to the City Council for consideration. On March 3, 2015, the City Council adopted Ordinance No. 2015 -050 and 2015 -051 directing the publication of Notice of Intention to Issue Certificates of Obligation of the City of Denton totaling $98,925,000. On March 6, 2015, the 2014 Bond Oversight Committee also received a presentation on the General Obligation bond sale. City of Denton Page 3 of 4 Printed on 4/2/2015 File M ID 15 -252, Version: 1 EXHIBITS Exhibit l: Preliminary Official Statement Exhibit 2: 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 4/2/2015 . n, _c c c c� c -o c i� c ce' � � c c n, -o v ' Exhibit 1 DRAFT PRELIMINARY OFFICIAL, STATEMENT Ratings: Rest outl p est Fitch:., ". Dated May _, 2015 S &P: " (See "Other Information - NEW ISSUE - Book-Entry-Only Ratings" herein) In the opinion of Bond Counsel, interest on the Certificates will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. THE CERTIFICATES WILL NOT BE DESIGNATED AS "QUALIFIED TAX - EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS $87,980,000* CITY OF DENTON, TEXAS (Denton County) CERTIFICATES OF OBLIGATION, SERIES 2015 Dated Date: June 1, 2015 Interest Accrues from Delivery Date Due: February 15, as shown below PAYMENT TERMS ... Interest on the $87,980,000* City of Denton, Texas Certificates of Obligation, Series 2015 (the "Certificates ") will accrue from the delivery date (the "Delivery Date "), will be payable February 15 and August 15 of each year, commencing February 15, 2016, until maturity or prior redemption, and will be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. The definitive Certificates will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ( "DTC ") pursuant to the Book -Entry-Only System described herein. Beneficial ownership of the Certificates may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Certificates will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Certificates will be payable by the Paying Agent /Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Certificates. See "The Obligations - Book - Entry-Only System" herein. The initial Paying Agent /Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Obligations - Paying Agent /Registrar "). AUTHORITY FOR ISSUANCE ... The Certificates are issued pursuant to the Constitution and general laws of the State of Texas, (the "State ") particularly Subchapter C of Chapter 271, Texas Local Government Code (the Certificate of Obligation Act of 1971), as amended, and Texas Government Code, Chapter 1371, as amended, and constitute direct obligations of the City of Denton, Texas (the "City "), payable from a combination of (i) the levy and collection of a direct annual ad valorem tax, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge of surplus net revenues of the City's Utility System not in excess of $1,000, as provided in the Certificate Ordinance (defined herein) authorizing the Certificates (see "The Obligations - Authority for Issuance "). PURPOSE .. . Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and equipment for, and acquiring, constricting, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constricting, installing and equipping parking facilities; (e) acquisition of land and buildings to be used for administration facilities and /or park purposes; (f) acquiring, constricting, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool facilities; and (g) acquiring, constricting, installing and equipping replacement facility for Fire Station Number 2, including related site preparation, and acquiring, constricting, installing and equipping a new fire station, including the acquisition of land therefor; (h) acquisition of vehicles and equipment for, and acquiring, constricting, installing and equipping additions, extensions, renovations and improvements to, the City's waterworks and sewer system; (i) acquisition of equipment for, and acquiring, constricting, installing and equipping additions, extensions, renovations and improvements to, the City's electric light and power system and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates (see "Plan of Financing "). MATURITY SCHEDULE See page 2 SEPARATE ISSUES ... The Certificates are being offered by the City concurrently with the "City of Denton General Obligation Refunding and Improvement Bonds, Series 2015" (the "Bonds "), and such Certificates and Bonds are hereinafter sometimes referred to collectively as the "Obligations." The Certificates and Bonds are separate and distinct securities offerings being issued and sold independently except for the common Official Statement, and, while the Obligations share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the type of obligation being offered, its terns for payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and other features. LEGALITY ... The Certificates are offered for delivery when, as and if issued and received by the Initial Purchaser subject to the approving opinion of the Attorney General of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Forms of Bond Counsel's Opinions "). DELIVERY ... It is expected that the Certificates will be available for delivery through The Depository Trust Company on June , 2015. SEALED BIDS DUE MAY _, 2015, AT 11:00 AM, CDT * Preliminary, subject to change. See "Adjustment of Principal Amount and/or Types of Bids" herein. Principal Amount Maturity $2,565,000 2016 3,515,000 2017 3,645,000 2018 3,810,000 2019 4,015,000 2020 1,980,000 2021 2,080,000 2022 2,190,000 2023 2,310,000 2024 2,430,000 2025 2,230,000 2026 2,345,000 2027 2,470,000 2028 2,595,000 2029 2,740,000 2030 MATURITY SCHEDULE* Interest CUSIP Rate Yield Suffix (1) CUSIP Prefix: 248866 (n) Principal Interest Amount Maturity Rate $2,885,000 2031 3,035,000 2032 3,190,000 2033 3,360,000 2034 3,540,000 2035 2,520,000 2036 2,630,000 2037 2,740,000 2038 2,855,000 2039 2,975,000 2040 3,120,000 2041 3,285,000 2042 3,455,000 2043 3,640,000 2044 3,830,000 2045 CUSIP Yield Suffix (1) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither of the City or the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION ... The City reserves the right, at its option, to redeem Certificates having stated maturities on and after February 15, 2026, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2025, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Obligations — Optional Redemption "). * Preliminary, subject to change. See "Adjustment of Principal Amount and /or Types of Bids" herein. 2 - U U� o s; 2 s u .c G U� .n .n � o 0 >, o U o is� � a o o G. G o o � o 2 G � G un G >� DRAFT irst5mithw e PRELIMINARY OFFICIAL STATEMENT Ratings: Fst Fitch: „ Dated May _, 2015 S &P: it (See "Other Information - NEW ISSUE - Book -Entry -Only Ratings" herein) In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAX - EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS $43,150,000* CITY OF DENTON, TEXAS (Denton County) D E ''17 .. GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2015 Dated Date: June 1, 2015 Due: February 15, as shown below Interest Accrues from Delivery Date PAYMENT TERMS ... Interest on the $43,150,000* City of Denton, Texas General Obligation Refunding and Improvement Bonds, Series 2015 (the "Bonds ") will accrue from the delivery date (the "Delivery Date "), will be payable August 15 and February 15 of each year, commencing August 15, 2015, until maturity or prior redemption, and will be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ( "DTC ") pursuant to the Book - Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent /Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "The Obligations - Book- Entry-Only System" herein. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Obligations - Paying Agent/Registrar "). AUTHORITY FOR ISSUANCE ... The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, (the "State ") including particularly Texas Government Code, Chapters 1207, 1371 and 1331, as amended, and are direct obligations of the City of Denton, Texas (the "City "), payable from an annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, as provided in the Bond Ordinance (defined herein) authorizing the Bonds (see "The Obligations - Authority for Issuance" and "The Obligations — Security and Source of Payment "). PURPOSE ... Proceeds of the Bonds are expected to be used (i) to refund certain outstanding obligations of the City described on Schedule I attached hereto (the "Refunded Obligations ") for debt service savings; (ii) for street improvements, public safety facilities improvements, stormwater drainage and flood control improvements, and park system improvements, and (iii) to pay the costs associated with the issuance of the Bonds (see "Plan of Financing "). MATURITY SCHEDULE See page 4 SEPARATE ISSUES ... The Bonds are being offered by the City concurrently with the "City of Denton Certificates of Obligation, Series 2015" (the "Certificates "), under a common Official Statement, and such Bonds and Certificates are hereinafter sometimes referred to collectively as the "Obligations." The Bonds and Certificates are separate and distinct securities offerings being issued and sold independently except for the common Official Statement, and, while the Obligations share certain common attributes, each issue is separate from the other and should be reviewed and analyzed independently, including the type of obligation being offered, its terms for payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and other features. LEGALITY ... The Bonds are offered for delivery when, as and if issued and received by the Initial Purchaser subject to the approving opinion of the Attorney General of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Forms of Bond Counsel's Opinions "). DELIVERY ... It is expected that the Bonds will be available for delivery through The Depository Trust Company on June 2015. SEALED BIDS DUE MAY _, 2015, AT 11:30 AM, CDT * Preliminary, subject to change. See "Adjustment of Principal Amount and /or Types of Bids" herein. Principal Amount Maturity $ 640,000 2016 1,125,000 2017 2,435,000 2018 2,555,000 2019 2,675,000 2020 2,815,000 2021 2,975,000 2022 3,135,000 2023 3,300,000 2024 3,480,000 2025 MATURITY SCHEDULE* Interest Initial CUSIP Rate Yield Suffix(') Principal Amount Maturity $ 3,660,000 2026 3,080,000 2027 1,645,000 2028 1,195,000 2029 1,260,000 2030 1,320,000 2031 1,375,000 2032 1,430,000 2033 1,495,000 2034 1,555,000 2035 CUSIP Prefix: 248866 (n) Interest Initial CUSIP Rate Yield Suffix (1) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither of the City or the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION ... The City reserves the right, at its option, to redeem Bonds having stated maturities on and after February 15, 2026, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2025, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Obligations — Optional Redemption "). * Preliminary, subject to change. See "Adjustment of Principal Amount and /or Types of Bids" herein. 4 This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation, or sale. No dealer, broker, salesperson, or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, ifgiven or made, such other information or representations must not be relied upon. For purposes of compliance with Rule 15c 2 -12 of the Securities and Exchange Commission (the "Rule'), this document constitutes an Official Statement of the City with respect to the Obligations that has been "deemed final" by the City as of its date except for the omission of no more than the information permitted by the Rule. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the representation, promise, or guarantee of the Financial Advisor. Any information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein since the date hereof. See "Other Information - Continuing Disclosure of Information" for a description of the City's undertaking to provide certain information on a continuing basis. Neither the City nor its Financial Advisor make any representation as to the accuracy, completeness, or adequacy of the information supplied by The Depository Trust Company for use in this Official Statement. THIS OFFICIAL STATEMENT CONTAINS "FORWARD- LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE, AND ACHIEVEMENTS TO BE DIFFERENT FROM FUTURE RESULTS, PERFORMANCE, AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD - LOOKING STATEMENTS INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLYFROM THOSE SET FORTH IN THE FORWARD- LOOKING STATEMENTS. THE OBLIGATIONS ARE EXEMPT FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE OBLIGATIONS IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTION IN WHICH THE OBLIGATIONS HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED AS A RECOMMENDATION THEREOF. TABLE OF CONTENTS OFFICIAL STATEMENT SUMMARY ...... ..............................6 INVESTMENTS ........................................................................ 32 TABLE 14- CURRENT INVESTMENTS ... ............................... 33 CITY OFFICIALS, STAFF AND CONSULTANTS .................8 ELECTED OFFICIALS .............................. ............................... 8 SELECTED ADMINISTRATIVE STAFF ........ ..............................8 CONSULTANTS AND ADVISORS ............... ..............................8 INTRODUCTION ......................................... ............................... 9 PLAN OF FINANCING THE OBLIGATIONS ................................... .............................10 TAX INFORMATION .................................. .............................15 37 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL 37 OBLIGATION DEBT ...................... .............................21 37 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY ................................. .............................22 37 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY................................... ............................... 23 TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY..23 LEGAL OPINIONS ................................ ............................... TABLE 5 - TEN LARGEST TAXPAYERS .. .............................23 AUTHENTICITY OF FINANCIAL DATA AND OTHER TABLE 6 - ESTIMATED OVERLAPPING TAX DEBT ..............24 INFORMATION .......................... ............................... DEBT INFORMATION ............................... .............................25 TABLE 7 - GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS .......................... .............................25 TABLE 8 - INTEREST AND SINKING FUND BUDGET PROJECTION .............................. ............................... 26 TABLE 9 - COMPUTATION OF SELF - SUPPORTING DEBT ..... 26 TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS ................... .............................26 TABLE 11 - OTHER OBLIGATIONS ........ .............................27 FINANCIAL INFORMATION .................... .............................29 37 TABLE 12 - CHANGES IN NET POSITION ............................29 37 TABLE 12A - GENERAL FUND REVENUES AND 37 EXPENDITURE HISTORY .............. .............................30 TABLE 13 - MUNICIPAL SALES TAX HISTORY ...................31 37 TAX MATTERS ......................................... ............................... 34 CONTINUING DISCLOSURE OF INFORMATION............ 36 OTHER INFORMATION ......................... ............................... 37 RATINGS............................................. ............................... 37 LITIGATION ......................................... ............................... 37 REGISTRATION AND QUALIFICATION OF OBLIGATIONS FORSALE ................................. ............................... 37 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS .......... ............................... 37 LEGAL OPINIONS ................................ ............................... 38 AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION .......................... ............................... 38 FINANCIAL ADVISOR ........................... ............................... 38 INITIAL PURCHASER OF THE BONDS .... ............................... 39 INITIAL PURCHASER OF THE CERTIFICATES ........................ 39 CERTIFICATION OF THE OFFICIAL STATEMENT .................. 39 FORWARD - LOOKING STATEMENTS DISCLAIMER ................ 39 MISCELLANEOUS ................................ ............................... 39 SCHEDULE OF REFUNDED OBLIGATIONS ......... Schedule I APPENDICES GENERAL INFORMATION REGARDING THE CITY ................. A EXCERPTS FROM THE ANNUAL FINANCIAL REPORT .......... B FORMS OF BOND COUNSEL'S OPINIONS ............................. C The cover page hereof, this page, the schedule, the appendices included herein and any addenda, supplement or amendment hereto, are part of the Official Statement. OFFICIAL STATEMENT SUMMARY This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Bonds and Certificates to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official Statement. THE CITY ...... ............................... The City of Denton (the "City") is a political subdivision and municipal corporation of the State, located in Denton County, Texas. The City covers approximately 97.411 square miles (see "Introduction - Description of the City"). THE BONDS ... ............................... The $43,150,000* City of Denton General Obligation Refunding and Improvement Bonds, Series 2015 are to mature on February 15 in the years 2016 through 2035 (see "The Obligations - Description of the Obligations "). THE CERTIFICATES ..................... The $87,980,000* City of Denton Certificates of Obligation, Series 2015 are to mature on February 15 in the years 2016 through 2045 (see "The Obligations - Description of the Obligations"). PAYMENT OF INTEREST .............. Interest on the Bonds accrues from the Delivery Date (defined herein) and is payable August 15, 2015 and each February 15 and August 15 thereafter until maturity or prior redemption. Interest on the Certificates accrues from the Delivery Date and is payable February 15, 2016 and each August 15 and February 15 thereafter until maturity or prior redemption (see "The Obligations - Description of the Obligations" and "The Obligations - Optional Redemption "). AUTHORITY FOR ISSUANCE.......... The Bonds are issued pursuant to the Constitution and general laws of the State, including particularly Texas Government Code, Chapters 1207, 1371 and 1331, as amended, and an ordinance (the "Authorizing Bond Ordinance ") of the City in which the City Council delegated to each of the City Manager and the Assistant City Manager authority to complete the sale of the Bonds. The terms of the sale will be included in a "Pricing Certificate," which will complete the sale of the Bonds (the Authorizing Bond Ordinance and the Pricing Certificate for the Bonds are jointly referred to as the 'Bond Ordinance ") (see "The Obligations - Authority for Issuance "). The Certificates are issued pursuant to the Constitution and general laws of the State, particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and Texas Government Code, Chapter 1371, as amended, and an ordinance (the "Authorizing Certificate Ordinance ") of the City in which the City Council delegated to each of the City Manager and the Assistant City Manager authority to complete the sale of the Certificates. The terms of the sale will be included in a "Pricing Certificate," which will complete the sale of the Certificates (the Authorizing Certificate Ordinance and the Pricing Certificate for the Certificates are jointly referred to as the "Certificate Ordinance ") (see "The Obligations - Authority for Issuance "). SECURITY FOR THE BONDS .......... The Bonds constitute direct obligations of the City, payable from a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property located within the City (see "The Obligations - Security and Source of Payment "). SECURITY FOR THE CERTIFICATES .. ............................ The Certificates constitute direct obligations of the City, payable from a combination of (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (see "The Obligations - Security and Source of Payment "). REDEMPTION ............................... The City reserves the right, at its option, to redeem Bonds and Certificates, as the case may be, having stated maturities on and after February 15, 2026, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2025, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Obligations - Optional Redemption "). TAX EXEMPTION ............................ In the opinion of Bond Counsel, the interest on the Obligations will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. * Preliminary, subject to change. USE OF PROCEEDS ....................... Proceeds of the Bonds are expected to be used (i) to refund certain outstanding obligations of the City described on Schedule I attached hereto (the "Refunded Obligations ") for debt service savings; (ii) for street improvements, public safety facilities improvements, stormwater drainage and flood control improvements, and park system improvements, and (iii) to pay the costs associated with the issuance of the Bonds (see "Plan of Financing "). Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constructing, installing and equipping parking facilities; (e) acquisition of land and buildings to be used for administration facilities and /or park purposes; (f) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool facilities; and (g) acquiring, constructing, installing and equipping replacement facility for Fire Station Number 2, including related site preparation, and acquiring, constructing, installing and equipping a new fire station, including the acquisition of land therefor; (h) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's waterworks and sewer system; (i) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's electric light and power system and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates (see "Plan of Financing "). RATINGS .......... ............................ The Obligations and the presently outstanding general obligation debt of the City are rated "" by Fitch Ratings ( "Fitch ") and "" by Standard & Poor's Rating Services, a Standard & Poor's Financial Services LLC business ( "S &P "). Boox -ENTRY -ONLY SYSTEM...... The definitive Obligations will be initially registered and delivered only to Cede & Co., the nominee of DTC pursuant to the Book - Entry-Only System described herein. Beneficial ownership of the Obligations may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Obligations will be made to the beneficial owners thereof. Principal of, premium if any, and interest on the Obligations will be payable by the Paying Agent /Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations (see "The Obligations - Book -Entry-Only System "). PAYMENT RECORD ...................... The City has never defaulted on the payment of its tax - supported indebtedness. SELECTED FINANCIAL INFORMATION Net Ratio Net Fiscal Taxable Tax Debt Per Capita Tax Debt to Year Taxable Assessed Outstanding Net Funded Taxable % of Ended Estimated Assessed Valuation at End of Tax Assessed Total Tax 9/30 Population (1) Valuation (2) Per Capita Fiscal Year (7) Debt Valuation Collections 2011 114,517 $6,230,117,958 $54,403 $116,165,650 $1,014 1.86% 99.72% 2012 115,662 6,412,375,004 (3) 55,441 113,939,700 985 1.78% 99.71% 2013 117,397 6,716,711,368 (4) 57,214 120,375,588 1,025 1.79% 99.66% 2014 119,158 6,979,224,274 (5) 58,571 123,827,115 1,039 1.77% 99.35% 2015 120,945 7,797,177,608 (6) 64,469 133,364,058 ($) 1,103($) 1.71% 0.00% (9) (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. Source: Denton Central Appraisal District as of September 3, 2014. (7) Excludes self - supported general obligation debt. (8) Includes a portion of the Bonds and Certificates. Excludes the Refiinded Obligations. Preliminary, subject to change. (9) Collections for part year only, through March 1, 2015. CITY OFFICIALS, STAFF AND CONSULTANTS ELECTED OFFICIALS Term City Council Expires Chris Watts May, 2016 Mayor Kevin Roden May, 2015 Councilmember, District 1 John Ryan May, 2015 Councilmember, District 2 Jim Engelbrecht May, 2015 Councilmember, District 3 Joey Hawkins May, 2015 Councilmember, District 4 Dalton Gregory May, 2016 Councilmember, At Large Place 5 Greg Johnson May, 2016 Councilmember, At Large Place 6 SELECTED ADMINISTRATIVE STAFF Name Position George C. Campbell City Manager Jon Fortune Assistant City Manager John Cabrales Assistant City Manager Howard Martin Assistant City Manager Bryan Langley Assistant City Manager /CFO Chuck Springer Director of Finance Jennifer K. Walters City Secretary Anita Burgess City Attorney CONSULTANTS AND ADVISORS Auditors.......................................................................................................................................... ............................... Weaver, LLP Dallas, Texas Bond Counsel .............................................................................................. ............................... McCall, Parkhurst & Horton L.L.P. Dallas, Texas Financial Advisor ............................................................................................... ............................... First Southwest Company, LLC Fort Worth, Texas For additional information regarding the City, please contact Bryan Langley David Medanich Assistant City Manager /CFO Laura Alexander City of Denton First Southwest Company 215 E. McKinney Street or 777 Main Street, Suite 1200 Denton, Texas 76201 Fort Worth, Texas 76102 (940) 349 -8224 (817) 332 -9710 8 OFFICIAL STATEMENT RELATING TO CITY OF DENTON, TEXAS $43,150,000* $87,980,000* GENERAL OBLIGATION REFUNDING CERTIFICATES OF OBLIGATION, SERIES 2015 AND IMPROVEMENT BONDS, SERIES 2015 INTRODUCTION This Official Statement, which includes the Schedule and Appendices hereto, provides certain information regarding the issuance of $43,150,000* City of Denton. Texas General Obligation Refunding and Improvement Bonds, Series 2015 (the "Bonds ") and $87,980,000* City of Denton, Texas Certificates of Obligation, Series 2015 (the "Certificates "). The Bonds and the Certificates (collectively the "Obligations ") are separate and distinct securities offerings being authorized for issuance under separate ordinances (the "Bond Ordinance" and the "Certificate Ordinance ", respectively, each as defined below, and collectively the "Ordinances ") adopted by the City Council of the City, but are being offered and sold pursuant to a common Official Statement, and while the Bonds and Certificates share certain common attributes, each issue is separate and apart from the other and should be reviewed and analyzed independently, including the kind and type of obligation being issued, its terms of payment, the security for its payment, the rights of the holders, the federal, state or local tax consequences of the purchase, ownership or disposition of the Obligations and the covenants and agreements made with respect thereto. The City Council adopted an ordinance on April 7, 2015 authorizing the issuance of the Bonds (the "Authorizing Bond Ordinance "). In the Authorizing Bond Ordinance, as permitted by the provisions of Chapters 1207 and 1371, Texas Government Code, as amended, the City Council delegated the authority to each of the City Manager and the Assistant City Manager to establish the terms and details of the Bonds and to effect the sale of the Bonds pursuant to a "Pricing Certificate" (the Authorizing Bond Ordinance and the Pricing Certificate for the Bonds are jointly referred to as the "Bond Ordinance "). The City Council adopted an ordinance on April 7, 2015 authorizing the issuance of the Certificates (the "Authorizing Certificate Ordinance "). In the Authorizing Certificate Ordinance, as permitted by the provisions of Chapters 1371, Texas Government Code, as amended, the City Council delegated the authority to each of the City Manager and the Assistant City Manager to establish the terms and details of the Certificates and to effect the sale of the Certificates pursuant to a "Pricing Certificate" (the Authorizing Certificate Ordinance and the Pricing Certificate for the Certificates are jointly referred to as the "Certificate Ordinance "). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in each respective Ordinance, except as otherwise indicated herein. There follows in this Official Statement descriptions of the Obligations and certain information regarding the City and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor, First Southwest Company, LLC, Dallas, Texas. DESCRIPTION OF THE CITY ... The City of Denton, Texas (the "City") is a political subdivision located in Denton County operating as a home -rule city under the laws of the State of Texas and a charter approved by the voters in 1959. The City operates under the Council/Manager form of government where the Mayor and six Councilmembers are elected for staggered two -year terms. The City Council formulates operating policy for the City while the City Manager is the chief administrative officer. The City is approximately 97.411 square miles in area. PLAN OF FINANCING PURPOSE ... Proceeds of the Bonds are expected to be used (i) to refund certain outstanding obligations of the City described on Schedule I attached hereto (the "Refunded Obligations ") for debt service savings; (ii) for street improvements, public safety facilities improvements, stormwater drainage and flood control improvements, and park system improvements, and (iii) to pay the costs associated with the issuance of the Bonds. Proceeds from the sale of the Certificates will be used for (a) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's solid waste disposal system, including the acquisition of land for the City landfill; (b) renovations to, and equipping of, existing municipal buildings, including the acquisition and installation of replacement heating, venting and air conditioning equipment, roofing and flooring; (c) acquisition of vehicles and equipment for the fire, police, building inspections, animal services, streets and traffic control, facilities management, and parks and recreation departments; (d) acquiring, constructing, installing and equipping parking facilities; (e) acquisition of land and buildings to be used for administration facilities and /or park purposes; (f) acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to the Civic Center Pool facilities; and (g) acquiring, constructing, installing and equipping replacement facility for Fire Station Number 2, including related site preparation, and acquiring, constructing, installing and equipping a new fire station, including the acquisition of land therefor; (h) acquisition of vehicles and equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's waterworks and sewer system; (i) acquisition of equipment for, and acquiring, constructing, installing and equipping additions, extensions, renovations and improvements to, the City's electric light and power system and also for the purpose of paying all or a portion of the City's contractual obligations for professional services, including engineers, architects, attorneys, map makers, auditors, and financial advisors, in connection with said projects and said Certificates. * Preliminary, subject to change. REFUNDED BONDS ... Proceeds from the sale of the Bonds will be used in part to refund the Refunded Bonds. The principal and interest due on the Refunded Bonds are to be paid on the redemption date of such Refunded Bonds as shown in Schedule I, from funds to be deposited pursuant to an escrow agreement with respect to the Refunded Bonds (the "Refunded Bonds Escrow Agreement ") between the City and The Bank of New York Mellon Trust Company, N.A. (the "Refunded Bonds Escrow Agent "). The Bond Ordinance provides that from the proceeds of the sale of the Bonds received from the Initial Purchasers, together with other funds of the City, the City will deposit with the Refunded Bonds Escrow Agent an amount which, together with the Refunded Bonds Escrowed Securities (defined below) purchased with a portion of the Bond proceeds and the interest to be earned on such Refunded Bonds Escrowed Securities, will be sufficient to accomplish the discharge and final payment of the Refunded Bonds on their redemption date. Such funds will be held by the Refunded Bonds Escrow Agent in a special escrow account (the "Refunded Bonds Escrow Fund ") and used to purchase direct obligations of the United States of America (the "Refunded Bonds Escrowed Securities "). Under the Refunded Bonds Escrow Agreement, the Refunded Bonds Escrow Fund is irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds. Grant Thornton LLP ( "Grant Thornton "), certified public accountants, a nationally recognized accounting firm, will issue its report (the "Report") verifying at the time of delivery of the Bonds to the Initial Purchasers thereof the mathematical accuracy of the schedules that demonstrate the Refunded Bonds Escrowed Securities will mature and pay interest in such amounts which, together with uninvested funds, if any, in the Refunded Bonds Escrow Fund, will be sufficient to pay, when due, the principal of and interest on the Refunded Bonds. Such maturing principal of and interest on such Refunded Bonds Escrowed Securities will not be available to pay the Bonds (see "Other Information — Verification of Arithmetical and Mathematical Computations "). By deposit of the Refunded Bonds Escrowed Securities and cash, if necessary, with the Refunded Bonds Agent pursuant to the Refunded Bonds Agreement, the City will have effected the defeasance of all the Refunded Bonds in accordance with the law. It is the opinion of Bond Counsel that as a result of such defeasance and in reliance upon the report of Grant Thornton, the Refunded Bonds will be outstanding only for the purpose of receiving payments from the Refunded Bonds Escrowed Securities on deposit in the Refunded Bonds Escrow Fund and any cash held for such purpose by the Refunded Bonds Agent and such Refunded Bonds will not be deemed as being outstanding obligations of the City payable from taxes or other revenues received by the City, as the case may be, or for the purpose of applying any limitation on the issuance of debt, and the City will have no further responsibility with respect to amounts available in the Refunded Bonds Escrow Fund for the payment of the Refunded Bonds from time to time, including any insufficiency therein caused by the failure of to receive pay when due on the Refunded Bonds Escrowed Securities. THE OBLIGATIONS DESCRIPTION OF THE OBLIGATIONS ... The Obligations are dated June 1, 2015, and mature on February 15 in each of the years and in the amounts shown on the cover page and page 3 hereof. Interest will accrue from the date of initial delivery thereof (the "Delivery Date "), will be computed on the basis of a 360 -day year of twelve 30 -day months, and will be payable on August 15 and February 15 of each year, commencing August 15, 2015 for the Bonds and commencing February 15, 2016 for the Certificates, until maturity or prior redemption. The definitive Obligations will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ( "DTC ") pursuant to the Book - Entry-Only System described herein. No physical delivery of the Obligations will be made to the beneficial owners thereof. Principal of, premium if any, and interest on the Obligations will be payable by the Paying Agent /Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Obligations. See "The Obligations - Book- Entry-Only System" herein. AUTHORITY FOR ISSUANCE ... The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapters 1207, 1371 and 1331, Texas Government Code, as amended, and the Bond Ordinance. The Certificates are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Subchapter C of Chapter 271, Texas Local Government Code, as amended, and Texas Government Code, Chapter 1371, as amended, and the Certificate Ordinance. SECURITY AND SOURCE OF PAYMENT ... The Bonds ... The Bonds constitute direct obligations of the City and the principal thereof and interest thereon are payable from an annual ad valorem tax levied by the City, within the limits prescribed by law, upon all taxable property in the City, as provided in the Bond Ordinance. The Certificates ... The Certificates constitute direct obligations of the City, payable from a combination of (i) a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, and (ii) a limited pledge (not to exceed $1,000) of surplus net revenues of the City's Utility System (consisting of the electric system and the waterworks and sewer system). 10 TAx RATE LIMITATION ... All taxable property within the City is subject to the assessment, levy and collection by the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax debt, including the Obligations, within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the City adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attorney General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all general obligation debt, as calculated at the time of issuance and based on 90% tax collection factor. OPTIONAL, REDEMPTION ... The City reserves the right, at its option, to redeem the Obligations having stated maturities on and after February 15, 2026 in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2025 or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Bonds or Certificates are to be redeemed, the City may select the maturities of Bonds or Certificates, as the case may be, to be redeemed. If less than all the Bonds or Certificates of any maturity are to be redeemed, the Paying Agent/Registrar (or DTC while the Bonds or Certificates, as the case may be, are in Book - Entry-Only form) shall determine by lot the Bonds or Certificates, or portions thereof, within such maturity to be redeemed. If a Bond or Certificate (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Bond or Certificate (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the redemption date. With respect to any optional redemption of the Bonds or Certificates, as the case may be, unless certain prerequisites to such redemption required by the respective Ordinance have been met and money sufficient to pay the principal of and premium if any, and interest on the Bonds or Certificates, as the case may be, to be redeemed will have been received by the Paying Agent /Registrar prior to the giving of such notice of redemption, such notice may state that said redemption will, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force and effect, the City will not redeem such Bonds or Certificates, as the case may be, and the Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the effect that the Bonds or Certificates, as the case may be, have not been redeemed. NOTICE OF REDEMPTION ... Not less than 30 days prior to a redemption date for the Obligations, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Obligations to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent /Registrar at the close of business on the business day next preceding the date of mailing such notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. IF AN OBLIGATION (OR ANY PORTION OF ITS PRINCIPAL SUM) SHALL HAVE BEEN DULY CALLED FOR REDEMPTION AND NOTICE OF SUCH REDEMPTION DULY GIVEN, THEN UPON THE REDEMPTION DATE SUCH OBLIGATION (OR THE PORTION OF ITS PRINCIPAL SUM TO BE REDEEMED) SHALL BECOME DUE AND PAYABLE, AND, IF MONIES FOR THE PAYMENT OF THE REDEMPTION PRICE ARE HELD FOR THE PURPOSE OF SUCH PAYMENT BY THE PAYING AGENT /REGISTRAR AND ALL OTHER CONDITIONS TO REDEMPTION ARE SATISFIED, INTEREST SHALL CEASE TO ACCRUE AND BE PAYABLE FROM AND AFTER THE REDEMPTION DATE ON THE PRINCIPAL AMOUNT REDEEMED. DEEEASANCE ... The Ordinances provide that any Obligation and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Obligation ") within the meaning of such Ordinance when payment of the principal of such Obligation, plus interest thereon to the due date either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent /Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Obligations shall have become due and payable. At such time as an Obligation shall be deemed to be a Defeased Obligation hereunder, as aforesaid, such Obligation and the interest thereon shall no longer be secured by, payable from or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in the Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as herembefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Obligations and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing to the City. The Ordinances provide that "Government Obligations" means (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally M guaranteed or insured by the agency or instrumentality and that, on the date the City Council approves such defeasance, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council approves such defeasance, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (d) any other then authorized securities or obligations under applicable Texas state law that may be used to defense obligations such as the Obligations. There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defense the Obligations. Because the Ordinances do not contractually limit such investments, registered owners will be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under State law. There is no assurance that any particular rating for U.S. Treasury securities used as Government Obligations or the rating for any other Government Obligations will be maintained at any particular rating category. Upon such deposit as described above, such Defeased Obligations shall no longer be regarded to be outstanding obligations payable from ad valorem taxes levied by the City or from the other revenues pledged to their payment in the Ordinances, but will be payable only from the funds and Government Obligations deposited in escrow and will not be considered debt of the City for any purpose. After firm banking and financial arrangements for the discharge and final payment or redemption of the Obligations have been made as described above, all rights of the City to initiate proceedings to call the Obligations for redemption or take any other action amending the terms of the Obligations are extinguished; provided, however, that the right to call the Obligations for redemption is not extinguished if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Obligations for redemption; and (ii) gives notice of the reservation of that right to the owners of the Obligations immediately following the making of the firm banking and financial arrangements; (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. Boox -ENTRY -ONLY SYSTEM ... This section describes how ownership of the Obligations is to be transferred and how the principal of premium, if any, and interest on the Obligations are to be paid to and accredited by DTC while the Obligations are registered in its nominee name. The information in this section concerning DTC and the Book-Entry -Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City and the Underwriters believe the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The City and the Underwriters cannot and do not give any assurance that (1) DTC will distribute payments of debt service on the Obligations, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Obligations), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Obligations. The Obligations will be issued as fully- registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered security certificate will be issued for each maturity of the Obligations in the aggregate principal amount thereof and will be deposited with DTC. DTC, the world's largest securities depository, is a limited - purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ( "Direct Participants ") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ( "DTCC "). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( "Indirect Participants "). DTC has a Standard & Poor's rating of "AA + ". The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Obligations under the DTC system must be made by or through Direct Participants, which will receive a credit for the Obligations on DTC's records. The ownership interest of each actual purchaser of each Obligation ( "Beneficial Owner ") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the 12 transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owners entered into the transaction. Transfers of ownership interest in the Obligations are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Obligations, except in the event that use of the book -entry system for the Obligations is discontinued. To facilitate subsequent transfers, all Obligations deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Obligations with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Obligations; DTC's records reflect only the identity of the Direct Participant to whose account such Obligations are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Obligations may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Obligations, such as redemptions, tenders, defaults, and proposed amendments to the Obligation documents. For example, Beneficial Owners of Obligations may wish to ascertain that the nominee holding the Obligations for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Obligations within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Obligations unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Obligations are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Obligations will be made to DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar on payable dates in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as in the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent /Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Obligations at any time by giving reasonable notice to the City and the Paying Agent /Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Obligation certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Obligations will be printed and delivered. Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood that while the Obligations are in the Book -Entry-Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Obligations, but (i) all rights of ownership must be exercised through DTC and the Book - Entry-Only System, and (ii) except as described above, notices that are to be given to registered owners under the Ordinances will be given only to DTC. Information concerning DTC and the Book - Entry-Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the City, the Financial Advisor or the Underwriters. EFFECT OF TERMINATION OF BOOK- ENTRY-ONLY SYSTEM ... In the event that the Book- Entry -Only System is discontinued by DTC or the use of the Book -Entry-Only System is discontinued by the City, printed Obligations will be issued to the holders and the Obligations will be subject to transfer, exchange and registration provisions as set forth in the Ordinances and summarized under "The Obligations - Transfer, Exchange and Registration" below. PAYING AGENT/REGISTRAR ... The initial Paying Agent /Registrar for the Bonds and the Certificates is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. In the Ordinances, the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds and Certificates are duly paid and any successor Paying Agent /Registrar shall be a commercial bank or trust company organized under the laws of the State of 13 Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent /Registrar for the Bonds and Certificates. Upon any change in the Paying Agent/Registrar for the Bonds and Certificates, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds and Certificates, as applicable, by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent /Registrar. In the event the use of the Book -Entry-Only system is discontinued, principal of the Bonds and Certificates is payable to the registered holder appearing on the registration books of the Paying Agent/Registrar (the "Registered Owner ") at the designated corporate trust office of the Paying Agent /Registrar upon surrender of the Bonds and Certificates for payment; provided, however, that so long as Cede & Co. (or other DTC nominee) is the registered owner of the Obligations, all payments will be made as described under "The Obligations - Book -Entry-Only System" herein. Interest on the Bonds and Certificates is payable to the Register Owners appearing on the registration books of the Paying Agent /Registrar at the close of business on the Record Date (identified below) and such interest shall be paid by the Paying Agent /Registrar by check mailed, first class postage prepaid, to the Register Owner or by such other arrangement, acceptable to the Paying Agent /Registrar, requested by and at the risk and expense of the Registered Owner. If the date for the payment of the principal of or interest on the Bonds and Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the designated corporate office of the Paying Agent /Registrar is located is authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. TRANSFER, EXCHANGE AND REGISTRATION . . . In the event the Book- Entry-Only System should be discontinued, printed Obligations will be delivered to the Registered Owners and thereafter the Obligations may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender of such printed Obligations to the Paying Agent /Registrar and such transfer or exchange shall be without expense or service charge to the Registered Owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Obligations may be assigned by the execution of an assignment form on the Obligations or by other instrument of transfer and assignment acceptable to the Paying Agent /Registrar. New Obligations will be delivered by the Paying Agent/Registrar, in lieu of the Obligations being transferred or exchanged, at the designated office of the Paying Agent /Registrar, or sent by United States mail, first class, postage prepaid, to the new Registered Owner or his designee. To the extent possible, new Obligations issued in an exchange or transfer of Obligations will be delivered to the Registered Owner or assignee of the Registered Owner in not more than three business days after the receipt of the Obligations to be canceled, and the written instrument of transfer or request for exchange duly executed by the Registered Owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Obligations registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Obligations surrendered for exchange or transfer. See "The Obligations— Book - Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Obligations. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Obligation called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the uncalled balance of an Obligation. RECORD DATE FOR INTEREST PAYMENT ... The record date ( "Record Date ") for the interest payable on the Bonds and Certificates on any interest payment date means the close of business on the last business day of the month next preceding such interest payment date. In the event of a non - payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date ") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest ( "Special Payment Date ", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Registered Owner of a Bond and Certificate appearing on the registration books of the Paying Agent /Registrar at the close of business on the last business day next preceding the date of mailing of such notice. AMENDMENTS ... In each Ordinance, the City has reserved the right to amend the Ordinance without the consent of any holder of the respective Obligation for the purpose of amending or supplementing the Ordinance to (i) cure any ambiguity, defect or omission therein that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of the Ordinance that do not materially adversely affect the interests of the holders, (iv) qualify the Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect or (v) make such other provisions in regard to matters or questions arising under the Ordinance that are not inconsistent with the provisions thereof and which, in the opinion of Bond Counsel for the City, do not materially adversely affect the interests of the holders. Each Ordinance further provides that the holders of the Bonds or Certificates, as applicable, aggregating in principal amount a majority of the outstanding Bonds or Certificates, as the case may be, shall have the right from time to time to approve any amendment not described above to the applicable Ordinance if it is deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in original principal amount of the then outstanding Bonds or 14 Certificates so affected, no amendment may be made for the purpose of. (i) making any change in the maturity of any of the outstanding Bonds or Certificates; (ii) reducing the rate of interest bome by any of the outstanding Bonds or Certificates; (iii) reducing the amount of the principal of, or redemption premium if any, payable on any outstanding Bonds or Certificates; (iv) modifying the terms of payment of principal or of interest or redemption premium on outstanding Bonds or Certificates, or imposing any condition with respect to such payment; or (v) changing the minimum percentage of the principal amount of the Bonds or Certificates necessary for consent to such amendment. Reference is made to the Ordinances for further provisions relating to the amendment thereof. REMEDIES ... Each Ordinance establishes specific events of default with respect to the respective series of Obligations. If the City defaults in the payment of the principal of or interest on the Bonds or Certificates when due or the City defaults in the observance or performance of any of the covenants, conditions, or obligations of the City, the failure to perform which materially, adversely affects the rights of the owners thereof, including but not limited to, their prospect or ability to be repaid in accordance with the respective Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any owner to the City, each Ordinance provides that any registered owner of a respective Obligation is entitled to seek a writ of mandamus from a court of proper jurisdiction requiring the City to make such payment or observe and perform such covenants, obligations, or conditions. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the respective Obligations or Ordinance and the City's obligations are not uncertain or disputed. The remedy of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Obligations in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Ordinances do not provide for the appointment of a trustee to represent the interest of the owners of the respective Obligations upon any failure of the City to perform in accordance with the terms of the Ordinances, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. The Texas Supreme Court has ruled in Tooke v. City of Mexia 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City's sovereign immunity from a suit for money damages, owners of Obligations may not be able to bring such a suit against the City for breach of the Obligations or Ordinance covenants in the absence of City action. Chapter 1371, Texas Government Code ( "Chapter 1371 "), which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing its debt, but in connection with the issuance of the Obligations, the City has not waived sovereign immunity. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City's property. Further, the Registered Owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds or the Certificates. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ( "Chapter 9 "). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Obligationholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinions of Bond Counsel will note that all opinions relative to the enforceability of the Obligations are qualified with respect to the customary rights of debtors relative to their creditors, by principles of governmental immunity, and by general principles of equity which permit the exercise of judicial discretion. Initially, the only Registered Owner of the Bonds and Certificates will be Cede & Co., as DTC's nominee. See "The Obligations - Book - Entry-Only System" herein for a description of the duties of DTC with regard to ownership of the Bonds and Certificates. THE REMAEVDER of THL4 PAGE LEFT BLANK INTENTLONALLY 15 TAX INFORMATION An VALOREM TAx LAW ... The appraisal of property within the City is the responsibility of the Denton Central Appraisal District (the "Appraisal District "). Excluding agricultural and open -space land, which may be taxed on the basis of productive capacity, the Appraisal District is required under V.T.C.A., Title I, Tax Code, as amended (the "Property Tax Code ") to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining the market value of property, different methods of appraisal may be used, including the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and the method considered most appropriate by the chief appraiser is to be used. State law requires the appraised value of a residence homestead to be based solely on the property's value as a residence homestead, regardless of whether residential use is considered to be the highest and best use of the property. State law further limits the appraised value of a residence homestead for a tax year to an amount that would not exceed the lesser of (1) the market value of the property for the most recent tax year that the market value was determined by the appraisal office or (2) the sum of (a) 10% of the property's appraised value in the preceding tax year, plus (b) the property's appraised value in the preceding tax year, plus (c) the market value of all new improvements to the property. The value placed upon property within the Appraisal District is subject to review by an Appraisal Review Board, consisting of members appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property within the Appraisal District at least every three years. The City may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the City by petition filed with the Appraisal Review Board. Reference is made to the Property Tax Code, for identification of property subject to taxation; property exempt or which may be exempted from taxation, if claimed; the appraisal of property for ad valorem taxation purposes; and the procedures and limitations applicable to the levy and collection of ad valorem taxes. Article VIII of the State Constitution ( "Article VIII ") and State law provide for certain exemptions from property taxes, the valuation of agricultural and open -space lands at productivity value, and the exemption of certain personal property from ad valorem taxation. Under Section 1 -b, Article VIII, and State law, the governing body of a political subdivision, at its option, may grant an exemption of not less than $3,000 of the market value of the residence homestead of persons 65 years of age or older and the disabled from all ad valorem taxes thereafter levied by the political subdivision. Once authorized, such exemption may be repealed or decreased or increased in amount (i) by the governing body of the political subdivision or (ii) by a favorable vote of a majority of the qualified voters at an election called by the governing body of the political subdivision, which election must be called upon receipt of a petition signed by at least 20% of the number of qualified voters who voted in the preceding election of the political subdivision. In the case of a decrease, the amount of the exemption may not be reduced to less than $3,000 of the market value. The surviving spouse of an individual who qualifies for the foregoing exemption for the residence homestead of a person 65 or older (but not the disabled) is entitled to an exemption for the same property in an amount equal to that of the exemption for which the deceased spouse qualified if (i) the deceased spouse died in a year in which the deceased spouse qualified for the exemption, (ii) the surviving spouse was at least 55 years of age at the time of the death of the individual's spouse and (iii) the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse. In addition to any other exemptions provided by the Property Tax Code, the governing body of a political subdivision, at its option, may grant an exemption of up to 20% of the market value of residence homesteads, with a minimum exemption of $5,000. In the case of residence homestead exemptions granted under Section 1 -b, Article VIII, ad valorem taxes may continue to be levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the payment of debt if cessation of the levy would impair the obligation of the contract by which the debt was created. Under Article VIII and State law, the governing body of a county, municipality or junior college district may provide for a freeze on total amount of ad valorem taxes levied on the residence homestead of a disabled person or persons 65 years of age or older above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon receipt of a petition signed by five percent of the registered voters of the county, municipality or junior college district, an election must be held to determine by majority vote whether to establish such a limitation on taxes paid on residence homesteads of persons 65 years of age or who are disabled. Upon providing for such exemption, the total amount of taxes imposed on such homestead cannot be increased except for improvements (other than maintenance, repairs or improvements required to comply with governmental requirements) and such freeze is transferable to a different residence homestead. Also, a surviving spouse of a taxpayer who qualifies for the freeze on ad valorem taxes is entitled to the same exemption so long as the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse and the spouse was at least 55 years of age at the time of the death of the individual's spouse. Once established such freeze cannot be repealed or rescinded. 16 State law and Section 2, Article VIII, mandate an additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces; the exemption applies to either real or personal property with the amount of assessed valuation exempted ranging from $5,000 to a maximum of $12,000, dependent upon the degree of disability or whether the exemption is applicable to a surviving spouse or children; provided, however, that beginning in the 2009 tax year, a disabled veteran who receives from the United States Department of Veterans Affairs or its successor 100 percent disability compensation due to a service- connected disability and a rating of 100 percent disabled or of individual unemployability is entitled to an exemption from taxation of the total appraised value of the veteran's residence homestead. In addition, effective January 1, 2012, and subject to certain conditions, surviving spouses of a deceased veteran who had received a disability rating of 100% will be entitled to receive a residential homestead exemption equal to the exemption received by the deceased spouse until such surviving spouse remarries. Article VIII provides that eligible owners of both agricultural land (Section 1 -d) and open -space land (Section 1 -d -1), including open -space land devoted to farm or ranch purposes or open -space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified under both Section 1 -d and 1 -d -1. Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the governing body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt from ad valorem taxation. Article VIII, Section 1 j, provides for "freeport property" to be exempted from ad valorem taxation. Freeport property is defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication. Notwithstanding such exemption, counties, school districts, junior college districts and cities may tax such tangible personal property provided official action to tax the same was taken before April 1, 1990. Decisions to continue to tax may be reversed in the future; decisions to exempt freeport property are not subject to reversal. Article VIII, Section 1 -n of the Texas Constitution provides for the exemption from taxation of "goods -in- transit." "Goods -in- transit" is defined by Section 11.253 of the Property Tax Code, which is effective for tax years 2008 and thereafter, as personal property acquired or imported into Texas and transported to another location in the State or outside of the State within 175 days of the date the property was acquired or imported into Texas. The exemption excludes oil, natural gas, petroleum products, aircraft and special inventory, including motor vehicle, vessel and out -board motor, heavy equipment and manufactured housing inventory. Section 11.253 permits local governmental entities, on a local option basis, to take official action by January 1 of the year preceding a tax year, after holding a public hearing, to tax "goods -in- transit" during the following tax year. A taxpayer may only receive either the freeport exemption or the "goods -in- transit" exemption for items of personal property. The City or Denton County may create one or more tax increment financing districts ( "TIF ") within the City or Denton County, as applicable, and freeze the taxable values of property in the TIE at the value at the time of its creation. Other overlapping taxing units levying taxes in the TIE may agree to contribute all or part of fixture ad valorem taxes levied and collected against the value of property in the TIE in excess of the "frozen values" to pay or finance the costs of certain public improvements in the TIF. Taxes levied by the City against the values of real property in the TIE in excess of the "frozen" value are not available for general city use but are restricted to paying or financing "project costs" within the TIF. The City also may enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The City in turn agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. The City has active reinvestment zones for tax abatements and two tax increment financing zones for tax increment financing purposes. See "Tax Information - Tax Abatement Policy" and "- Tax Increment Financing" and "Table 1 - Valuation, Exemptions and General Obligation Debt ". The City is also authorized, pursuant to Chapter 380, Texas Local Government Code, as amended ( "Chapter 380 "), to establish programs to promote state or local economic development and to stimulate business and commercial activity in the City. In accordance with a program established pursuant to Chapter 380, the City may make loans or grants of public funds for economic development purposes, however no obligations secured by ad valorem taxes may be issued for such purposes unless approved by voters of the City. The City has entered into several Chapter 380 Agreements. See "Tax Information - Chapter 380 Agreements ". EFFECTIVE TAX RATE AND ROLLBACK TAX RATE ... Under the current Property Tax Code a governing body of a taxing unit is required to adopt its annual tax rate per $100 taxable value for the unit before the later of September 30 or the 60th day after the date the certified appraisal roll is received by the taxing unit, and a failure to adopt a tax rate by such required date will result in the tax rate for the taxing unit for the tax year to be the lower of the effective tax rate calculated for that tax year or the tax rate adopted by the taxing unit for the preceding tax year. By each September 1 or as soon thereafter as practicable, the City Council adopts a tax rate per $100 taxable value for the current year. The tax rate consists of two components: (1) a rate for funding of maintenance and operation expenditures, and (2) a rate for debt service. Under the Property Tax Code, the City must annually calculate and publicize its "effective tax rate" and "rollback tax rate ". The City Council may not adopt a tax rate that exceeds the lower of the effective tax rate or the rollback tax rate until it has held two public hearings on the proposed increase following notice to the taxpayers and otherwise complied with the Property Tax Code. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require that an election be held to determine whether or not to reduce the tax rate adopted for the current year to the rollback tax rate. 17 "Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable values (adjusted). "Adjusted" means lost values are not included in the calculation of last year's taxes and new values are not included in this year's taxable values. "Rollback tax rate" means the rate that will produce last year's maintenance and operation tax levy (adjusted) from this year's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's values (unadjusted) divided by the anticipated tax collection rate. The Property Tax Code provides that certain cities and counties in the State may submit a proposition to the voters to authorize an additional one -half cent sales tax on retail sales of taxable items. If the additional tax is levied, the effective tax rate and the rollback tax rate calculations are required to be offset by the revenue that will be generated by the sales tax in the current year. Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the calculation of the various defined tax rates. PROPERTY ASSESSMENT AND TAX PAYMENT ... Property within the City is generally assessed as of January I of each year. Business inventory may, at the option of the taxpayer, be assessed as of September 1. Oil and gas reserves are assessed on the basis of a valuation process which uses an average of the daily price of oil and gas for the prior year. Taxes become due October 1 of the same year, and become delinquent on February 1 of the following year. Taxpayers 65 years old or older are permitted by State law to pay taxes on homesteads in four installments with the first due on February 1 of each year and the final installment due on August 1. PENALTIES AND INTEREST ... Charges for penalty and interest on the unpaid balance of delinquent taxes are made as follows: After July, the penalty remains at 12 %, and interest accrues at a rate of one percent (1 %) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether a judgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post - petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post - petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAx CODE ... The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $50,000. Disabled taxpayers also receive a $10,000 exemption. The City grants an additional one -half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. See Table 1 for a listing of the amounts of the exemptions described above. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness personal property. Denton County began collecting taxes for the City during the fiscal year 2006 -07. The City does not allow split payments, and discounts are not allowed. The City does not tax freeport property. 18 Cumulative Cumulative Month Penalty Interest Total February 6% 1% 7% March 7 2 9 April 8 3 11 May 9 4 13 June 10 5 15 July 12 6 18 After July, the penalty remains at 12 %, and interest accrues at a rate of one percent (1 %) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether a judgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post - petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post - petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAx CODE ... The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $50,000. Disabled taxpayers also receive a $10,000 exemption. The City grants an additional one -half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. See Table 1 for a listing of the amounts of the exemptions described above. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt. The City does not tax nonbusiness personal property. Denton County began collecting taxes for the City during the fiscal year 2006 -07. The City does not allow split payments, and discounts are not allowed. The City does not tax freeport property. 18 The City collects the additional one -half cent sales tax for reduction of ad valorem taxes. The City does tax "goods -in- transit ". The City has not adopted the tax freeze for citizens who are disabled or are 65 years of age or older The City has adopted a tax abatement policy. The City participates in two tax increment reinvestment zones, which were created in 2010 and 2012 TAX INCREMENT FINANCING . . . The City created Tax Increment Reinvestment Zone Number One (known as the Downtown TIF) in 2010. The 2013 incremental taxable assessed valuation for the Downtown TIF was $16,931,096 and resulted in approximately $116,782 in projected ad valorem revenue, which is reported in the City's Downtown Tax Increment Reinvestment Zone Fund for the FY 2013 -14 Adopted Budget. The TIF will expire in 2039 and reflects only the City's participation of: 100% for years 1 -5; 95% for years 6 -10; 90% for years 11 -20; and 85% for years 21 -30. The City created Tax Increment Reinvestment Zone Number Two (known as the Westpark TIRZ) in 2012 to provide the public infrastructure necessary to encourage development in the largest industrially zoned area (Westpark) in the City. The 2012 certified base value of Westpark TIRZ, according to the Denton Central Appraisal District, is $119,458. For 2013, the taxable value was $116,277 which is below the 2012 base value and as such, no revenues are projected to be reported in the City's Westpark Tax Increment Reinvestment Zone Fund. However, the estimated revenue to be generated by the TIRZ over 25 years is approximately $14.3 million for infrastructure improvements. The City will contribute $10.1 million and Denton County will contribute $4.2 million into the Westpark TIRZ Fund. The City created Rayzor Ranch Public Improvement District No. 1 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 cost 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 cost 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. TAX ABATEMENT POLICY ... The City has adopted a tax abatement policy. In 1990, the City council adopted a resolution setting guidelines and criteria for granting abatements in reinvestment zones created within the City. These guidelines specifically note that incentives are limited to companies which create new wealth and do not adversely affect existing businesses operating within the City. The City Council approved the following tax abatement agreements: • In 2007, a 100% tax abatement for a term of up to seven years was granted to Aldi Foods for their 500,000 square foot $52 million distribution center. The abatement amount is based on the cost incurred by Aldi to construct a road to their site. The project was completed in 2009 and the agreement will terminate in 2016. • In 2010, a 65% tax abatement agreement for a term of five years was granted to Target Corporation for its 400,000 square foot frozen and refrigerated food distribution center. Target opened in March 2013 and employs 115 to 150 area residents. The agreement will terminate in 2017. • In 2011, a 40% tax abatement agreement for a term of five years was granted to Peerless Manufacturing for its 80,000 square foot, $16 million manufacturing facility. Peerless is an existing Denton business that consolidated other manufacturing operations to Denton. The agreement will terminate five years from the opening of the facility. They completed construction of the 80,000 square foot manufacturing facility in October 2013. • In 2011, an agreement was approved for Labinal Inc., part of the Safran Group. The company 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 over 700 employees to the former Russell Newman facility in Denton. The company received a 50 %, three -year tax rebate on increased valuation of at least $5 million at the Denton facility. • In 2012, an agreement was approved for Mayday Manufacturing/Tailwind Technologies. The company manufactures precision bushings, sleeves, pins, and other machine parts used in the aerospace industry. Mayday subsidiary, High Tech Metal Refinishing is co- located with Mayday and provides metal finishing processes for Mayday products and for additional customers. The company purchased an 80,000 square foot facility in 2012 and held a groundbreaking at the new site location in February 2013 that included a 15,000 square foot expansion. The company received a 75 %, ten - year tax rebate on increased valuation of at least $3 million over the base value. The company will move from leased space in Denton into the new facility by fall 2014. • In 2013, a 65% tax abatement agreement for a term of four years was granted to Tetra Pak Materials LP for expanding their facility and relocating their corporate headquarters operations from Chicago to Denton. The company manufactures, processes, packages and distributes liquid foods all over the globe. The current facility comprises approximately 220,000 square feet. The increase in real and business personal property valuation of the proposed project expansion is estimated at $10.7 million. Tetra Pak Materials expects to create a total of thirty new jobs with this expansion. 19 CHAPTER 380 AGREEMENTS ... The City has also entered into several Chapter 380 agreements. Each agreement is based on the project's contribution in either sales or property tax revenue. The City Council has approved the following Chapter 380 agreements: • In 2001, an agreement was approved for the 450,000 square foot, $50 million Denton Crossing retail center. The grantee receives one -third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. The project was completed and the Chapter 380 Grant was initiated in 2005. The agreement will terminate in 2019. • In 2003, an agreement was approved for Sally Beauty Company for their new international headquarters valued at over $29 million. The company receives a grant equal to 40% of the property tax paid on the new facility and equipment for a period of ten years. The agreement will terminate in 2014. • In 2004, an agreement was approved for Teasley Partners for an urban style mixed -use development. The grantee may receive one -third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. The project has not been completed. Although a new hotel and some residential units have been completed, no qualifying retail has been constructed. • In 2004, an agreement was approved for Unicorn Lake, an urban style mixed -use development. The grantee will receive one -third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. Although the project is still under development, the grantee has satisfied the thresholds established in the agreement. The grant payments were initiated in December 2009. The agreement will terminate in 2024. • In 2007, an agreement was approved for Allegiance Hillview for the Rayzor Ranch mixed -use development. The 410 acre project will have over one million square feet of retail and will be built in two phases. The agreement provides a sales tax reimbursement for public improvement costs, which include the widening of a state highway that bisects the project. The grantee will receive a maximum of $20 million over a 15 year term for phase one and a maximum of $42 million over a term of 20 years for phase two. Approximately 490,000 square feet of retail in phase one has been completed, which includes Sam's and Wal -Mart that opened in Fall 2010 and a Kohl's Department Store which opened in Spring 2013. Some of the new stores in the development include: Famous Footwear, Five Below, Jo -Ann's Fabric, Petco, and Panera Bread. Preliminary plans for the 600,000 square foot Rayzor Ranch Town Center have been submitted and anchors for the south side of the development are expected to be in operation by 2015. • In 2008, an agreement was approved for the expansion of a jewelry manufacturing plant operated by Josten's, a manufacturer of high school and college class rings. The grant is based on 75% of the new property tax revenue generated by the expansion for a term of seven years. The project was completed and the agreement will terminate in 2015. • In 2010, an agreement was approved for Grand Mesa, contractor for Schlumberger, equal to 50% of new property tax revenue generated for their 150,000 square foot regional maintenance facility. The agreement was assigned to Schlumberger Technology Corporation in 2012. Agreement thresholds require maintaining $5 million in real property improvements and business personal property valuation and the creation of 80 jobs with average wage of $45,000. The term of the agreement is seven years and will terminate in 2017. • In 2011, an agreement was approved for a major renovation of the Golden Triangle Mall. A threshold of a minimum $45 million must be invested into the property for the new owners to receive a 50% share of the sales tax resulting from the renovations. The agreement allows Golden Triangle Mall until October 1, 2014 to reach their investment threshold. The term of the agreement is 20 years. The first phase of the renovations was completed in late 2012 and includes: the installation of energy efficient lighting, a new Center Court, Wi -fi, 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. ANNEXATION PLANS ... In accordance with Non - Annexation Agreements (NAAs) associated with the City's 2010 annexation proceedings, the City will consider in the next 12 months to extend the NAAs or annex 229 properties representing approximately 4,731 acres. The financial impact to the City is not considered to be material since some of these NAAs may be extended. 20 TABLE 1 - VALUATION, ExEMPTIONS AND GENERAL OBLIGATION DEBT 2014/15 Market Valuation Established by Denton Central Appraisal District $ 8,915,323,686 Less Exemptions /Reductions at 100% Market Value: $ 7,797,177,608 Residence Homestead Exemptions $ 84,697,697 Over 65 Exemptions 293,674,600 Disabled Persons Exemptions 2,384,830 Disabled Veterans Exemptions 32,995,419 Agricultural Land Use Productivity 290,523,508 Historical /Other Exemptions 3,165,218 Freeport Exemptions 230,546,968 Abatement Exemptions 126,501,843 Police Patrol Vehicle Exemptions 13,500 Pollution Exemptions 21,809,514 Community Housing Development Exemptions 127,809 Homestead Cap Adjustment 31,705,172 1,118,146,078 2014/15 Taxable Assessed Valuation (as of 9 -3 -14) $ 7,797,177,608 2014/15 Incremental Taxable Assessed Value of Real Property within Reinvestment Zones (35,975,197) 2014/15 Taxable Assessed Valuation available for General Obligations and Debt of City (as of 9 -3 -14) $ 7,761,202,411 City Funded Debt Payable from Ad Valorem Taxes «� General Obligation Bonds (as of 3 -1 -15) $ 132,020,000 «� Certificates of Obligation (as of3 -1 -15) 256,290,000 «� Tax and Utility System Revenue Debt (as of 3 -1 -15) 43,645,000 The Certificates 43,150,000 (3) The Bonds 87,980,000 (3) Funded Debt Payable from Ad Valorem Taxes Less Self- Supporting General Obligation Debt (4) Solid Waste System General Obligation Debt Airport General Obligation Debt Utility System General Obligation Debt Net Tax Supported Debt Payable from Ad Valorem Taxes Interest and Sinking Fund as of 3 -1 -15 (estimated) $ 563,085,000 $ 38,999,665 (5) 4,711,277 (6) 386,010,000 (5) 429,720,942 $ 133,364,058 $ 6,646,239 Ratio Total Funded Debt to Taxable Assessed Valuation ............. ............................... 7.26% Ratio Net Funded Debt to Taxable Assessed Valuation .............. ............................... 1.72% 2015 Estimated Population - 120,945 Per Capita Net Taxable Assessed Valuation - $64,171 Per Capita Total Funded Debt - $4,656 Per Capita Net Funded Debt - $1,103 (1) The above statement of indebtedness does not include $100,600,000 Utility System Revenue Bonds as these bonds are payable solely from the net revenues of the Utility System (the "Systern "), as defined in the ordinances authorizing such bonds. (2) Excludes the Refunded Obligations. Preliminary, subject to change. (3) Preliminary, subject to change. (4) As a matter of policy, the City provides debt service on its general obligation debt issued to fiend improvements to its Utility System and Solid Waste System from surplus revenues of these Systems (see "Table 7 — General Obligation Debt Service Requirements" and "Table 9 — Computation of Self- Supporting Debt "). This policy may be subject to change in the future. The City's Utility System is comprised of the City's entire existing electric, light and power system and the waterworks and sewer system. Drainage is managed under the waterworks and sewer system. The City's Utility System General Obligation Debt has been issued to finance improvements to finance or refinance Utility System improvements and contractual obligations and is paid, or is expected to be paid, from Utility System revenues. In addition, the City has $100,600,000 Utility System Revenue Bonds outstanding payable from a pledge of Utility System revenues. The City's Airport System General Obligation Debt has been issued to finance or refinance Airport System improvements and is paid, or is expected to be paid, from Airport System revenues. The City has no outstanding Airport System Revenue Bonds. The City's Solid Waste System General Obligation Debt has been issued to finance or refinance Solid Waste System improvements and is paid, or is expected to be paid, from Solid Waste System revenues. The City has no outstanding Solid Waste System Revenue Bonds. (5) Includes a portion of the Bonds and Certificates. Preliminary, subject to change. (6) Includes a portion of the Bonds. Preliminary, subject to change. 21 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY (I) (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2015, the values were reported on September 3, 2014 based on information as of January 1, 2014. (2) Includes tax incremental values of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (3) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. 22 Taxable Appraised Value for Fiscal Year Ended September 30, 2015 2014 2013 % of % of % of Category Amount Total Amount Total Amount Total Real, Residential, Single Family $4,062,947,070 45.57% $3,720,193,268 46.72% $3,633,577,302 47.68% Real, Residential, Multi - Family 1,089,958,543 12.23% 924,229,117 11.61% 816,319,292 10.71% Real, Vacant Lots /Tracts 180,886,051 2.03% 150,027,306 1.88% 125,343,528 1.64% Real, Acreage (Land Only) 299,966,303 3.36% 274,941,322 3.45% 338,412,791 4.44% Real, Farm and Ranch Improvements 95,625,308 1.07% 80,481,975 1.01% 37,671,587 0.49% Real, Commercial and Industrial 1,829,135,437 20.52% 1,621,678,792 20.37% 1,520,034,393 19.94% Real, Oil, Gas, and Other Mineral Reserves 93,196,666 1.05% 78,106,929 0.98% 107,460,964 1.41% Real and Tangible Personal, Utilities 91,139,063 1.02% 91,097,444 1.14% 90,748,500 1.19% Tangible Personal, Commercial and Industrial 1,091,736,374 12.25% 943,996,533 11.86% 884,681,448 11.61% Tangible Personal, Other 21,761,614 0.24% 15,167,604 0.19% 16,249,794 0.21% Real and Special Property, Inventory 58,971,257 0.66% 62,732,470 0.79% 50,894,577 0.67% Total Appraised Value Before Exemptions $ 8,915,323,686 100.00% $ 7,962,652,760 100.00% $ 7,621,394,176 100.00% Less: Total Exemptions/Reductions (1,118,146,078) (983,428,486) (904,682,808) Taxable Assessed Value $7,797,177,608 $6,979,224,274 (3) $6,716,711,368 4) Taxable Appraised Value for Fiscal Year Ended September 30, 2012 2011 % of % of Category Amount Total Amount Total Real, Residential, Single Family $3,610,010,439 49.78% $3,545,009,743 50.46% Real, Residential, Multi - Family 689,687,370 9.51% 661,530,441 9.42% Real, VacantLots /Tracts 140,758,151 1.94% 149,930,858 2.13% Real, Acreage (Land Only) 366,276,930 5.05% 352,636,983 5.02% Real, Farm and Ranch Improvements 37,791,667 0.52% 32,148,788 0.46% Real, Commercial and Industrial 1,449,703,794 19.99% 1,381,432,997 19.66% Real, Oil, Gas, and Other Mineral Reserves 86,195,936 1.19% 116,459,175 1.66% Real and Tangible Personal, Utilities 87,973,672 1.21% 66,756,673 0.95% Tangible Personal, Commercial and Industrial 714,263,695 9.85% 651,961,490 9.28% Tangible Personal, Other 14,868,334 0.21% 16,634,472 0.24% Real Property, Inventory 54,969,631 0.76% 51,489,918 0.73% Total Appraised Value Before Exemptions $ 7,252,499,619 100.00% $ 7,025,991,538 100.00% Less: Total Exemptions/Reductions (840,124,615) (s) (795,873,580) Taxable Assessed Value $ 6,412,375,004 $ 6,230,117,958 (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2015, the values were reported on September 3, 2014 based on information as of January 1, 2014. (2) Includes tax incremental values of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (3) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. 22 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. Source: Denton Central Appraisal District as of September 3, 2014. (7) Excludes self - supported general obligation debt. (8) Projected. Includes a portion of the Bonds and Certificates. Excludes the Refiinded Obligations. Preliminary, subject to change. TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY Fiscal % Current % Total Tax Levy (1) Net Ratio Net Net Fiscal Tax General Taxable Tax Debt Tax Debt Funded Tax Year 2011 Taxable Assessed Outstanding to Taxable Debt Ended Estimated Assessed Valuation at End Assessed Per 9/30 Population (t) Valuation (2) Per Capita of Year (7) Valuation Capita 2011 114,517 $6,230,117,958 $54,403 $116,165,650 1.86% $1,014 2012 115,662 6,412,375,004 (3) 55,441 113,939,700 1.78% 985 2013 117,397 6,716,711,368 (4� 57,214 120,375,588 1.79% 1,025 2014 119,158 6,979,224,274 (5� 58,571 123,827,115 1.77% 1,039 2015 120,945 7,797,177,608 (6) 64,469 133,364,058 (8� 1.71% 1,103 (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. Source: Denton Central Appraisal District as of September 3, 2014. (7) Excludes self - supported general obligation debt. (8) Projected. Includes a portion of the Bonds and Certificates. Excludes the Refiinded Obligations. Preliminary, subject to change. TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY Fiscal % Current % Total Tax Levy (1) Year Collections Distribution Ended Tax General Interest and 9/30 Rate Fund Sinking Fund 2011 $ 0.68975 $ 0.47088 $ 0.21887 2012 0.68975 0.47088 0.21887 2013 0.68975 0.47088 0.21887 2014 0.68975 0.47480 0.21495 2015 0.68975 0.48119 0.20856 (2) (1) Tax levy for the year 2015 is based on the adjusted certified value. Prior years represent adjusted values that include all supplements through September 30, 2014. Includes tax incremental reinvestment zone revenues. (2) Collections through March 1, 2015 (partial year). TABLE 5 - TEN LARGEST TAXPAYERS Name of Taxpayer Columbia Medical Center of Denton Paccar Inc. Target Corporation ACC OP LLC aka Denton Fry LLC Inland Western Denton Crossing Ltd PS Cypress Denton Station LTD Razor Ranch Market Place LP HRA University Courtyard LLC Flowers Baking Co. of Denton LLC GTE Southwest Inc. DBA Verizon Source: Denton Central Appraisal District. Nature of Property Hospital/Professional Building Diesel Truck Manufacturing Retail Apartments Real Estate Development Residential Multifamily Shopping Center Apartments Bakery Telephone Utility 23 2014/15 % Current % Total Tax Levy (1) Collections Collections $ 43,865,554 99.05% 99.72% 44,827,158 99.18% 99.71% 46,938,583 99.36% 99.66% 48,398,900 99.35% 99.35% 54,472,438 (2) 35,910,782 (2) (1) Tax levy for the year 2015 is based on the adjusted certified value. Prior years represent adjusted values that include all supplements through September 30, 2014. Includes tax incremental reinvestment zone revenues. (2) Collections through March 1, 2015 (partial year). TABLE 5 - TEN LARGEST TAXPAYERS Name of Taxpayer Columbia Medical Center of Denton Paccar Inc. Target Corporation ACC OP LLC aka Denton Fry LLC Inland Western Denton Crossing Ltd PS Cypress Denton Station LTD Razor Ranch Market Place LP HRA University Courtyard LLC Flowers Baking Co. of Denton LLC GTE Southwest Inc. DBA Verizon Source: Denton Central Appraisal District. Nature of Property Hospital/Professional Building Diesel Truck Manufacturing Retail Apartments Real Estate Development Residential Multifamily Shopping Center Apartments Bakery Telephone Utility 23 2014/15 % of Total Taxable Taxable Assessed Assessed Valuation Valuation $92,209,540 1.18% 92,014,123 1.18% 56,082,415 0.72% 51,167,423 0.66% 50,684,356 0.65% 45,936,000 0.59% 35,910,782 0.46% 31,855,383 0.41% 29,332,172 0.38% 28,236,000 0.36% $513,428,194 6.58% GENERAL OBLIGATION DEBT LIMITATION ... No general obligation debt limitation Is Imposed on the City under current State law or the City's Home Rule Charter (see "The Obligations — Tax Rate Limitation" for a description of the limitations on ad valorem tax rates). TABLE 6 - ESTIMATED OVERLAPPING TAX DEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax debt ( "Tax Debt ") was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain entities listed may have issued additional Tax Debt since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional Tax Debt, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. (1) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (2) Includes a portion of the Obligations, less the Refunded Obligations and self - supporting debt. See Tables 1 and 9 herein for more detailed information on the City's general obligation self - supporting debt. Preliminary, subject to change. (3) Reflects remaining authorization after the issuance of the Bonds. 24 2014/15 City's Authorized Taxable 2014/15 Total Estimated Overlapping But Unissued Assessed Tax Funded % Funded Debt Debt As Of Taxing Jurisdiction Value Rate Debt Applicable As of 3 -1 -15 3 -1 -15 City of Denton $7,797,177,608 «� $ 0.68975 $ 133,364,058 (" 100.00% $133,364,058 $ 87,725,000 (3) Denton Independent School District 10,726,023,542 1.54000 738,346,832 64.24% 474,314,005 187,745,000 Denton County 63,594,441,842 0.27220 613,445,000 12.26% 75,208,357 154,871,687 Argyle Independent School District 1,219,292,723 1.57005 86,508,373 9.26% 8,010,675 5,000,000 Aubrey Independent School District 597,631,494 1.51000 51,110,714 0.01% 5,111 - Krum Independent School District 722,327,434 1.54000 44,037,367 4.15% 1,827,551 Pilot Point Independent School District 509,740,943 1.37000 18,645,000 0.11% 20,510 Ponder Independent School District 697,368,217 1.38080 24,195,000 2.78% 672,621 Sanger Independent School District 726,150,601 1.37207 23,608,207 1.02% 240,804 Total Direct and Overlapping Funded Debt $ 693,663,691 Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation .............. ............................... 8.90% Per Capita Overlapping Funded Debt .............................................................. ............................... $ 5,735.36 (1) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (2) Includes a portion of the Obligations, less the Refunded Obligations and self - supporting debt. See Tables 1 and 9 herein for more detailed information on the City's general obligation self - supporting debt. Preliminary, subject to change. (3) Reflects remaining authorization after the issuance of the Bonds. 24 r W 0.1 d H DEBT INFORMATION 25 cu FG O N ^ 00 M n v'> O O V 41 M m O ^� n v � � GD GD O V �O O 1� GD m M -� M v'� � O c Go •> O N O O l0 GD V M ^� . . . . . . . . . R( L, 01 � � • � •�' O N GD 00 M n lf1 V V GO M n M r-- n In `� �O GO 1� \O V M N 4; D`• GO 1� In ^ U Y N In C, M v'> O M O N W O, V O O On M an O\ � v'� N -< <n M M n O 0 00 GD D\ M 0 O v'� c v'� GD 0 M A N N t V Go � .-� M n 00 oo � N� D\ N v'� N n n N O a N N M l� l0 N n N M '^ n O ^� �/'> O kn n V N O 00 M kn D\ n O V 00 N 01 l0 00 O v] O M M M 00 O V O �O M t" O M �O 00 ON O O ON O\ N OO � � � M M M M M M M M M N N -• -• � -• N -• -• � D`. � � � Op vN U O� �O M O �n 1� O -� -• V -• oc 'n .-• - M -• O O V � y0, O oc n GO M Go M 1� V 00 N 1� a cct 'n V N oc W O N M N M Sr Q E/3 69 o V oc M oo V1 3 41 N .-• M oc N D\ c .-• .-• O .-• 00 00 . . . . . . . . . . D\ p i1 O vi 1� 01 V O N N 01 .- c In N N 00 V iG N '4 �O 1-- r 00 D`. M N oc 4`. M D`. 00 M 'n r In d' o N V I'D 00 oc M oc .-• V oc •-• M .-• oc 01 oc N 01 O\ N v'> N t� r-- C-4 V qp p 00 .0 l� .-. .-. V c 00 .-. 0\ 00 oc 'n V V 41 V'> N 1� M V V to 0\ n O V 00 .-. N 01 c 00 t ° N O\ LC 01 V oc N- N M O M� oc 01 O O O� O\ N V M p o0 O n ON O t� M I'D V v'> D\ D\ - V v'� O t� OO OO O O N 01 N N n N n N n N n M n M n N n N r- O, O V V V M N N N N N N-• - -•n,�" oc M s9 e� O oc m oc In In 00 `r' O �/'> M 'n oc M M P n M 01 O �o O M OO N O, r N N M n O v'> r-- C14 .-• N .-• N �O O� �O ^� ^ oc l0 O M D\ N �/'> V N r M O oo y N Y vrn O V O D\ O 41 D\ n 41 M V M M N N O 00 41 V n N D\ V M N v'> O 00 M In O O 01 n .- V t� D\ 01 M U U 00 1� to V M , O vi v'> vi O vi O O O O O O O O O O O O O N .0 U `p .-. V .-• •-• oc 00 oc M V N M V -• oc N In V V lO M oc 00 O`. � O j ' V s9 oc � 69 In In l0 V ^� V .-• 41 M oc M V V W M .-• 00 V �O M v] � N oc •-• V v'> .-. LC M 1� N In N O 1� v'> V v'> 1.0 M n M N 41 N n N n V N M V N V'> N . . . . . . . . . GD n N V OO M N M In O �n .- 00 IC M D\ V 00 N V �O oc , , , , , , , , O In v'> In 00 �O S.- E M V D` n D` O O O O O O O O O oc n r IM n N O O O O O O O O O O vU ot N N N n N .-• n n V Oo 'r 'r n O n O V 1p N cCt 41 M -� M V �O GD V 00 �O N N N O O D\ M oc V V O\ 0, V V O\ O�� v1 x. U N 41 00 V N .-• �n l� 1� M \O 41 V lr .-. ^� GO M 1� O GO .-. �O lr l� 41 r M In n .-. M n O V 1� In O l0 0\ �O oc �O n �O l0 �n to M V N M ^' G 41 n l0 V M O D\ n l0 V'1 v'> V M M N N .-• .-• v'> Y O� O O � ' "'fl U 69 69 N 4- � '�j �n vi �n vi O O O �n vi O O �n �n O �n �n O O 41 M oc � N n D`• �n N N D`• - �n N GD N O N O M O M D\ 00 D`• O ^' M V O O �+ �+ � 00 V N N N N N N N M M M vi 0 0 R. ¢, p. M M M M M M M M N N N -• -• � -• - -• -• � �' �.U. �.U. 69 59 � bA bA N N c M C) O n GD D\ O N M V kn �O r-- 00 D\ O N M V to �O r-- O0 ON O N M V to + ti � O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O Q > > W 25 TABLE 8 - INTEREST AND SINKING FUND BUDGET PROJECTION (I) Tax Supported Debt Service Requirements, Fiscal Year Ending 9/30/2015 .. ............................... $ 54,014,287 Interest and Sinking Fund Balance as of 9/30/14 ....... ............................... $ 4,726,841 Interest and Sinking Fund Tax Levy ................. ............................... 16,187,108 From Revenue Supported Sources ............................. ..................... 37,777,179 Interest Income ................................. ............................... 50,000 58,741,128 Estimated Balance, 9/30/15 ....................................... ............................... $ 4,726,841 (1) Source: City's Annual Budget for Fiscal Year 2014/15. TABLE 9 - COMPUTATION OF SELF - SUPPORTING DEBT Net Revenue from Solid Waste System, Fiscal Year Ended 9 -30 -14 ......... ............................... $ 8,421,153 (1)(2) Less: Solid Waste System Revenue Bond Requirements, 2015 Fiscal Year .... ............................... Amount - Balance Available for Other Purposes ................................. ............................... $ 8,421,153 Solid Waste System General Obligation Bond Requirements, 2015 Fiscal Year ............................... Being 6,849,913 Balance........................................................ ............................... $ 1,571,240 Net Revenue from Airport System, Fiscal Year Ended 9 -30 -14 ............. ............................... $ 725,746 (1)(3) Less: Airport System Revenue Bond Requirements, 2015 Fiscal Year ....... ............................... 11/6/2012 - Balance Available for Other Purposes ................................. ............................... $ 725,746 Airport System General Obligation Bond Requirements, 2015 Fiscal Year .... ............................... 11/4/2014 475,249 Balance........................................................ ............................... $ 250,497 Net Revenue from Utility System (Electric System and Waterworks and Sewer System), Fiscal Year Ended 9-30-14. . $ 54,760,243 (2) Less: Utility System Revenue Bond Requirements, 2015 Fiscal Year ........ ............................... 16,472,319 Balance Available for Other Purposes ................................. ............................... $ 38,287,924 Utility System General Obligation Bond Requirements, 2015 Fiscal Year ..... ............................... 30,033,512 Balance........................................................ ............................... $ 8,254,412 (1) Includes a portion of the Bonds. Preliminary, subject to change. (2) Does not deduct franchise fees and /or return on investment paid to the General Fund. (3) Does not deduct franchise fees and cost of services paid to the General Fund. TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS ANTICIPATED ISSUANCE OF ADDITIONAL GENERAL OBLIGATION DEBT ... As shown in Table 10 above, after the issuance of the Bonds, the City will have $87,725,000 voted but unissued debt remaining to be issued from the November 4, 2014 authorization. The City may also issue tax- supported debt other than voter approved general obligation bonds to fund public improvements, such as certificates of obligation or tax anticipation notes, without submitting a measure to the voters, but in certain instances, subject to voter petition rights for a referendum. The City anticipates the issuance of approximately $ in tax - supported debt in the second quarter of 2016. 26 Amount Amount Date Amount Heretofore Being Unissued Purpose Authorized Authorized Issued Issued Balance Street 11/6/2012 $ 20,400,000 $ 8,000,000 $ 4,000,000 $ 8,400,000 Street 11/4/2014 61,710,000 - 9,140,000 52,570,000 Public Safety 11/4/2014 16,565,000 - 2,880,000 13,685,000 Drainage 11/4/2014 8,545,000 - 4,655,000 3,890,000 Parks 11/4/2014 11,355,000 - 2,175,000 9,180,000 $118,575,000 $ 8,000,000 $ 22,850,000 $ 87,725,000 ANTICIPATED ISSUANCE OF ADDITIONAL GENERAL OBLIGATION DEBT ... As shown in Table 10 above, after the issuance of the Bonds, the City will have $87,725,000 voted but unissued debt remaining to be issued from the November 4, 2014 authorization. The City may also issue tax- supported debt other than voter approved general obligation bonds to fund public improvements, such as certificates of obligation or tax anticipation notes, without submitting a measure to the voters, but in certain instances, subject to voter petition rights for a referendum. The City anticipates the issuance of approximately $ in tax - supported debt in the second quarter of 2016. 26 TABLE 11 - OTHER OBLIGATIONS The City has entered into capital lease agreements. The following is a schedule of future minimum lease payments under these capital leases and the present value of the net minimum lease payments as of September 30, 2014: Year Annual Ending Lease 30 -Sep Payment 2015 $ 394,316 2016 394,316 2017 394,316 Total Minimum Lease Payment $ 1,182,948 Less: Amount Representing Interest 80,084 Present Value of Minimum Future Lease Payments $ 1,102,864 PENSION FUND ... The City provides pension benefits for all of its full -time employees (except firefighters) through the Texas Municipal Retirement System ( "TMRS "), a State -wide administered pension plan. Employees may retire at ages 60 and above with five or more years of service or with twenty years of service regardless of age, and a member is vested after five years. The City makes annual contributions to the plan equal to the amounts accrued for pension expense. Beginning in 2009, the City of Denton elected to "phase in" higher contributions to TMRS over a period up to eight years in order to recognize the change to a Projected Unit Cost Method in the 2007 valuation. By doing so, the City 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 will continue to increase until the full actuarially determined ARC is paid. The "phase in" period was expected to last eight years from fiscal year 2009 through fiscal year 2016, but due to the new fund structure approved by the Texas Legislature with Senate Bill 350 (SB 350) and better than expected financial performance, management began paying the full ARC in October 2012. The funded status as of December 31, 2011, December 31, 2012 and December 31, 2013 is presented below: Actuarial Fiscal Valuation Year Date 2012 12/31/2011 2013 12/31/2012 2014 12/31/2013 Unfunded Actuarial Actuarial Accrued Valuation Liability of Assets (AAL) $ 229,285,432 $ 298,900,732 252,276,946 315,416,972 278,338,589 360,116,261 (i) Unfunded AAL Funded (UAAL) Ratio $ 69,615,300 76.7% 63,140,026 80.0% 81,777,672 77.0% (1) Fiscal 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. On October 9, 2013, subsequent to the City's year end, the TMRS Board adopted two significant changes affecting future actuarial values: 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 will be changing from the Projected Unit Credit method to the Entry Age Normal method, the most widely used actuarial method by public sector pension plans, which will be required by Governmental Accounting Standards Board (GASB) beginning in fiscal year 2015 for determination of the Net Pension Liability for financial reporting purposes. This will more closely align 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." For more detailed information concerning the TMRS plan as well as the City's historical unfunded actuarial accrued liability for calendar years 2012 -2014, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.A., page 58 and Exhibit XII, page 71. 27 FIREMEN'S RELIEF AND RETIREMENT FUND ... The City provides pension benefits for firefighters through the Denton Firemen's Relief and Retirement Fund (the "Firemen's Fund "). Firefighters may retire at age 50 with twenty or more years of service, and a member is vested after ten years of credited service. As of December 31, 2013, there were (i) 67 retirees and beneficiaries receiving benefits and terminated employees entitled to benefits but not yet receiving them, (ii) 95 current employees who were vested and (iii) 66 employees who were not vested. As of December 31, 2013, the plan's unfunded actuarial accrued liability was $18,400,951 and the funded ratio was 77.1 %. An actuarial /liability assessment of the City's fireman's pension fund is currently underway for calendar year 2014 and is expected to be available in the summer of 2015. For more detailed information concerning the Firemen's Fund as well as the City's historical unfunded actuarial accrued liability for calendar years 2010 -2014, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" — Note V.A., page 58 and Exhibit X11, page 71. OTHER POST EMPLOYMENT BENEFITS . . . 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. 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 choose benefits at the time of retirement, after that their eligibility for the benefits ceases. All medical care benefits are provided through the City's self - insured health plan. The benefit levels are the same as those afforded to active employees. Actuarial valuations have been completed by an outside consulting firm regarding the City's OPEB liability. The reports provide the City with the City's OPEB requirements assuming the City's plan offerings, designs, and cost share approach remain constant. The City's annual OPEB cost is calculated based on the annual required contribution of the City, an amount actuarially determined in accordance with the parameters of GASB Statement 45. The annual required contribution represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and to amortize any unfunded actuarial liabilities over a period not to exceed thirty years. The City's annual OPEB cost for the current year and the related information are as follows at September 30, 2014: Fiscal Year Ended September 30, 2014 2013 2012 Annual OPEB Costs $1,735,204 $1,519,439 $1,520,203 Actual Contributions $ 909,288 $ 898,583 $1,481,210 Net OPEB Obligations $4,653,257 $3,827,341 $3,206,485 As of December 31, 2013, the date of the latest actuarial report, the City's actuarial accrued liability was $13,715,238 and as of such date the City had funded 0% of such amount. The City's GASB 45 liability was discussed at length with the Audit /Finance Committee and the City Council. At the conclusion of these discussions, the City Council concurred with the staff recommendation to fund the City's OPEB costs on a pay- as -you- go basis. The pay -as- you -go approach has been recommended since 1) this provides the lowest cost approach, 2) the ARC is relatively small in comparison to the City's overall budget, and 3) the pay -as- you -go cost is not forecasted to exceed the ARC until approximately the year 203 1. For more detailed information concerning the City's OPEBs, funding policies related thereto and related liabilities, as well as the City's historical unfunded actuarial accrued liability, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.B., page 63 and Exhibit X1II, page 72. 28 TABLE 12 - CHANGES IN NET POSITION Revenues: Program Revenue: Charges for Services Operating Grants and Contributions Capital Grants and Contributions General Revenue: Property Tax Sales Tax Other Taxes/Fees Miscellaneous Total Revenue FINANCIAL INFORMATION Fiscal Year Ended September 30, 2014 2013 2012 2011 2010 $ 18,428,832 $ 17,091,719 $ 15,980,821 $ 15,673,556 $ 14,781,002 4,788,149 3,118,105 2,598,157 4,270,697 3,407,085 11,127,695 14,671,571 4,292,468 7,497,908 15,206,424 48,833,077 47,275,552 45,174,160 44,144,844 43,144,645 27,764,114 26,522,473 25,886,940 22,871,282 20,484,954 23,424,250 22,578,639 21,839,818 21,219,346 19,131,162 2,543,781 1,428,907 1,390,398 2,830,297 6,375,678 $136,909,898 $132,686,966 $117,162,762 $118,507,930 $122,530,950 Expenditures: General Government $ 30,476,840 $ 27,686,735 $ 29,421,275 $ 28,198,604 $ 29,569,535 Public Safety 56,893,859 52,906,985 52,496,010 49,154,371 47,998,906 Public Works 16,950,280 18,663,884 18,662,029 16,089,302 15,767,926 Parks and Recreation 14,543,461 13,714,245 12,968,426 12,421,893 12,854,336 Interest on Long -Terns Debt 4,339,154 4,464,309 4,755,938 5,046,724 5,121,329 Total Expenses $123,203,594 $ 1 17,436,158 $ 1 18,303,678 $ 1 10,910,894 $ 1 11,312,032 Increase in Net Position before Transfers $ 13,706,304 $ 15,250,808 $ (1,140,916) $ 7,597,036 $ 11,218,918 Transfers 876,525 (101,707) 887,287 (10,430,082) 482,801 Increase (Decrease) in Net Position $ 14,582,829 $ 15,149,101 $ (253,629) $ (2,833,046) $ 11,701,719 Prior Period Adjustment (737,505) - - (10,674,744) - Net Position at Beginning of Year 155,399,166 140,250,065 140,503,694 154,011,484 142,309,765 Net Position at End of Year $169,244,490 $155,399,166 $140,250,065 $140,503,694 $154,011,484 (1) Unrestricted net position, that part of the net position that may be used to meet the City's ongoing obligations, was $35,610,630 as of September 30, 2014. This table refers to governmental activities only and does not include enterprise funds such as the airport, solid waste or utility activities. 29 TABLE 12A - GENERAL FUND REVENUES AND EXPENDITURE HISTORY 30 Fiscal Year Ended September 30, Revenues: 2014 2013 2012 2011 2010 Taxes $ 61,779,192 $ 59,278,152 $ 57,148,330 $ 53,492,664 $ 50,049,759 Licenses and Permits 1,978,421 1,446,580 1,436,215 1,460,548 1,198,552 Franchise Fee 13,889,670 13,597,253 13,751,615 19,324,244 17,457,994 Fines and Forfeitures 4,539,209 4,229,107 4,241,395 4,216,247 4,378,064 Fees for Service 5,913,566 5,631,829 5,666,413 5,656,550 5,989,349 Interest Revenue 172,684 141,734 187,527 172,719 237,559 Intergovernmental 1,383,267 1,021,581 949,422 825,549 770,164 Miscellaneous 120,680 84,929 255,035 193,022 317,460 Total Revenues $ 89,776,689 $ 85,431,165 $ 83,635,952 $ 85,341,543 $ 80,398,901 Expenditures: General Government $23,337,639 $21,067,238 $20,951,203 $19,495,940 $22,037,729 Public Safety 50,949,715 49,622,237 46,797,417 44,921,713 43,156,478 Public Works 2,854,761 2,816,923 2,591,517 7,483,926 6,516,276 Parks and Recreation 10,891,862 10,579,066 9,704,075 9,422,432 9,837,073 Capital Outlay 573,903 616,199 712,055 575,128 691,880 Debt Service: Principal Retirement - - 78,092 140,422 185,154 Total Expenditures $ 88,607,880 $ 84,701,663 $ 80,834,359 $ 82,039,561 $ 82,424,590 Excess (Deficiency) of Revenues Over Expenditures $ 1,168,809 $ 729,502 $ 2,801,593 $ 3,301,982 $ (2,025,689) Other Financing Sources (Uses): Capital Leases $ - $ - $ - $ - $ - Transfers In - 2,600 14,301 20,304 1,018,218 Sale of Capital Assets 85,059 137,417 153,127 90,699 160,495 Transfers (Out) (1,170,764) (950,421) (1,556,944) (515,761) (421,200) Total Other Financing Sources (Uses) $ (1,085,705) $ (810,404) $ (1,389,516) $ (404,758) $ 757,513 Net Changes in Fund Balances $ 83,104 $ (80,902) $ 1,412,077 $ 2,897,224 $ (1,268,176) Fund Balances at Beginning of Year 25,755,178 25,836,080 24,424,003 21,526,779 22,794,955 Fund Balances at End of Year $ 25,838,282 $ 25,755,178 $ 25,836,080 $ 24,424,003 $ 21,526,779 30 TABLE 13 - MUNICIPAL SALES TAX HISTORY The City has adopted the Municipal Sales and Use Tax Act, V.T.C.A., Tax Code, Chapter 321, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund and are not pledged to the payment of the Obligations. Collections and enforcements are effected through the offices of the Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. In January 1994, the voters of the City approved the imposition of an additional one -half of one percent (' /z of 1 %) for property tax reduction. In September 2003, the voters of the City approved the imposition of an additional one -half of one percent (' /z of 1 %) for the Denton County Transportation Authority. The implementation of this tax began January 2004, and is allocated directly to the Denton County Transportation Authority. Fiscal Year % of Equivalent of Ended Total Ad Valorem Ad Valorem 9/30 Collected (1) Tax Levy Tax Rate 2011 $ 22,871,281 52.14% $ 0.3671 2012 25,886,938 57.75% 0.4037 2013 26,522,473 56.50% 0.3949 2014 27,764,114 57.37% 0.3978 2015 (2) 10,248,220 18.81% 0.1314 (1) Source: City of Denton Annual Program of Services. (2) Collections through January 31, 2015. The sales tax breakdown for the City is as follows: Property Tax Relief 0.50¢ Denton County Transportation Authority 0.50¢ City Sales & Use Tax 1.00¢ State Sales & Use Tax 6.25¢ Total 8.250 FINANCIAL POLICIES Per Capita $ 200 224 226 233 85 Basis of Accounting ... The accounting policies of the City conform to generally accepted accounting principles of the Governmental Accounting Standards Board and program standards adopted by the Government Finance Officers Association of the United States and Canada. The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Denton for each fiscal year since 1983. The City's current report will be submitted to GFOA to determine its eligibility for another Certificate. The City has also received the GFOA's award for Distinguished Budget Presentation each year since 1988. The measurement focuses for the Enterprise Funds, Internal Service Funds and Nonexpendable Trust Funds are income determination and cost of service, respectively. Accordingly, the accrual basis, whereby revenues and expenses are identified in the accounting period in which they are earned and incurred and net income, is utilized for these funds. The modified accrual basis, whereby revenues are recognized when they become both measurable and available for use during the year and expenditures are recognized when the related fund liability is incurred, is used for all other funds. Budgetary Procedures ... As prescribed by City Charter, the City Manager, within the time period required by law, submits to the City Council a proposed budget for the fiscal year beginning the following October 1. The budget includes proposed expenditures and revenues required to fund the expenditures. Following Council considerations, amendments and refinements, a public hearing is ordered and conducted for the purpose of obtaining taxpayer comments. The budget is finally approved and adopted by passage of an ordinance by the City Council prior to the beginning of the fiscal year. The budget is adopted on a basis consistent with generally accepted accounting principles. The City strives to maintain an unreserved general fund balance of 20% of budgeted expenditures. 31 INVESTMENTS The City invests its investable funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both Texas law and the City's investment policies are subject to change. LEGAL INVESTMENTS ... Under Texas law, the City is authorized to invest in (1) obligations, including letter of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit and share certificates meeting the requirements of the Texas Public Funds Investment Act (Chapter 2256, Texas Government Code, as amended (the "PFIA ")) that are issued by or through an institution that either has its main office or a branch office in Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits, or are invested by the City through a depository institution that has its main office or a branch office in the State of Texas and otherwise meet the requirements of the PFIA, (8) fully collateralized repurchase agreements that have a defined termination date, are fully secured a combination of cash and obligations described in clause (1) which are pledged to the City, held in the City's name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City and are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State, (9) certain bankers' acceptances with the remaining term of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least A -1 or P -1 or the equivalent by at least one nationally recognized credit rating agency, (10) commercial paper with a stated maturity of 270 days or less that is rated at least A -1 or P -1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no -load money market mutual funds registered with and regulated by the Securities and Exchange Commission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (12) no -load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, invest exclusively in obligations described in this paragraph, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent. If specifically authorized in the authorizing document, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAA -m or an equivalent by at least one nationally recognized rating service. The City may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b -1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance, or resolution. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage - backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage - backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Political subdivisions such as the City are authorized to implement securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) of the first paragraph under this subcaption, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm not less than "A" or its equivalent, or (c) cash invested in obligations that are described in clauses (1) through (6) and (10) through (12) of the first paragraph under this subcaption, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the governmental body, held in the name of the governmental body and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. INVESTMENT POLICIES ... Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification , yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment, the maximum average dollar- weighted maturity allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a requirement for settlement of all transactions, except investment pool 32 funds and mutual funds, on a delivery versus payment basis, and procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the Public Funds Investment Act. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds' investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, the ending market value and the fully accrued interest during the reporting period of each pooled fund group, (4) the book value and market value of each separately listed asset at the end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council. ADDITIONAL PROVISIONS ... Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution; (3) require any investment officers with personal business relationships or relatives with firms seeking to sell securities to the City to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude investment transactions conducted between the City and the business organization that are not authorized by the City's investment policy (except to the extent that this authorization is dependent on an analysis of the makeup of the City's entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement attesting to these requirements; (5) perform an annual audit of the management controls on investments and adherence to the City's investment policy; (6) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no -load mutual funds in the aggregate to no more than 15% of the entity's monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. TABLE 14- CURRENT INVESTMENTS (l) As of March 1, 2015, the City's available funds were invested as follows: (1) There are no City funds invested in derivative securities, i.e., securities whose rate of return is determined by reference to some other instrument, index or commodity. (2) Fully insured by FDIC. (3) Insured up to the FDIC limit with uninsured amounts collateralized by U.S. federal agency securities at a minimum of 102% of principal plus accrued interest. 33 Market Value Market Book Description Percent Value Value Treasury Secuirites - Coupon 5.03% S 22,130,391 S 22,089,173 Federal Agency Issues - Coupon 50.32% 220,777,955 220,559,553 Federal Agency Issues - Callable 1.82% 7,983,913 7,990,338 Municipal Bonds - Coupon 6.87% 30,153,702 30,101,915 CDs - CDARS (2) 12.08% 53,000,000 53,000,000 CDs - Collateralized (3) 12.08% 53,000,000 53,000,000 Commercial Paper 1.14% 4,997,325 4,996,775 Demand Deposits (3) 10.64% 46,670,097 46,670,097 100.00% $4381713,383 5438,407,851 (1) There are no City funds invested in derivative securities, i.e., securities whose rate of return is determined by reference to some other instrument, index or commodity. (2) Fully insured by FDIC. (3) Insured up to the FDIC limit with uninsured amounts collateralized by U.S. federal agency securities at a minimum of 102% of principal plus accrued interest. 33 TAX MATTERS OPINIONS The Bonds ... On the date of initial delivery of the Bonds, McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel to the City, will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof ( "Existing Law "), (1) interest on the Bonds for federal income tax purposes will be excludable from the "gross income" of the holders thereof and (2) the Bonds will not be treated as "specified private activity bonds" the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code "). Except as stated above, Bond Counsel to the City will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Bonds. The Certificates ... On the date of initial delivery of the Certificates, Bond Counsel to the City will render its opinion that, in accordance with Existing Law, (1) interest on the Certificates for federal income tax purposes will be excludable from the "gross income" of the holders thereof and (2) the Certificates will not be treated as "specified private activity bonds" the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Code. Except as stated above, Bond Counsel to the City will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Certificates. See Appendix C — Forms of Bond Counsel's Opinions. In rendering each of the foregoing opinions, Bond Counsel to the City will rely upon (a) certain information and representations of the City, including information and representations contained in the City's federal tax certificate with respect to each Obligation issue, (b) covenants of the City contained in the Obligation documents relating to certain matters, including arbitrage and the use of the proceeds of the Obligations and the Refunded Obligations and the property financed or refinanced therewith and (c) the sufficiency certificate of the paying agent for the Refunded Obligations. Failure by the City to observe the aforementioned representations or covenants could cause the interest on the Obligations to become taxable retroactively to the date of issuance. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied subsequent to the issuance of the Obligations in order for interest on the Obligations to be, and to remain, excludable from gross income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Obligations to be included in gross income retroactively to the date of issuance of the Obligations. The opinion of Bond Counsel to the City is conditioned on compliance by the City with such requirements, and Bond Counsel to the City has not been retained to monitor compliance with these requirements subsequent to the issuance of the Obligations. Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. Bond Counsel's opinion is not a guarantee of a result. The Existing Law is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that such Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Obligations. A ruling was not sought from the Internal Revenue Service by the City with respect to the Obligations or the projects being financed or refinanced therewith. Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the representations of the City that it deems relevant to render such opinion and is not a guarantee of a result. No assurances can be given as to whether or not the Internal Revenue Service will commence an audit of the Obligations, or as to whether the Internal Revenue Service would agree with the opinion of Bond Counsel. If an audit is commenced, under current procedures the Internal Revenue Service is likely to treat the City as the taxpayer and the holders of the Obligations may have no right to participate in such procedure. No additional interest will be paid upon any determination of taxability. FEDERAL INCOME TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT The initial public offering price to be paid for one or more maturities of the Obligations may be less than the principal amount thereof or one or more periods for the payment of interest on the Obligations may not be equal to the accrual period or be in excess of one year (the "Original Issue Discount Bonds "). In such event, the difference between (i) the "stated redemption price at maturity" of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond would constitute original issue discount. The "stated redemption price at maturity" means the sum of all payments to be made on the Obligations less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under existing law, any owner who has purchased such Original Issue Discount Bond in the initial public offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth below. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income. 34 Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six -month period ending on the date before the semiannual anniversary dates of the date of the Obligations and ratably within each such six -month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Bonds should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Bonds. COLLATERAL FEDERAL INCOME TAX CONSEQUENCES The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Obligations. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S corporations with accumulated earnings and profits and excess passive investment income, foreign corporations subject to the branch profits tax, taxpayers qualifying for the health insurance premium assistance credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax- exempt obligations. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX- EXEMPT OBLIGATIONS BEFORE DETERMINING WHETHER TO PURCHASE THE OBLGATIONS. Interest on the Obligations will be includable as an adjustment for "adjusted current earnings" to calculate the alternative minimum tax imposed on corporations by section 55 of the Code. Under section 6012 of the Code, holders of tax - exempt obligations, such as the Obligations, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax - exempt obligation, such as the Obligations, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A "market discount bond" is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. STATE, LOCAL AND FOREIGN TAXES Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Obligations under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. FUTURE AND PROPOSED LEGISLATION Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax - exempt status of interest on the Obligations under Federal or state law and could affect the market price or marketability of the Obligations. Any such proposal could limit the value of certain deductions and exclusions, including the exclusion for tax - exempt interest. The likelihood of any such proposal being enacted cannot be predicted. Prospective purchasers of the Obligations should consult their own tax advisors regarding the foregoing matters. 35 CONTINUING DISCLOSURE OF INFORMATION In each of the Ordinances the City has made the following agreement for the benefit of the holders and beneficial owners of the respective series of Obligations. The City is required to observe each agreement while it remains obligated to advance funds to pay such Obligations. Under each agreement, the City will be obligated to provide certain updated financial information and operating data annually, and the timely notice of specified events to the Municipal Securities Rulemaking Board ( "MSRB "). This information will be available free of charge from the MSRB via the Electronic Municipal Market Access ( "EMMA") system at www.emma.msrb.org. ANNUAL REPORTS ... The City will provide certain updated financial information and operating data to the MSRB annually. The information to be updated includes all quantitative financial information and operating data with respect to the City of the general type included in this Official Statement under Tables numbered 1 through 5 and 7 through 14 and in Appendix B. The City will update and provide this information within six months after the end of each fiscal year ending in or after 2015. The City will provide the updated information to the MSRB. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB's Internet Web site or filed with the United States Securities and Exchange Commission (the "SEC "), as permitted by SEC Rule 15c2 -12 (the "Rule "). The updated information will include audited financial statements, if the City commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the City will provide unaudited financial information of the type described in the preceding paragraph by the required time and audited financial statements when and if such audited financial statements become available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix B or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation. The City's current fiscal year end is September 30. Accordingly, it must provide updated information by March 31 in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of the change. NOTICE OF CERTAIN EVENTS ... The City will also provide timely notices of certain events to the MSRB. The City will provide notice of any of the following events with respect to the Obligations to the MSRB in a timely manner (but not in excess of ten business days after the occurrence of the event): (1) principal and interest payment delinquencies; (2) non - payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB), or other material notices or determinations with respect to the tax status of the Obligations, or other material events affecting the tax status of the Obligations; (7) modifications to rights of holders of the Obligations, if material; (8) Obligation calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Obligations, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. In addition, the City will provide timely notice of any failure by the City to provide annual financial information in accordance with their agreement described above under "Annual Reports ". For these purposes, any event described in (12) in the immediately preceding paragraph is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. LIMITATIONS AND AMENDMENTS ... The City has agreed to update information and to provide notices of specified events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Obligations at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Obligations may seek a writ of mandamus to compel the City to comply with its agreement. The City may amend its continuing disclosure agreement for either or both of the Bonds and Certificates from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, 36 nature, status, or type of operations of the City, if (i) the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds or Certificates, as the case may be, in the offering described herein in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the outstanding Bonds or Certificates, as the case may be, consent to the amendment or (b) any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds or Certificates, as the case may be. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Obligations in the primary offering of the Obligations. If the City so amends the agreement, it has agreed to include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. COMPLIANCE WITH PRIOR UNDERTAKINGS ... During the last five years, the City has complied In all material respects with all continuing disclosure agreements made by it in accordance with SEC Rule 15c2 -12. OTHER INFORMATION RATINGS The Obligations and the presently outstanding tax supported debt of the City are rated " " by Fitch and " " by S &P. An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Obligations. LITIGATION It is the opinion of the City Attorney and City Staff that there is no pending, or to their knowledge threatened, litigation or other proceeding against the City that could have a material adverse financial impact upon the City or its operations over and above those already disclosed in the City's Comprehensive Annual Financial Report, see Appendix B, Note V.F., page 69. At the time of the initial delivery of the Obligations, the City will provide the Initial Purchasers with a certificate to the effect that no litigation of any nature has been filed or is then pending challenging the issuance of the Obligations or that affects the payment and security of the Obligations or in any other manner questioning the issuance, sale or delivery of the Obligations. REGISTRATION AND QUALIFICATION OF OBLIGATIONS FOR SALE The sale of the Obligations has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Obligations have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds or Certificates been qualified under the securities acts of any jurisdiction. The City assumes no responsibility for qualification of the Bonds or Certificates under the securities laws of any jurisdiction in which the Obligations may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Obligations shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS The Obligations. Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the Obligations are negotiable instruments, investment securities governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Obligations are legal investments for state banks, savings banks, trust companies with at least $1 million of capital, and savings and loan associations. The Certificates. Section 271.051, Texas Local Government Code, provides that the Certificates are legal and authorized investments for banks, savings banks, trust companies, savings and loan associations, insurance companies, fiduciaries, trustees and guardians, and for the sinking funds of municipalities, school districts, and other political subdivisions or public agencies of the State of Texas. The Certificates are eligible to secure deposits of any public funds of the State, municipalities, school districts, and other political subdivisions of the State, and are legal security for those deposits to the extent of their market value. 37 General Considerations. For political subdivisions in Texas that have adopted investment policies and guidelines in accordance with the Public Funds Investment Act (Texas Government Code, Chapter 2256), the Obligations may have to be assigned a rating of at least "A" or its equivalent as to investment quality by a national rating agency before such obligations are eligible investments for sinking funds and other public funds. The City has made no investigation of other laws, rules, regulations, or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Obligations for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Obligations for such purposes. The City has made no review of laws in other states to determine whether the Obligations are legal investments for various institutions in those states. LEGAL OPINIONS AND No- LITIGATION CERTIFICATE The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Bonds and of the Certificates, including the unqualified approving legal opinions of the Attorney General of Texas approving the Initial Bond and the Initial Certificate and to the effect that the Bonds and the Certificates are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approving legal opinions of Bond Counsel, to like effect and to the effect that the interest on the Bonds and the Certificates will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "Tax Matters" herein. The customary closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Obligations, or which would affect the provision made for their payment or security or in any manner questioning the validity of said Obligations will also be furnished. Though it represents the Financial Advisor and purchasers of debt from governmental issuers from time to time in matters unrelated to the issuance of the Obligations, Bond Counsel has been engaged by and only represents the City in connection with the issuance of the Obligations. Bond Counsel was not requested to participate, and did not take part, in the preparation of the Notice of Sale and Bidding Instructions, the Official Bid Form and the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information describing the Obligations in the Official Statement to verify that such description conforms to the provisions of the Bond Ordinance and the Certificate Ordinance. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Obligations is contingent on the sale and delivery of the Obligations. The legal opinion will accompany the Obligations deposited with DTC or will be printed on the Obligations in the event of the discontinuance of the Book - Entry-Only System. The legal opinions to be delivered concurrently with the delivery of the Obligations express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION The financial data and other information contained herein have been obtained from City records, audited financial statements, and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents, and ordinances contained in this Official Statement are made subject to all of the provisions of such statutes, documents, and ordinances. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. FINANCIAL ADVISOR First Southwest Company, LLC is employed as Financial Advisor to the City in connection with the issuance of the Obligations. The Financial Advisor's fee for services rendered with respect to the sale of the Obligations is contingent upon the issuance and delivery of the Obligations. First Southwest Company, LLC, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants, and representations contained in any of the legal documents with respect to the federal income tax status of the Obligations, or the possible impact of any present, pending, or future actions taken by any legislative or judicial bodies. The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. 38 INITIAL PURCHASER OF THE BONDS After requesting competitive bids for the Bonds, the City accepted the bid of (the "Initial Purchaser of the Bonds ") to purchase the Bonds at the interest rates shown on the cover page of the Official Statement at a price of par plus a cash premium of $ . The Initial Purchaser of the Bonds can give no assurance that any trading market will be developed for the Bonds after their sale by the City to the Initial Purchaser of the Bonds. The City has no control over the price at which the Bonds are subsequently sold and the initial yield at which the Bonds will be priced and reoffered will be established by and will be the sole responsibility of the Initial Purchaser of the Bonds. INITIAL PURCHASER OF THE CERTIFICATES After requesting competitive bids for the Certificates, the City accepted the bid of (the "Initial Purchaser of the Certificates ") to purchase the Certificates at the interest rates shown on page 3 of the Official Statement at a price of par plus a cash premium of $ . The Initial Purchaser of the Certificates can give no assurance that any trading market will be developed for the Certificates after their sale by the City to the Initial Purchaser of the Certificates. The City has no control over the price at which the Certificates are subsequently sold and the initial yield at which the Certificates will be priced and reoffered will be established by and will be the sole responsibility of the Initial Purchaser of the Certificates. The Initial Purchaser of the Bonds and the Initial Purchaser of the Certificates are herein collectively referred to as the "Purchasers ". CERTIFICATION OF THE OFFICIAL STATEMENT At the time of payment for and delivery of the Obligations, the City will furnish to the Initial Purchasers a certificate, executed by a proper City officer, acting in such officer's official capacity, to the effect that to the best of such officer's knowledge and belief: (a) the descriptions and statements of or pertaining to the City contained in the Official Statement, and any addenda, supplement, or amendment thereto, on the date of the Official Statement, on the date of sale of the Obligations, and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in the Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect; and (d) there has been no material adverse change in the financial condition of the City since the date of the last audited financial statements of the City. The respective Ordinances authorizing the issuance of the Obligations will approve the form and content of this Official Statement, and any addenda, supplement, or amendment thereto, and authorize its further use in the reoffering of the Obligations by the Purchasers. FORWARD-LOOKING STATEMENTS DISCLAIMER The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward- looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the fixture. Readers should not place undue reliance on forward - looking statements. All forward - looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward - looking statements. The City's actual results could differ materially from those discussed in such forward - looking statements. The forward - looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, fixture economic, competitive, and market conditions and fixture business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward - looking statements included in this Official Statement will prove to be accurate. MISCELLANEOUS The Ordinances authorizing the issuance of the Obligations will approve the form and content of this Official Statement, and any addenda, supplement or amendment thereto, and authorize its further use in the reoffering of the Obligations by the Initial Purchasers. PRICING OFFICER City of Denton, Texas 39 Schedule I SCHEDULE OF REFUNDED OBLIGATIONS* Certificates of Obligation, Series 2006 $ 4,165,000 $ 4,165,000 The 2017 - 2026 maturities will be redeemed prior to original maturity on February 15, 2016, at par. General Obligation Bonds, Series 2006 Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2006 2/15/2017 4.500% $ 340,000 $ 340,000 2/15/2018 4.500% 355,000 355,000 2/15/2019 4.500% 375,000 375,000 2/15/2020 4.500% 385,000 385,000 2/15/2021 4.500% 400,000 400,000 2/15/2022 4.600% 420,000 420,000 2/15/2023 4.600% 445,000 445,000 2/15/2024 4.625% 465,000 465,000 2/15/2025 4.625% 480,000 480,000 2/15/2026 4.650% 500,000 500,000 $ 4,165,000 $ 4,165,000 The 2017 - 2026 maturities will be redeemed prior to original maturity on February 15, 2016, at par. General Obligation Bonds, Series 2006 $ 2,285,000 $ 2,285,000 The 2017 - 2026 maturities will be redeemed prior to original maturity on February 15, 2016, at par. (1) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2022. (2) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2026. * Preliminary, subject to change. Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2006 2/15/2017 4.250% $ 185,000 $ 185,000 2/15/2018 4.375% 195,000 195,000 2/15/2019 4.375% 200,000 200,000 2/15/2020 4.500% 210,000 210,000 2/15/2021 5.000% 220,000 220,000 2/15/2022 ��� 5.000% 230,000 230,000 2/15/2023 (2) 5.000% 245,000 245,000 2/15/2024 (2) 5.000% 255,000 255,000 2/15/2025 (2) 5.000% 265,000 265,000 2/15/2026 (2) 5.000% 280,000 280,000 $ 2,285,000 $ 2,285,000 The 2017 - 2026 maturities will be redeemed prior to original maturity on February 15, 2016, at par. (1) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2022. (2) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2026. * Preliminary, subject to change. Certificates of Obligation, Series 2007 $ 3,325,000 $ 3,325,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. General Obligation Bonds, Series 2007 Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2007 2/15/2018 4.500% $ 270,000 $ 270,000 2/15/2019 4.500% 280,000 280,000 2/15/2020 4.500% 295,000 295,000 2/15/2021 4.600% 305,000 305,000 2/15/2022 4.600% 320,000 320,000 2/15/2023 4.625% 335,000 335,000 2/15/2024 4.625% 355,000 355,000 2/15/2025 4.700% 370,000 370,000 2/15/2026 4.700% 390,000 390,000 2/15/2027 4.700% 405,000 405,000 $ 3,325,000 $ 3,325,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. General Obligation Bonds, Series 2007 $ 9,805,000 $ 9,805,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. (1) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2019. (2) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2021. (3) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2023. (4) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2025. (5) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2027. Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2007 2/15/2018... 5.000% $ 775,000 $ 775,000 2/15/2019 (') 5.000% 815,000 815,000 2/15/2020 (2) 5.000% 855,000 855,000 2/15/2021 (2) 5.000% 900,000 900,000 2/15/2022 (3) 5.000% 950,000 950,000 2/15/2023 (3) 5.000% 995,000 995,000 2/15/2024 (4) 5.000% 1,045,000 1,045,000 2/15/2025 (4) 5.000% 1,100,000 1,100,000 2/15/2026 (5) 5.000% 1,155,000 1,155,000 2/15/2027 (5) 5.000% 1,215,000 1,215,000 $ 9,805,000 $ 9,805,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. (1) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2019. (2) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2021. (3) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2023. (4) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2025. (5) Represents a mandatory sinking fund redemption of a term bond maturing February 15, 2027. Certificates of Obligation, Series 2007A $ 4,690,000 $ 4,690,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 10/1/2007 2/15/2018 4.000% $ 335,000 $ 335,000 2/15/2019 4.100% 350,000 350,000 2/15/2020 4.150% 365,000 365,000 2/15/2021 4.200% 385,000 385,000 2/15/2022 4.250% 400,000 400,000 2/15/2023 4.300% 420,000 420,000 2/15/2024 4.350% 440,000 440,000 2/15/2025 4.400% 465,000 465,000 2/15/2026 4.450% 485,000 485,000 2/15/2027 4.500% 510,000 510,000 2/15/2028 4.500% 535,000 535,000 $ 4,690,000 $ 4,690,000 The 2018 - 2027 maturities will be redeemed prior to original maturity on February 15, 2017, at par. APPENDIX A GENERAL INFORMATION REGARDING THE CITY LOCATION ... The City of Denton is located in the northern portion of the Dallas /Fort Worth Consolidated Statistical Area (CSMA). The City is a part of the Dallas /Fort Worth Metroplex, and is situated at the apex of a triangle based by Dallas (38 miles to the southeast) and Fort Worth (36 miles to the southwest). The City has excellent access to and from all parts of the area. ECONOMIC FUTURE ... The fiscal year 2013 -2014 was very eventful for Denton. Listed below are just a few of the projects: MAJOR EMPLOYER & INDUSTRIAL NEWS • Target Corporation completed construction of their 365,853 square foot frozen and refrigerated food distribution center in 2012. This $100 million project received a 65% tax abatement for five years from the City of Denton to help offset costs to improve Airport and Corbin Roads. This facility will service over 230 stores in eight states with frozen and perishable food products. Target opened in March 2013 and employs 115 to 150 area residents. • Schlumberger, an oilfield service company, held a grand opening in September 2011 for their 150,000 square foot regional maintenance facility at the Granite Point Industrial Park. Renovation of the building is estimated at $10 million. Schlumberger employed 89 in 2013. Peerless Manufacturing selected Denton to expand and consolidate some of their Texas operations. The company designs, custom engineers and manufactures highly specialized filtration, separation equipment, industrial silencers, heat exchangers, and air pollution reduction systems to energy industry customers involved in gas and oil production, petrochemical processing, and power generating. They completed construction of an 80,000 square foot manufacturing facility in October 2013. The valuation of the project is estimated at $16 million. Peerless received a 40% tax abatement from the City of Denton for the new facility. Peter Burledge, Chief Executive Officer, indicated that they plan on significantly increasing their 126 positions in the next year and their site plans have the capacity for duplicating the existing plant in the near future. • Labinal, Inc., part of the Safran Group, is a world leader in electrical wiring harness and integration systems for the aviation, aerospace and defense markets. In August 2012, Labinal relocated its North American Wiring and Services Division headquarters to the former Russell Newman facility in Denton, employing over 750. The company received a 50 %, three -year tax rebate on increased valuation of at least $5 million at the Denton facility. Mayday Manufacturing/Tailwind Technologies manufactures precision bushings, sleeves, pins, and other machine parts used in the aerospace industry. Mayday subsidiary, High Tech Metal Refinishing is collocated with Mayday and provides metal finishing processes for Mayday products and for additional customers. Solid growth plans support the doubling of Mayday Manufacturing's revenues by 2016 and necessitated the expansion of their facilities to accommodate this growth. The company purchased an 80,000 square foot facility in 2012 and held a groundbreaking at the new site location in February 2013 that included a 15,000 square foot expansion. The company will move from leased space in Denton into the new facility by fall 2014. Tetra Pak Materials LP has been in Denton for twenty-nine years. The company manufactures, processes, packages and distributes liquid food packaging internationally. The aseptic packaging process removes air and bacteria, which allows for a product shelf life of more than six months. In 2000, the company added the Americas Global Information Management hub, a pilot research and development center and relocated the U.S. Technical Service Center. In October 2013, the company received a four -year 65% tax abatement for expanding their facility and relocating their corporate headquarter operations from Chicago to Denton. The current facility comprises approximately 220,000 square feet. The increase in real and business personal property valuation of the project expansion is estimated at $10.7 million. Tetra Pak Materials expects to create a total of thirty new jobs with this expansion. • Heart Hospital Baylor Denton purchased the 60,000 square foot North Texas Hospital in 2013. An $8.2 million facility alteration is underway that will add an 8,600 square foot medical/surgical patient wing and expand the facility from 16 to 22 beds. The Heart Hospital Baylor Denton is the first "sister" facility to the Dallas-Fort Worth area's renowned Heart Hospital Baylor Plano; presently performing more intricate, surgical heart procedures than any facility in north Texas. The Denton facility opened in early 2014. • Greenpoint Aerospace, Inc., a division of Greenpoint Technologies' Boeing Business Jet Completion Center, acquired Jet Works Air Center located at Denton Enterprise Airport. Jet Works' 75 employees provide aviation corporate and VIP maintenance and repair services at a 109,000 square foot facility. The Greenpoint purchase will result in a 50,000+ square foot expansion to the Jet Works facility and an additional 75 -100 employees by summer 2014. A -1 DEVELOPMENTATDENTONENTERPRIsEAIRPORT (DTO) The Airport has added over $32 million of public infrastructure improvements since 2004 which is paid -for through grants and local matching funds, including an air traffic control tower, lengthened runway, two miles of taxiway and over four acres of ramp area. Private enterprise has continued to invest in new hangar space, aviation business facilities and based aircraft. The City added 146 acres of property to the Airport by negotiated purchase for the planned addition of a second runway to be funded through a matching grant. The Airport is ranked by the Federal Aviation Administration as the third busiest general aviation airport in the United States, with 161,204 operations (takeoffs and landings) recorded in 2014. The 7,000 foot runway and air traffic control enhanced with radar display has allowed business aviation to flourish at DTO. The Airport control tower operates from 6:00 AM to 10:00 PM seven (7) days each week. Private aircraft and corporate jet traffic operate in uncongested, Class D airspace accommodating personal, business and flight training activity. Private industry growth at DTO produced over $25 million of new investment in hangars and business space since 2009. DTO has continued to operate successfully under the City Council approved 2010 Business Plan. Preliminary engineering design for a second runway at DTO has been completed with construction anticipated to begin in 2016. An update of the Airport Master Development Plan completed in 2015 identifies over $22 million of new public infrastructure for the Airport which will be developed over the next three years with grant funding requested from the Federal Aviation Administration. Both public and private development is continuing to move the Airport toward operating as a financially sustainable aviation enterprise through marketing and economic development incentives to attract new aviation industry. RETAIL NEws Rayzor Ranch, a 400 acre mixed use development, has seen continued growth. The Marketplace completed over 600,000 square feet of retail and commercial space. Sam's and Wal -Mart anchor the Marketplace with 137,381 and 189,929 square feet, respectively. Sam's is valued at $12.2 million and Wal -Mart at $15.4 million. The 30,000 square foot strip center is home to 21 retail and restaurant tenants. Some of the new stores in the development include: Kohl's, Famous Footwear, Five Below, Jo -Ann's Fabric, Petco, and Panera Bread. Additional retailers under construction, which will open in 2014, include: Ross Dress for Less, Boot Barn, Style for Less, Academy Sports, Colorful Hearing and Salons by JC. Preliminary plats for the 600,000 square foot Rayzor Ranch Town Center have been submitted and anchors for the south side of the development are expected to be in operation by 2015. Golden Triangle Mall was purchased by the MG Herring Group and the Weitzman Group in 2011. The partnership is making major renovations to the mall to include: the addition of restaurants and stores, improving the building fayade, creating a food court, and improving the parking lot and landscaping. The first phase of the renovations was completed in late 2012 and includes: the installation of energy efficient lighting, a new Center Court, Wi -fl, interior landscaping and updated finishes. Exterior entrance updates, a new food court, pylon sign and wayflnding have been constructed as part of the second phase of the redevelopment. New tenants that have opened include: Buckle, Body Central, Charlene Russe, Tobu Asian Eatery, Italia Express, Great American Cookie and Smoothie Paradise. Investment in renovations currently totals approximately $40 million with a total expected investment of $65 million by 2015. • Over 437,111 square feet of miscellaneous commercial and retail permits were issued, of which fourteen were new retail stores and two new restaurants. These figures exclude alterations. HEALTHCARE IN DENTON • The medical sector continues to grow in Denton with an additional 21,800 square feet of doctors' offices and senior care facilities. OTHER DEVELOPMENTS • Downtown Denton continued to experience growth during the past year with 5,500 square feet of new retail construction and 88,106 square feet of new living space constructed. Downtown welcomed the following new businesses: Gerhard's German Restaurant, The Musician's Hub, Rust and Stuff, GSATi, Oxide Fine Art and Florist Gallery, Pan Ector Industries, Serendipity on the Square, Seven Mile Cafe, Annie Girl Boutique, Authentic Yoga Life, Barefoot Apparel, Viet Bites, The Boyd Girl, Alex and Afton, with several more retail/restaurant sites expected to be completed by Spring of 2014. A -2 INDUSTRY AND BUSINESS Major Employers Source: City of Denton and Denton Chamber of Commerce Economic Development Offices. A -3 Approximate Number of Employer Description Employees University of North Texas Higher Education 8,738 Denton Independent School District Education 3,800 Peterbilt Motors - HQ and Plant Diesel Trucks 2,100 Denton State Supported Living Center Mental Healthcare 1,700 Texas Woman's University Higher Education 1,672 Denton County Government 1,581 City of Denton Goverment 1,300 FEMA Regional HQ & Call Center 1,100 Texas Health Presbyterian Hospital /Healthcare 1,076 Denton Regional Medical Center Hospital /Healthcare 950 LabinaFSafran- HQ & Plant Aircraft wiring harness manufacturer 727 Flowers Baking Company Bakery 480 Anderson Merchandisers Distribution 450 Jostens -Plant Class Ring Manufacturer 450 Sally Beauty hnternational Headquarters Beauty Supply Distributor 450 Thernadyne/Victor Equipment/Tweco Welding Equipment 450 University Behavioral Health of Denton Hospital /Healthcare 310 James Wood Auto Park Car /Truck Sales /Service 251 Mayday Manufacturing/Tailwind Tech Aerospace Machined Parts 250 CBS Mechanical Mechanical Contractor 220 Fastenal Distribution Center hndustrial and construction supplies 208 hntegrated Alliance LP Call Center 200 Morrison Milling Flour Grain Mill 200 United Copper hndustries Copper Wire 196 Acme Brick Brick Manufacturing 185 Bayport Pipeline Pipeline Contractor 180 U.S. Aviation Group Flight hnstruction 180 Air Ride Transport/Titus Transportation Transportation Service 175 Keller Williams Real Estate 170 Active USA Automotive Transporter 166 Daybreak Venture, LLC Nursing Home Administration 165 Odyssey Aerospace Jet Interior Manufacturing 165 Target Distribution Center Perishable and frozen foods 160 Aldi Distribution Center Food retailer 150 Tetra Pack -U.S. HQ & Plant Aseptic Packaging 150 Miller of Denton Beverage Distributor 140 Vintage Retirement Community Retirement/Rehabilitation 140 Denton Rehab. and Nursing Center Retirement/Rehabilitation 135 Wells Fargo Financial hnstitution 134 Maylnill Hospital Hospital /Healthcare 130 Denton Good Samaritan Village Retirement Center 125 Jim McNatt Toyota -Dodge Vehicle Sales /Service 125 DATCU Financial hnstitution 120 Baxter Healthcare Plasma Services 115 Senior Care & Rehabilitation Center Retirement/Rehabilitation 110 Ben E. Keith Beers Distributor 108 Hulcher Services Railroad Emergency Response 105 Good Samaritan Lake Forest Village Retirement Center 103 The Heart Hospital Baylor Denton Hospital /Healthcare 101 Denton Record Chronicle Newspaper /Publisher 100 Source: City of Denton and Denton Chamber of Commerce Economic Development Offices. A -3 Denton is proud to be home to nearly 59 companies and institutions that employ 100 or more people, several of them representing corporate, regional and international headquarters. Well over 100 companies that produce, manufacture, and distribute goods all over the world call Denton home. More than 4,500 companies choose to do business in Denton. With small, medium, and large businesses operating in a variety of industries, diversity is strength in Denton. Statistics show most of these workers are skilled and receive their training right here in Denton. ECONOMIC AND POPULATION GAINS ... Historical population totals from U.S. Census depict Denton's consistent population increases commensurate with Denton's steady economic growth. 1940 Census— 11,192 1950 Census — 21,345 1960 Census— 26,844 1970 Census — 39,874 1980 Census — 49,079 1990 Census — 66,270 2000 Census — 80,537 2010 Census — 113,383 Estimated 2015 Population is 120,345 (1) (1) City of Denton Population Estimate. The City's ascension toward a top economic position in Texas is attributable to the steady influence of governmental activity that includes the annual expansion of the two state - supported universities, and due to several desirable environmental factors. Denton is located in a rich agricultural, oil and gas production region; is part of the Dallas /Fort Worth Metroplex; has proximity to three of Texas' largest reservoirs (Lake Texoma is only 40 miles from Denton); a mild climate; and the influential aspects of social, cultural and educational advantages have prompted professional workers to select Denton as their residence. ECONOMIC RANKING ... The following data were taken from the U.S. Census Bureau's 2012 American Community Survey. % of Population Whose Age is: 786 0 -19 29.3% 20 -34 31.7% 35 -54 22.1% 55 -64 7.9% 65 and over 9.0% Number of Households 45,121 City of Denton Median Household Income 47,367 City of Denton Household Income $200,000+ 786 $100,000 - $199,999 5,318 $50,000- $99,999 13,582 $35,000- $49,999 7,153 $25,000- 34,999 3,845 Less than or equal to $24,999 11,424 City of Denton Population by Occupation Agriculture, forestry, fishing and hunting, and mining 0.6% Construction 4.0% Manufacturing 8.0% Wholesale Trade 0.9% Retail trade 15.2% Transportation, warehousing, and utilities 4.6% Information 1.2% Finance and insurance, real estate rental and leasing 4.7% Professional, scientific, and management, and administrative and waste management services 8.9% Educational Services, and health care and social assistance 31.6% Arts, entertainment, and recreation, and accommodation, and food services 13.8% Other services, except public administration 3.0% Public Administration 3.4% Source: U. S. Census Bureau, 2012 American Community Survey, 1 year estimate. A -4 EMPLOYMENT/LABOR FORCE ... According to the Texas Workforce Commission, the February 2015 available workforce in Denton is 64,529. EDUCATION ... Denton is home to the University of North Texas, founded in 1890, and Texas Woman's University, founded in 1901. North Central Texas College, established in 1924, built an extension campus just outside Denton's extraterritorial jurisdiction (ET.1) in adjacent cities, Corinth and Flower Mound. The two universities and community college have a combined enrollment of more than 56,400 students and total employment of approximately 9,600 total employees. With an enrollment of over 36,221, the University of North Texas exceeds the combined enrollment of Southern Methodist University in Dallas, Texas Christian University in Fort Worth and Rice University in Houston. Texas Woman's University has an approximate enrollment of 12,422 in Denton with an additional 2,709 students attending in Dallas and Houston. The University of North Texas (UNT) campus comprises a land area of more than 875 acres that includes Discovery Park, UNT's 285 -acre research park. The University is among the nation's 30 largest public universities and offers 98 bachelor's, 82 master's and 34 doctoral degree programs; many nationally recognized. UNT maintains a low 23:1 student - faculty ratio more prevalent among private rather than public institutions. Named one of America's 100 Best College Buys for 14 consecutive years, UNT is additionally listed as a "Best in the West" college by The Princeton Review. Texas Woman's University (TWU), a major state - supported teaching and research institution, it's the nation's largest public university attended primarily by women, who comprise 90% of attending students. Through its seven schools and colleges, TWU offers 61 programs leading to a Bachelor's degree, 64 Master's degree fields, and Doctoral degrees in 23 specialization areas. TWU experienced a 2 percent growth in enrollment from 2012 to 2013 and was ranked among the nation's top 10 universities with the most diverse student populations by U.S. News and World Report in 2013. TWU's graduate programs in occupational therapy and physical therapy have ranked among the nation's 27 best by U.S. News and World Reports Best Graduate Schools for 6 consecutive years. College Measures ranked TWU second highest among Texas public universities in median first -year earnings of its bachelor's degree students and the university continues to be among the nation's leading providers of nurses and healthcare professionals. North Central Texas College (NCTC), established in 1924, offers Associate Degrees in a number of fields and core college requirements for students transferring to UNT and TWU to complete their Bachelor's degrees. The student population of NCTC's campuses in the adjacent cities of Corinth and Flower Mound is over 7,800. The administration anticipates the student population to increase to 12,000 in the next few years. NCTC serves the citizens of Denton with quality education by offering a broad scope of educational choices and offers the local business community educational options as well. The competitive need to keep employees current with modem technology and methodology is easier due to NCTC's customized training which teaches curriculum developed closely with business management to ensure individual company needs are met. In 2007 the college collaborated with regional gas drilling production companies experiencing a critical shortage in trained professionals to develop and launch NCTC's newest Associates Degree program in Gas Energy Production Management. NCTC partnered with General Electric in 2012 to provide skilled manufacturing welders for GE's new North American Locomotive Production facility south of Denton. Denton Independent School District (DISD) encompasses almost 180 square miles and continues to be one of north Texas' fastest- growing school districts. Over 25,588 students enrolled for the 2011 -2012 school year in the district's 36 schools that include 21 elementary schools (grades K -5), seven middle schools (6 -8), three high schools (9 -12), one advanced technology complex (11 -12), two early childhood centers, and two alternative schools. The past 10 years, the district has passed four bond packages totaling more than $939 million. Community support of the district is evident in the passage of these bond packages by 60 -80 percent passage rate. The district opened its Ili middle school that incorporates new "Green" technologies. The district's "student centered" approach supports strong individualized instruction and smaller school size. DISD offers classes at each school for students who experience learning disabilities or handicaps. Counselors, speech and language specialists, psychologists and reading and diagnostic consultants are available for all grade levels. DISD offers a number of advanced placement credit classes and dual high school /college credit classes and its students routinely place among top recipients in state and national academic, fine arts, career technology, and athletic competitive events. The District's LaGrone Advanced Technology Complex offers state -of the -art facilities and training in nine advanced disciplines and serves as a model for the region and surrounding states. Denton State Supported Living Center (formerly Denton State School) is one of the country's most modem and progressive educational institutions for mentally - disabled Texas residents. This state - supported facility is located on a 200 -acre site paid for by Denton citizens. Present facilities include residences that accommodate over 500 residents, more than 20 buildings for physically handicapped individuals, and a 32 bed acute hospital with supporting facilities such as X -ray, laboratory, dental, and pharmaceutical. Additional buildings include a modem administration building, an academic building, laundry facility, chapel, maintenance shop and a warehouse. The school has a staff of 1,700 with an annual budget of over $86M. Denton Universities Expand ... Texas Woman's University (TWU) student enrollment at the University's home campus in Denton increased 80% from 2000 -2013 to 12,422. Fully 48% of students are enrolled in graduate programs. Similar growth at the University's Dallas and Houston satellite nursing campuses necessitated recent construction projects. A $40M TWU Institute of Health Sciences - Houston facility opened in August 2006 and a $56M TWU T. Boone Pickens Institute of Health Sciences- A -5 Dallas facility opened in February 2011. The University leads as a provider of critically needed health care professionals, boasting the state's largest undergraduate and graduate nursing programs. TWU is proud of its diversity; minority students comprise 50% of students. TWU is one of only 6 regional SPENCER (Science Education for New Civic Engagements and Responsibilities) Centers in the country. SPENCER is a comprehensive faculty development and science education project funded by the National Science Foundation. University of North Texas (UNT) ... Among the nation's top 50 schools for Hispanic and African American students, UNT has the largest residential campus in the North Texas Region and is the largest provider of online credit courses among Texas public universities. UNT's Discovery Park, a 285 -acre, 553,000 square foot facility is home to UNT's Engineering School and Center for Advanced Research and Technology (CART), one of the nation's premier materials science and engineering research facilities. CART provides researchers with a unique grouping of microscopes for nanotechnology research within several of the university's 15 research cluster areas, and for other critical advancement fields UNT's College of Engineering offers undergraduate and graduate programs in electrical engineering, materials science, computer science, engineering technology, and mechanical and energy engineering. A new $33.2M Life Sciences Building featuring open research laboratories that promote collaborative and interdisciplinary research was completed in 2010. The university's $60 million Gold LEED Certified Business Leadership Complex, focused on global economic and business disciplines, and $78M, Platinum LEED Certified, 30,000 seat stadium both completed in 2011. In summer 2013, the university began construction on a new LEED Certified $130 million Union with an opening date of June 2015. The facility will be built on a sustainable site and will utilize natural light and energy, renewable materials, resources and building efficiencies. UNT has estimated an enrollment growth to 43,315 students by 2020 and will construct an additional on- campus 500 -bed freshman student residential housing facility to open fall 2015. AGRICULTURE ... Northwestern Denton County is one of the more diversified agricultural areas in Texas. With soil types ranging from rich black to sandy loam, and good, soft artesian water, it is ideal for diversified farming and livestock. Principal crops are corn, wheat, oats, hay, grain sorghums and peanuts. Beef cattle, sheep, chickens and turkeys contribute a substantial and steady income annually to the farmers and ranchers of the County. A very significant concentration of valuable world champion horse farms east of the City's corporate boundaries provide a prosperous economic resource for the area. Products significant to the economy are horses, beef, eggs, wheat, grain sorghums, hay, and nursery crops. TRANSPORTATION ... Denton is located at the convergence of Interstate 35 East and Interstate 35 West on the north end of the Dallas /Fort Worth Metroplex, approximately 35 miles from the central business districts of both Dallas and Fort Worth. This location along the NAFTA super highway provides great access to points north and south, which has led to a number of distribution warehouse facilities choosing to locate in Denton. Additionally, Denton is located only 20 miles north of Dallas - Fort Worth International Airport (DEW), and both Dallas' Love Field Airport and Fort Worth's Meacham International Airport are in close proximity to Denton. Alliance Airport, located less than 15 miles southwest of Denton on Interstate 35 West provides access to a unique industrial airport and multimodal industrial park. Together, Alliance's access to highway, rail and air transportation offers an excellent opportunity for future industrial growth. The Texas Department of Transportation (TxDOT) entered into a development agreement with AGE Constructors in October 2013 to add additional general purpose lanes and managed toll lanes to a 28 mile corridor of Interstate 35 East from Interstate 635 in Dallas County to U.S. Highway 380 in Denton. Construction on the $1.4 billion project will begin in November 2013 and is scheduled to be completed by the first quarter of 2017. State and regional transportation officials expect the additional capacity will enhance mobility in the region, promote the regional economy by improving access to markets and improve air quality. Denton County Transportation Authority (DCTA) implemented regional passenger rail service in June 2011 between Carrollton and Denton, connecting Denton County passengers with the Dallas Area Rapid Transit (DART) service area via the Northwest Corridor Green Line. This connection also provides a link to Fort Worth through the Trinity Rail Express. In the summer of 2010, the Denton City Council approved the Denton Downtown Implementation Plan, which included zoning and development standards that, along with the implementation of commuter rail service has encouraged transit oriented development in the vicinity of the new rail station enhancing the vibrant music, cultural and retail landscape of Denton's downtown. DCTA has expanded the level of rail service they provide each year and provided more than 300,000 rides in 2013. The Kansas City Southern Railroad and the Union Pacific Railroad provide daily service to Denton. Full switching is available, providing direct access to all major markets across the nation. Greyhound /Trailways serves Denton through Dallas and Oklahoma City. Motor freight in Denton is included in the Dallas /Fort Worth commercial trade zone and is served by major freight carriers. BANKING ... There are 26 banks in Denton: Access First Capital; Bank of America; JPMorgan Chase; BBUA Compass Bank; Wells Fargo Bank; First Convenience; First State Bank; Provident Bank; Point Bank; First National Bank; Marqbank; Meridian Bank; State Bank and Trust; Inwood National Bank; Synergy; Northstar Bank; Washington Federal Savings; Towne Center Bank; DATCU Credit Union; Affiliated Bank; First United Bank & Trust; Legends Bank; Members' Choice Federal Credit Union; Pegasus Credit Union; State Farm Bank; and First United Bank with Denton's first "Banco" branch specializing in serving Denton's Hispanic community. A -6 GROWTH INDICES City State Fiscal Building Values (millions) (i) Water Sewer Electric Unemployment Unemployment Year Commercial Residential Total Customers Customers Customers Rates (2) Rate s(2) 2010 $ 82 $ 82 $ 164 30,889 29,105 45,174 6.30% 8.15% 2011 204 62 266 31,222 29,520 46,241 5.70% 7.75% 2012 143 70 213 31,372 29,772 47,563 5.43% 6.72% 2013 91 121 212 31,837 30,103 49,264 5.04% 6.20% 2014 0 32,405 30,562 50,121 4.14% 5.06% (1) New Construction Only, Includes Multi - Family as Commercial and Duplexes as Residential (2) Source: Texas Workforce Commission. MEDICAL, ... Denton continued to strengthen its reputation as a regional medical destination serving north Texas and southern Oklahoma. The Heart Hospital Baylor Plano, the nation's No. 1 Cardiovascular Specialty Hospital based on cardiac surgery volume selected Denton for its only sister facility site, The Heart Hospital Baylor Denton. The hospital purchased Denton's North Texas Hospital in May 2013 and began a $20M million renovation that will add an additional 8,580 square feet of specialized surgical and recovery space to the existing 60,000 square foot facility. When completed in May 2014, The Heart Hospital Baylor Denton will become the areas only full- service hospital dedicated solely to heart and vascular health care and will include a comprehensive on -site Cardiovascular Research Institute. Denton Regional Medical Center is a 208 -bed full service hospital that serves the growing population of Denton, Wise, Cooke, and Montague Counties. The hospital offers a full- spectrum of healthcare including advanced open -heart surgery and neurosurgery programs, and is an accredited Chest Pain Center and Level III Trauma Center, ensuring expedient care to trauma patients in Denton and other North Texas communities. Since 2005, the hospital has opened a new $7 million, 13,500 square - foot day surgery center and a new hospital floor housing a 29 -bed, $19M progressive care unit. Denton Regional's Center for Cancer and Blood Disorders, a comprehensive cancer diagnostic and treatment center integrating education, nutrition, and rehabilitation services opened in 2008. In 2011, the hospital implemented its Institute for Advanced Surgery & Technology, utilizing the latest surgical technology including the da Vinci Robotic Surgery System and minimally invasive techniques. Texas Health Presbyterian Hospital of Denton (formerly Denton Community Hospital) celebrated the grand opening of its 272,538 square -foot, 255 -bed acute care, full service hospital and an 80,000 square -foot medical office building in 2005. The hospital expanded its Women's Center services in 2006 with the opening of a Level III Neonatal Intensive Care Unit serving Denton and its surrounding communities. The hospital was the first facility in Denton County to earn The Joint Commission's certification as a Primary Stroke Center in 2011. An 18 -bed Dedicated Pediatric Unit was opened in the hospital's existing facilities in 2013. Other recent new specialty hospitals include 44,000 square foot, $20 million Select Medical Rehabilitation Hospital, modeled after the renowned Kessler Institute for Rehabilitation that opened in 2008 and Integrity Transitional Hospital, a 38,500 square foot, $16 million dollar long -term acute care hospital that opened in 2007. Mayhill Hospital, a 40,000 square -foot private hospital specializing in adult and senior population behavioral care and one of the nation's only facilities to provide the top -rated Schick - Shadel substance abuse treatment opened in 2005. RECREATION ... Lake Ray Roberts, located approximately 8 miles northeast of the City's corporate boundary on the Elm Fork of the Trinity River, is a major water conservation and flood control facility of more than 799,600 acre -feet of storage that allows for an abundance of parks and other water and outdoor related recreational facilities. The nine mile Greenbelt Hike /Bike /Equestrian Trail, located between Lake Ray Roberts and Lake Lewisville, is a cooperative project made possible by the Army Corps of Engineers and the Cities of Denton and Dallas. Nearby Lake Lewisville, one of North Texas' largest lakes is one of Texas' most popular recreation areas. Lake Lewisville has a shoreline of 183 miles located entirely in Denton County. Lake Lewisville attracts over 3,000,000 visitors to its shores annually. The upper reaches of the lake are only about 3 miles east of the Denton city limits, while the dam is 15 miles from downtown Denton. Grapevine Lake, another large body of water created by the U.S. Army Corps of Engineers, is located in Denton and Tarrant Counties. The dam is 23 miles from Denton. Parks and recreational areas abound on the shores of Lake Ray Roberts, Lake Lewisville, and Grapevine Lake. Boating fishing, hunting, swimming and all water sports are the favorite recreational pastimes, which, because of this area's favorable climate, are in use the year round. The City of Denton Parks and Recreation Department and the Denton Independent School District have created a partnership to produce a signature water recreation attraction. The $12.16 million Waterworks Park opened in 2003 and features four water slides, a children's play pool, a 600 ft. long continuous flow tubing river, outdoor amphitheater, pavilions, a sand volleyball court and two indoor pools. The Hula Loop slide was recently added to the Water Park and an ultra violet light sanitizing system has been added to all of the outdoor pools. Other recently completed capital improvement projects include the renovation and expansion of the Senior Center, the addition of new pedestrian trails at Denia Park and Unicorn Lake, the construction of Briercliff Park, Specialist Earnest W. Dallas, Jr. Veterans Memorial Park and Wheeler Ridge Park, improvements to the courtyard at City Hall and to the playground at Quakertown Park and a complete reconstruction of Owsley Park. The renovation of the golf driving range in North Lakes Park is underway and will be completed soon. Property was recently purchased to expand both Carl Young, Sr. Park, E. J. Milam Park and 26 acres on the north side of North Lakes Park that will be used to construct four new adult soccer /rugby fields. The Parks and Recreation Department is also looking to the future with the purchase of a 196 acre park site that will eventually become the home of athletic fields, walking trails, and a large multi - generational recreation and fitness center. A -7 APPENDIX B EXCERPTS FROM THE CITY OF DENTON, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the Year Ended September 30, 2014 The information contained in this Appendix consists of excerpts from the City of Denton, Texas Comprehensive Annual Financial Report for the Year Ended September 30, 2014, and is not intended to be a complete statement of the City's financial condition. Reference is made to the complete Report for further information. APPENDIX C FORMS OF BOND COUNSEL'S OPMONS Exhibit 2 ORDINANCE NO. 2015- AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF UP TO $49,120,000 IN PRINCIPAL AMOUNT OF "CITY OF DENTON GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2015"; AUTHORIZING THE ISSUANCE OF THE BONDS; DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID BONDS; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. THE STATE OF TEXAS COUNTY OF DENTON CITY OF DENTON WHEREAS, by virtue of elections held within the City of Denton, Texas (the "Issuer") on November 4, 2014 and November 6, 2012, this City Council became authorized to issue, sell and deliver the general obligation bonds of the Issuer, of which there are authorized to be issued by this Ordinance, and will remain authorized but unissued hereafter, as described in Schedule I attached hereto and incorporated herein; WHEREAS, this City Council finds and determines that it is necessary and proper to order the issuance, sale and delivery of such voted bonds; WHEREAS, the City has previously issued, and there are presently outstanding general obligation bonds and certificates of obligation which are secured by the full faith and credit of the Issuer and a pledge by the Issuer to levy ad valorem taxes sufficient to pay principal of and interest on the bonds and certificates of obligation as they become due and a pledge of surplus revenues to further secure the certificates of obligation; WHEREAS, the Issuer now desires to refund all or part of the outstanding general obligation bonds and certificates of obligation described in Schedule II attached hereto and incorporated herein (collectively, the "Eligible Refunded Obligations"), and those Eligible Refunded Obligations designated by the Pricing Officer in the Pricing Certificate, each as defined below, to be refunded are herein referred to as the "Refunded Obligations"; WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207") authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, together with any other available funds or resources, directly with a paying agent for the Refunded Obligations or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded Obligations, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust company or commercial bank with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or commercial bank may agree; WHEREAS, the City Council hereby finds and declares a public purpose and it is in the best interests of the Issuer to refund the Refunded Obligations in order to achieve a debt service savings, with such savings, among other information and terms to be included in a pricing certificate (the "Pricing Certificate") to be executed by the Pricing Officer (hereinafter designated), all in accordance with the provisions of Section 1207,007, Texas Government Code; WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; WHEREAS, the Issuer is an "issuer" within the meaning of Section 1371.001(4)(P), Texas Government Code, having (i) a principal amount of at least $100 million in outstanding long-term indebtedness, in long-term indebtedness proposed to be issued, or in a combination of outstanding or proposed long-term indebtedness and (ii) some amount of long-term indebtedness outstanding or proposed to be issued that is rated in one of the four highest rating categories for long-term debt instruments by a nationally recognized rating agency for municipal securities, without regard to the effect of any credit agreement or other form of credit enhancement entered into in connection with the obligation; WTIEREAS, the bonds hereinafter authorized to be issued were voted and are to be issued, sold and delivered pursuant to the general laws of the State of Texas, including Texas Government Code Chapters 1207,1331 and 1371, as amended, and the Issuer's Home Rule Charter; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Texas Government Code Chapter 551; Now, Therefore THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. (b) The term "Bonds" as used in this Ordinance shall mean and include collectively the bond initially issued and delivered pursuant to this Ordinance (the "Initial Bond") and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. (c) The Bonds of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the maximum aggregate principal amount of $49,120,000 (i) up to $26,270,000 for the public purpose of refunding the Refunded Obligations, (ii) for the purpose of the acquisition of property and making improvements for public purposes in said Issuer, to wit: (A) $13,140,000 for street improvements and (B) $2,880,000 for public safety facilities for police and fire departments, (C) $4,655,000 for stormwater drainage and flood control improvements, and (D) $2,175,000 for park system improvements, all in accordance with and subject to the election propositions authorizing such bonds (the "Improvement Projects"), and (iii) to pay the costs associated with the issuance of the Bonds (collectively, the "Projects"). 2 (d) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF DENTON GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2015," and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, payable to the respective registered owners thereof (with the Initial Bond being made payable to the Purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said Bonds or any portion or portions thereof (in each case, the "Registered Owner"). The Bonds shall be in the respective principal amounts, shall be numbered, shall mature and be payable on the date or dates in each of the years and in the principal amounts, and shall bear interest to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the Pricing Certificate. Section 2. DELEGATION TO PRICING OFFICER. (a) As authorized by Sections 1207.007 and 1371.053, Texas Government Code, as amended, the City Manager or an Assistant City Manager (the "Pricing Officer") is hereby authorized to act on behalf of the Issuer in selling and delivering the Bonds, determining which of the Eligible Refunded Obligations shall be refunded and carrying out the other procedures specified in this Ordinance, including, determining the date of sale of the Bonds, the date of the Bonds, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the rate of interest to be borne by each such maturity, the interest payment and record dates, the price and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Obligations, including without limitation establishing the redemption date for and effecting the redemption of the Refunded Obligations and obtaining municipal bond insurance for all or any portion of the Bonds (including in connection therewith the execution of any commitment agreements, membership agreements in mutual insurance companies, and other similar agreements) and providing for the terms and provisions thereof applicable to the Bonds, all of which shall be specified in the Pricing Certificate; provided that: (i) the aggregate original principal amount of the Bonds shall not exceed $49,120,000, with up to $26,270,000 of such amount issued for the purposes described in Section I (c)(i) and (iii) hereof, $13,140,000 of such amount to be issued for the purposes described in Section I(c)(ii)(A) and (iii) hereof, $2,880,000 of such amount to be issued for the purposes described in Section l(c)(ii)(B) and (iii) hereof, $4,655,000 of such amount to be issued for the purposes described in Section I(c)(ii)(C) and (iii) hereof, and $2,175,000 of such amount to be issued for the purposes described in Section l(c)(ii)(D) and (iii) hereof, (ii) the maximum stated maturity of the Bonds shall not exceed February 15, 2035; (iii) the Bonds shall bear interest at a fixed rate, and the net effective interest rate on the Bonds shall not exceed 4.00%; (iv) the refunding of the Refunded Bonds must produce present value debt service savings of at least 4.00%, net of any issuer contribution; (v) the delegation made hereby shall expire if not exercised by the Pricing Officer through execution of the Pricing Certificate on or prior to October 7, 2015; and (vi) on or prior to delivery, the Bonds shall be rated by a nationally recognized rating agency for municipal securities in one of the four highest categories for long-term obligations. (b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not exceeding the amount authorized in Subsection (a) hereof, which shall be sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay costs of issuing the Bonds. The Bonds shall be sold with and subject to such terms as set forth in the Pricing Certificate. Section 3. CHARACTERISTICS OF THE BONDS. (a) Registration Transfer, Conversion and Exchange-, Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, (the "Paying Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the "Attorney General") and registered by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"). (b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as 4 provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Bonds, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, seated, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance (as modified in the Pricing Certificate). The Initial Bond is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/Registrar's Authentication Certificate, in the form set forth in the FORM OF BOND. (d) Paying Agent/Registrar for the Bonds. The Issuer covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be a single entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Authentication. Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Paying Agent/Registrar's Authentication Certificate substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required 5 that the same authorized representative of the Paying Agent/Registrar sign the Paying Agent/Registrar's Authentication Certificate on all of the Bonds. In lieu of the executed Paying Agent/Registrar's Authentication Certificate described above, the Initial Bond delivered on the closing date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (f) Book- Entry -Only System, The Bonds issued in exchange for the Initial Bond shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection (g) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar sh4lI pay all principal of and interest on the Bonds only to or upon the order of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance.. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close of business on the Record Date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. The previous execution and delivery of the Blanket Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Bonds. (g) Successor Securities .Doository, • Transfers Outside Book - Entry -Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial 6 owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. (h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations to DTC, (i) Cancellation of Initial Bond. On the closing date, the Initial Bond, representing the entire principal amount of the Bonds, payable in stated installments to the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such maturity. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC. 0) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless the prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. Section 4. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Comptroller's Registration Certificate to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance, and with the Form of Bond to be modified pursuant to, and completed with information set forth in, the Pricing Certificate. (a) [Form of Bond] 7 NO. R- UNITED STATES OF AMERICA STATE OF TEXAS CITY OF DENTON GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND SERIES 2015 Interest Rate REGISTERED OWNER: PRINCIPAL AMOUNT: Dated Date , 20 Maturity Date February 15, M., CUSIP No. rb :►► ON THE MATURITY DATE specified above, the City of Denton, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from - 2015 at the Interest Rate per annum specified above. Interest is payable on _ _, 20_ and semiannually on each and thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Bond is required to be authenticated and the date. of its authentication is later than the first Record Date (hereinafter defined I ), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying AgentiRegistrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated [ —, 2015], authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of [$ ] 0) $1 for the public purpose of refunding the Refunded Obligations, (ii) for the purpose of the acquisition of property and making improvements for public purposes in the Issuer, to wit: (a) $13,140,000 for street improvements, (b) $2,880,000 for public safety facilities for police and fire departments, (c) $4,655,000 for stormwater drainage and flood control improvements, and (d) $2,175,000 for park system improvements, all in accordance with and subject to the election propositions authorizing such bonds; and (iii) to pay the costs associated with the issuance of the Bonds. ON , 20_, or on any date thereafter, the Bonds of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. [THE BONDS scheduled to mature on in the years and ( the "Term Bonds") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Bonds, on the dates and in the respective principal amounts, set forth in the following schedule: Term Bond Maturity: February 15, 20 Z Term Bond Maturity: February 15,20_ Principal Principal Mandatory Redemption Date Amount Mandatory Redemption Date Amount February 15,20— $ February 15,20 $ February 15,20_ February 15,20_ February 15,20 — February 15,20_ February 15,20 (maturity) February 15,20 (maturity) The principal amount of Tenn Bonds of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement.] AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Bonds or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date or any prerequisite set forth in such notice of redemption. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received or such prerequisites were not met and shall rescind the redemption. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, 10 transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying AgentiRegistrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance, Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered, The Form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying AgentiRegistrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duty and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law. THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a majority in aggregate principal amount of the outstanding Bonds. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Mayor Pro-Tem) and II countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official sea] of the Issuer to be duly impressed, or placed in facsimile, on this Bond. (SEAL) (signature) City Secretary (signature) Mayor [INSERT BOND INSURANCE LEGEND, IF ANY] (b) [Form of Paying Agent/Registrar's Authentication Certificate] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: (c) [Form of Assignment] The Bank of New York Mellon Trust Company, National Association, Dallas, Texas Paying Agent/Registrar By: Authorized Representative ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee.) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: M1 Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by NOTICE: The signature above must correspond an eligible guarantor institution participating in with the name of the Registered Owner as it a securities transfer association recognized appears upon the front of this bond in every signature guarantee program. particular, without alteration or enlargement or any change whatsoever. (d) [Form of Comptroller's Registration Certificate] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) (e) [Initial Bond Insertions] (i) The Initial Bond shall be in the form set forth in paragraph (a) of this Section, except that: A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No. " shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF DENTON, TEXAS, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on February 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amounts Interest Rates (Information from Pricing Certificate to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from _, 2015 at the respective Interest Rate per annum specified above. Interest is payable on 20—, and semiannually on each and 13 thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The Initial Bond shall be numbered "T.l." Section 5. INTEREST AND SINKING FUND. (a) A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds, together with any accrued interest received upon sale of the Bonds, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures or is scheduled for redemption (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year). Said tax shall be based on the latest approval tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures or is scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by law. Notwithstanding the requirements of this Section, if Surplus Revenues or other lawfully available moneys of the Issuer are actually on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund. For purposes of this Section, "Surplus Revenues" means revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of its combined waterworks system, sanitary sewer system, and electric light and power system) that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) or contractual obligations (now or hereafter existing) which are payable from all or any part of the net revenues of the Issuer's Utility System. If Surplus Revenues are budgeted and appropriated for deposit into the Interest and Sinking Fund, the Issuer: (i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not less than 1 /12th of the annual debt service on the Bonds to be paid from Surplus Revenues until the 14 amount on deposit in the Interest and Sinking Fund equals the amount required for annual debt service on the Bonds; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of the Bonds; and (iii) shall at all times maintain and collect sufficient Utility System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining the Utility System, produce revenues in an amount not less than the debt service requirements of all outstanding Utility System revenue bonds of the Issuer and other obligations of the Issuer which are secured in whole or in part by a pledge of revenues of the Utility System and for which the Issuer is budgeting the repayment of such obligations from the revenues of the Utility System, or the Issuer shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the Interest and Sinking Fund, in conjunction with any other legally available funds except Utility System rates and charges, sufficient for the repayment of Utility System debt service requirements. (b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the Registered Owners of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business &- Commerce Code and enable a filing of a security interest in said pledge to occur. Section 6. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the Registered 15 Owners of the Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Government Obligations are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Government Obligations or the substitution of other Government Obligations upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations received by the Paying AgentiRegistrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" means any securities and obligations now or hereafter authorized by state law that are eligible to discharge obligations such as the Bonds, including (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the Registered Owner applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in 16 every case of loss, theft or destruction of a Bond, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event any such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds, In accordance with Sec. 1206.022, Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining to the Bonds pending its delivery and its investigation, examination, and approval by the Attorney General, and its registration by the Comptroller. Upon registration of the Initial Bond said Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer. (b) The obligation of the Purchaser to accept delivery of the Bonds is subject to the Purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Bonds to the Purchaser. The engagement of such firm as bond counsel to the Issuer in connection with the issuance, sale and delivery of the Bonds is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, 17 is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter. Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 14 1 (b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed or refinanced therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 14 1 (b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 14 1 (c) of the Code; (4) to refrain from taking any action that would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 14 1 (b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds, other than investment property acquired with: (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury ("Treasury Regulations"), and OR (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated As proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refimdings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Use of Proceeds. For purposes of the foregoing covenants (a)(1) and (a)(2), the Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or Pricing Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) Allocation of, and Limitation on Expenditures for the Projects. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for the construction and acquisition of the Improvement Projects on its books and records by allocating proceeds to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Improvement Projects are completed. The foregoing notwithstanding, the Issuer shall not expend proceeds of the sale of the Bonds or investment earnings thereon more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such expenditure will not adversely affect the status, for federal income tax purposes, of the Bonds or the interest thereon. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion I that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. 19 (e) Disposition of Projects. The Issuer covenants that the Projects and the projects refinanced by the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. (f) Reimbursement. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Bonds shall be sold and delivered subject to the provisions of Section I and Section 2 hereof through a negotiated sale, competitive sale or private placement and pursuant to the terms and provisions of a purchase contract or a notice of sale and official bid form (in either case, the "Purchase Agreement"), the terms and provisions of which are to be determined by the Pricing Officer in accordance with Section 2 hereof, and in which the purchaser or purchasers of the Bonds (the "Purchaser") shall be designated. The Pricing Officer is hereby authorized to execute and deliver the Purchase Agreement for and on behalf of the Issuer. The Bonds shall initially be registered in the name of the Purchaser or its designee. (b) The Issuer hereby approves the form and content of the draft preliminary official statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such preliminary official statement in the reoffering of the Bonds by the Purchaser in final form, with such changes therein or additions thereto as the Pricing Officer may deem advisable. The Pricing Officer is hereby authorized, in the name and on behalf of the Issuer, to approve, distribute, and deliver a final preliminary official statement and a final official statement relating to the Bonds to be used by the Purchaser in the marketing of the Bonds. (c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, to obtain from a municipal bond insurance company so designated in the Pricing Certificate (the "Insurer") a municipal bond insurance policy (the "Insurance Policy") in support of the Bonds. To that end, should the Pricing Officer exercise such authority and commit the Issuer to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect, the requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to effect the issuance of the Insurance Policy by the Insurer, including commitment agreements, membership agreements in mutual insurance companies and other similar agreements. (d) The Mayor and Mayor Pro Tem, the City Manager, Pricing Officer and City Secretary and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out 20 the terms and provisions of this Ordinance, the Pricing Certificate, the Bonds, the sale of the Bonds, any Purchase Agreement and the Official Statement. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 11. INTEREST EARNINGS ON BOND PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Bonds issued for the Improvement Projects shall be used along with other Bond proceeds for the Improvement Projects; provided that after completion of such purpose, if any of such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any interest earnings on Bond proceeds that are required to be rebated to the United States of America pursuant to Section 9 hereof in order to prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 12. CONSTRUCTION FUND OR ACCOUNT; INVESTMENT. (a) The proceeds of sale of the Bonds, excluding any accrued interest received from the initial purchaser of the Bonds and any other amounts to be deposited into the Interest and Sinking Fund, any amounts to be deposited into the escrow fund under the escrow agreement approved in Section 16 of this Ordinance and amounts to pay costs of issuance of the Bonds, shall be deposited in one or more construction funds or accounts for use, along with any investment earnings thereon, by the Issuer for payment of all lawful costs associated with the acquisition and construction of the Improvement Projects as hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in said funds or accounts, including investment earnings, shall be transferred to the Interest and Sinking fund. Amounts so deposited to the Interest and Sinking Fund shall be used in the manner described in Section 5 of this Ordinance. (b) The Issuer may invest proceeds of the Bonds (including investment earnings thereon) issued for Improvement Projects and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued. (c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. Section 13. COMPLIANCE WITH RULE 15c2 -12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. a (i) The Issuer shall provide annually to the MSRB, in the electronic format prescribed by the MSRB, financial information and operating data (the "Annual Operating Report") with respect to the Issuer of the general type included in the final Official Statement authorized by this Ordinance, being the information described in the Pricing Certificate. The Issuer will additionally provide financial statements of the Issuer (the "Financial Statements"), that will be (i) prepared in accordance with the accounting principles described in the Pricing Certificate or such other accounting principles as the Issuer may be required to employ from time to time pursuant to State law or regulation and shall be in substantially the form included in the final Official Statement and (ii) audited, if the Issuer commissions an audit of such Financial Statements and the audit is completed within the period during which they must be provided. The Issuer will update and provide the Annual Operating Report within six months after the end of each fiscal year and the Financial Statements within 12 months of the end of each fiscal year, in each case beginning with the fiscal year ending in and after 2015. The Issuer may provide the Financial Statements earlier, including at the time it provides its Annual Operating Report, but if the audit of such Financial Statements is not complete within 12 months after any such fiscal year end, then the Issuer shall file unaudited Financial Statements within such 12-month period and audited Financial Statements for the applicable fiscal year, when and if the audit report on such Financial Statements becomes available. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. (c) Event Notices. (i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Non-payment related defaults; 2. Modifications to rights of holders of the Bonds; 3. Bond calls; 4. Release, substitution, or sale of property securing repayment of the Bonds; 5. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; 6. Appointment of a successor or additional trustee or the change of name of a trustee. (ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of 22 the following events with respect to the Bonds, without regard to whether such event is considered material within the meaning of the federal securities laws: I . Principal and interest payment delinquencies; 2. Unscheduled draws on debt service reserves reflecting financial difficulties; 3. Unscheduled draws on credit enhancements reflecting financial difficulties; 4. Substitution of credit or liquidity providers, or their failure to perform; 5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5 7 0 1 BTEB) or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other material events affecting the tax-exempt status of the Bonds; 6. Tender offers; 7. Defeasances; 8. Rating changes; 9. Bankruptcy, insolvency, receivership or similar event of an obligated person (iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes the Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the Registered Owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. 23 (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Registered Owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially impair the interest of the Registered Owners and beneficial owners of the Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. (e) Amendment of the Rule. The provisions of this Section shall be revised by the Pricing Officer to reflect the requirements of the Rule if the Rule is amended after the adoption of this Ordinance but prior to the delivery of the Bonds so as to permit an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule. Any such revisions shall be set forth in the Pricing Certificate and are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount a majority of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be 24 deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds, (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of Bonds necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each Registered Owner of the affected Bonds a copy of the proposed amendment and ,cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of a majority in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the registration of the ownership of such Bonds on the Registration Books kept by the Paying Agent/Registrar. 25 Section 15. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or agents of the Issuer or the members of its governing body. Section 16. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS. In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Mayor or the Pricing Officer are further authorized to enter into and execute on behalf of the Issuer with the escrow agent named therein, an escrow or similar agreement, in the form and substance as shall be approved by the Pricing Officer, which agreement will provide for the payment in full of the Refunded Obligations, In 26 addition, the Mayor, Pricing Officer or other officer of the Issuer is authorized to purchase such securities, to execute such subscriptions for the purchase of the Escrowed Securities, (as defined in the agreement), if any, and to authorize such contributions to the escrow fund as provided in the agreement. Section 17. REDEMPTION OF REFUNDED OBLIGATIONS. (a) Subject to the execution and delivery of the Purchase Agreement with the Purchaser, the Issuer hereby directs that the Refunded Obligations be called for redemption on the dates and at such prices as set forth in the Pricing Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be issued the Notices of Redemption of the Refunded Obligations in substantially the form set forth in Exhibit A attached hereto, completed with information from the Pricing Certificate, to the paying agent/registrar(s) for the Refunded Obligations. (b) In addition, the paying agent/registrar(s) for the Refunded Obligations is hereby directed to provide the appropriate notices of redemption and defeasance as specified by the ordinances authorizing the issuance of the Refunded Obligations and is hereby directed to make appropriate arrangements so that the Refunded Obligations may be redeemed on their respective redemption dates. The Refunded Obligations shall be presented for redemption at the paying agent/registrar therefore, and shall not bear interest after the date fixed for redemption. (c) If the redemption of the Refunded Obligations results in the partial refunding of any maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar(s) for the Refunded Obligations to designate at random and by lot which of the Refunded Obligations will be payable from and secured solely from ad valorem taxes of the Issuer pursuant to the ordinance of the Issuer authorizing the issuance of such Refunded Obligations (the "Refunded Obligation Ordinance"). The paying agent/registrar(s) shall notify by first-class mail all registered owners of all affected obligations of such maturities that: (i) a portion of such obligations have been refunded and are secured until final maturity solely with cash and investments maintained by the escrow agent in the escrow fund, (ii) the principal amount of all affected obligations of such maturities registered in the name of such registered owner that have been refunded and are payable solely from cash and investments in the Escrow Fund and the remaining principal amount of all affected obligations of such maturities registered in the name of such registered owner, if any, have not been refunded and are payable and secured solely from ad valorem taxes of the Issuer described in the Refunded Obligation Ordinance, (iii) the registered owner is required to submit his or her Refunded Obligations to the paying agent/registrar(s), for the purposes of re-registering such registered owner's obligations and assigning new CUSIP numbers in order to distinguish the source of payment for the principal and interest on such obligations, and (iv) payment of principal of and interest on such obligations may, in some circumstances, be delayed until such obligations have been re-registered and new CUSIP numbers have been assigned as required by (iii) above. (d) The source of funds for payment of the principal of and interest on the Refunded Obligations on their respective maturity or redemption dates shall be from the funds placed in escrow with the escrow agent, pursuant to an escrow agreement approved in Section 16 of this Ordinance. Section 18. APPROPRIATION. To pay the debt service coming due on the Bonds, if any, prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount, which together with capitalized interest received from the sale of the Bonds, if any, will be sufficient to pay such debt service, and such amount shall be used for no other purpose. 27 Section 19. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. Section 20. SEVERABELITY if any section, article, paragraph, sentence, clause, phrase 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 portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. [Signature page follows] NHI PASSED, APPROVED AND EFFECTIVE this April 7, 2015. Mayor, City of Denton, Texas City Secretary, City of Denton, Texas APPROVED AS TO LEGAL FORM: C AAttorney, City of De'nt66, Texas— � 1 November 4, 2014 Election Voted Bonds Purpose Street Improvements Police and Fire Public Safety Facilities Stormwater Drainage and Flood Control Improvements Park System Improvements November 6, 2012 Election Voted Bonds Amount Amount Amount Previously Amount Purpose Authorized Issued* Amount Previously Unissued Being Remaining Authorized Issued* Balance Issued* Balance $61,710,000 $0 $61,710,000 $9,140,000 $52,570,000 $16,565,000 $0 $16,565,000 $2,880,000 $13,685,000 $8,545,000 $0 $8,545,000 $4,655,000 $3,890,000 $11,355,000 $0 $11,355,000 $2,175,000 $9,180,000 * Includes principal and premium November 6, 2012 Election Voted Bonds Amount Amount Amount Previously Unissued Being Remaining Purpose Authorized Issued* Balance Issued* Balance Street Improvements $20,400,000 $8,000,000 $12,400,000 $4,000,000 $8,400,000 * Includes principal and premium S -1 SCHEDULE II Schedule of Eligible Refunded Bonds City of Denton General Obligation Bonds, Series 2006 (1) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2022. (2) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2026. City of Denton Certificates of Obligation, Series 2006 Principal Amount Maturity Date Outstanding 2/15/2016 175,000 2/15/2017 185,000 2/15/2018 195,000 2/15/2019 200,000 2/15/2020 210,000 2/15/2021 220,000") 2/15/2022 230,00011) 2/15/2023 245,000121 2/15/2024 255,000(2) 2/15/2025 265,000(2) 2/15/2026 280,000 (2) Total $ 2,460,000 (1) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2022. (2) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2026. City of Denton Certificates of Obligation, Series 2006 Total $ 4,615,000 S -1 Principal Amount Maturity Date Outstanding 2/15/2016 450,000 2/15/2017 340,000 2/15/2018 355,000 2/15/2019 375,000 2/15/2020 385,000 2/15/2021 400,000 2/15/2022 420,000 2/15/2023 445,000 2/15/2024 465,000 2/15/2025 480,000 2/15/2026 500,000 Total $ 4,615,000 S -1 City of Denton General Obligation Bonds, Series 2007 (1) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2019. (2) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2021. (3) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2023. (4) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2025. (5) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2027. City of Denton Certificates of Obligation, Series 2007 Principal Amount Maturity Date Outstanding 2/15/2016 705.000 2/15/2017 740,000 2/15/2018 775,000'' 2/15/2019 815,000(' 2/15/2020 855,000(2) 2/15/2021 900,000127 2/15/2022 950,0003) 2/15/2023 995,0003) 2/15/2024 1,045,000(4) 2/15/2025 1,100,000(4) 2/15/2026 1,155,000(5) 2/15/2027 1,2152000(5) Total $ 11,250,000 (1) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2019. (2) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2021. (3) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2023. (4) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2025. (5) Represents a mandatory sinking fund redemption payment of a term bond maturing on 2/15/2027. City of Denton Certificates of Obligation, Series 2007 Total $ 4,490,000 A Principal Amount Maturity Date Outstanding 2/15/2016 570.000 2/15/2017 595,000 2/15/2018 270,000 2/15/2019 280,000 2/15/2020 295,000 2/15/2021 305,000 2/15/2022 320,000 2/15/2023 335,000 2/15/2024 355,000 2/15/2025 370,000 2/15/2026 390,000 2/15/2027 405,000 Total $ 4,490,000 A City of Denton Certificates of Obligation, Series 2007A Total $ 5,310,000 M Principal Amount Maturity Date Outstanding 2/15/2016 305,000 2/15/2017 315,000 2/15/2018 335,000 2/15/2019 350,000 2/15/2020 365,000 2/15/2021 385,000 2/15/2022 400,000 2/15/2023 420,000 2/15/2024 440,000 2/15/2025 465,000 2/15/2026 485,000 2/15/2027 510,000 2/15/2028 535,000 Total $ 5,310,000 M 1 *114 04 11 Notice of Redemption NOTICE IS HEREBY GIVEN that the City of Denton, Texas has called for redemption the outstanding Bonds of the City described as follows: City of Denton General Obligation Bonds, Series 2006, dated July 15, 2006, scheduled to mature on February 15, 20_ through February 15 20_, February 15, 20_ and February 15, 20_ aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after February 15, 20__); Call date: '20 redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon presentation by the owner thereof. City of Denton Certificates of Obligation, Series 2006, dated July 15, 2006, scheduled to mature on February 15, 20 through February 15 20_, aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after February 15, 20-); Call date: 20 redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon presentation by the owner thereof. City of Denton General Obligation Bonds, Series 2007, dated July 15, 2007, scheduled to mature on February 15, 20 , February 15, 20 February 15 20_, February 15, 20-, and February 15, 20_ aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after February 15, 20_); Call date: 20_; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon presentation by the owner thereof. City of Denton Certificates of Obligation, Series 2007, dated July 15, 2007, scheduled to mature on February 15, 20_ through February 15, 20_, aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after February 15, 20__); Call date: , 20_; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon presentation by the owner thereof. City of Denton Certificates of Obligation, Series 2007A, dated October 1, 2007, scheduled to mature on February 15, 20_ through February 15, 20___, aggregating $_ (and being all of the outstanding bonds of said series scheduled to mature on and after February 15, 20_-); Call date: ' 20_; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upoh presentation by the owner thereof. ME If moneys sufficient for the payment of such redemption price are held by or on behalf of the paying agent, the described Bonds shall become due and payable on the redemption date specified, and the interest thereon shall cease to accrue from and after the redemption date. In compliance with section 3406 of the Internal Revenue Code of 1986, payors making certain payments due on debt securities may be obligated to deduct and withhold 30 percent of such payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition of the withholding of tax, such payees should submit a taxpayer identification number when surrendering the bonds for redemption. NOTICE IS FURTHER GIVEN that all Bonds should be submitted to one of the following address: First Class/Registered/ Certified Mail The Bank of New York Mellon Trust Company, N.A. Global Corporate Trust P.O. Box 396 East Syracuse, New York 13057 Dated: 20 Express Delivery The Bank of New York Mellon Trust Company, N.A. Global Corporate Trust 111 Sanders Creek Parkway East Syracuse, New York 13057 Hand Delivery The Bank of New York Mellon Trust Company, N.A. Global Corporate Trust Corporate Trust Window 101 Barclay Street 1sT Floor East New York, New York 10286 By: The Bank of New York Mellon Trust Company, National Association A-2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: S14 -0008, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: April 7, 2015 SUBJECT Hold a public hearing and consider a Specific Use Permit (SUP) for a Group Home on approximately 0.391 acres of land generally located on the west side of N Elm Street near the intersection with Ferguson Street. The subject property is located within a Downtown Commercial General (DC -G) zoning district (514 -0008, Wheeler House). The Planning and Zoning Commission recommends approval (5 -1) with a condition. BACKGROUND In December 2012, a building permit application was received that requested to change the use of the former Wheeler Press building on North Elm Street to a combination of professional offices for Serve Denton, nonprofit companies, a medical clinic for Health Services of North Texas, and emergency overnight housing for homeless families with children. The overnight housing is classified as a Group Home, which requires approval of a Specific Use Permit (SUP) in the DC -G zoning district. At that time, the applicant chose to forego the Group Home component and received a permit for offices and medical clinic. The applicant is now requesting an SUP to install the Group Home component. The proposed Group Home would include four sleeping rooms, a family gathering room, kid's play area, a laundry room, three ADA- compliant bathrooms, and a dining hall to serve homeless single mothers until a permanent location can be found. This area will be located at the rear of the building and separated from the medical clinic and office spaces. A floor plan is attached which illustrates how the applicant intends to divide the space between the various uses in the building. Prior to the public hearing at the Planning and Zoning Commission, staff sent public notices to the 27 property owners within 200 feet of the site and courtesy notices to the 99 residences within five hundred (500) feet of the site. The applicant also hosted a neighborhood meeting on February 24, 2015. Possibly due to inclement weather, no one attended this meeting. The applicant resent notices to the neighborhood inviting them to meet individually to discuss any questions or concerns. As of writing this report, staff received one written response to the 200 ft. property owner notices in favor of the request. OPTIONS 1. Approved as submitted. 2. Approve subject to conditions. City of Denton Page 1 of 3 Printed on 4/2/2015 File #: S14 -0008, Version: 1 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (5 -1), subject to the following condition: 1. The Specific Use Permit shall expire if not renewed by the City Council on or before October 29, 2033, being the expiration date of the tenant's lease at the time of approval of the Specific Use Permit, or upon termination of same lease, whichever comes first. The Development Review Committee recommends approval of this request. ESTIMATED SCHEDULE OF PROJECT Not Applicable. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 11, 2015, the Planning and Zoning Commission recommended approval of the initial zoning request (5 -1), subject to conditions. FISCAL INFORMATION Not Applicable. BID INFORMATION Not Applicable. EXHIBITS 1. Planning and Zoning Commission Staff Report 2. Site Location/Aerial Map 3. Zoning Map 4. Project Narrative 5. Site Plan 6. Floor Plan 7. March 11, 2015 Planning and Zoning Commission Minutes 8. Public Notification Map 9. 200 ft. Property Owner Notice Responses 10. Draft Ordinance Respectfully submitted: Aimee Bissett City of Denton Page 2 of 3 Printed on 4/2/2015 File #: S14 -0008, Version: 1 Interim Planning and Development Director Prepared by: Michael J. Bell Associate Planner City of Denton Page 3 of 3 Printed on 4/2/2015 Exhibit 1 PLANNING AND ZONING COMMISSION STAFF REPORT S14 -0008 — WHEELER HOUSE TO: Planning and Zoning Commission DATE: March 11, 2015 CASE MANAGER: Mike Bell, (940) 349 -7705 SUBJECT: Hold a public hearing and consider making a recommendation to City Council regarding a Specific Use Permit (SUP) for a Group Home on approximately 0.391 acres of land generally located on the west side of N Elm Street near the intersection with Ferguson Street. The subject property is located within a Downtown Commercial General (DC -G) zoning district (S 14 -0008, Wheeler House). APPROVAL PROCESS: A public hearing will be held at the Planning and Zoning Commission meeting, and the recommendation of the Commission will be forwarded to the City Council for an additional public hearing and final action at the April 7, 2015 meeting. Vicinity Map: Existing Site Photo: Subject Property b q q U PANHANDLE a z Z a EGAN y SECOND w a r a U � z R SAWYER. Y a U = q O FIRS � q Z �W G FERGUSON a HANN PAULINE MARSHALL ITEM SUMMARY: In December 2012, a building permit application was received that requested to change the use of the former Wheeler Press building on North Elm Street to a combination of professional offices for Serve Denton, nonprofit companies, a medical clinic for S 14 -0008 (Wheeler House) Prepared By: Mike Bell Page 1 of 4 ",.%'1111ilmd1mb O DEN"FON City of Denton Planning and Zoning Commission March 11, 2015 Specific Use Permit Request Proj ect Number: S 14 -0008 Applicant: Allison Engineering Group Property Owner: Denton Bible Church Health Services of North Texas, and emergency overnight housing for homeless families with children. The overnight housing is classified as a Group Home, which requires approval of a Specific Use Permit (SUP) in the DC -G zoning district. At that time, the applicant chose to forego the Group Home component and received a permit for offices and medical clinic. The applicant is now requesting an SUP to install the Group Home component. The proposed Group Home would include four sleeping rooms, a family gathering room, kid's play area, a laundry room, three ADA- compliant bathrooms, and a dining hall to serve homeless families until a permanent location can be found. This area will be located at the rear of the building and separated from the medical clinic and office spaces. A floor plan is attached which illustrates how the applicant intends to divide the space between the various uses in the building. The combination of uses will require the provision of 9 parking spaces, which have been provided. CONFORMANCE TO THE COMPREHENSIVE PLAN: 0 Comprehensive Plan Goals and Objectives: The Community Vision Statement of Denton Plan 2030 states, "All generations, both natives and newcomers, are deeply rooted in the community and are actively engaged in its betterment through volunteer participation with faith - based, civic, and /or neighborhood organizations." The Community Health, Safety, and Services (CHS) Element of Denton Plan 2030 strongly encourages the "furtherance of programs and services addressing underserved and disadvantaged communities in Denton." Goal CHS -4 of Denton Plan 2030 is to "Provide a variety of community programs that meet the needs of key groups of need in Denton including youth, seniors, and the homeless." Action 8.7.5 of CHS states that the City should "work with local partners to strengthen and broaden current programs addressing the needs of Denton's homeless, in conjunction with housing policies." Impact on Infrastructure: No impacts anticipated. • Impact on Public Facilities /Services: No impacts anticipated. Compatibility with Existing and Potential Adjacent Land Uses: The subject property is located within a horizontally mixed use area north of downtown that includes a mix of single- family, multifamily, commercial, and offices. A Group Home is compatible with the mixture of uses present in this area. S 14 -0008 (Wheeler House) Prepared By: Mike Bell Page 2 of 4 ",O&IIIIIiNIMIN � DEN"FON City of Denton Planning and Zoning Commission March 11, 2015 Specific Use Permit Request Proj ect Number: S 14 -0008 Applicant: Allison Engineering Group Property Owner: Denton Bible Church Northwest: NR -3 Single- family North: DC -G Professional Services Northeast: DR -2 Professional Services West: Subject Property: East: NR -3 DC -G DC -G Single- family Professional & Medical Office Professional Services Southwest: South: Southeast: NR -3 DC -G DC -G Single- family Professional Services Professional Services Concentration of Use: Within 0.5 miles of the subject property, there have been no SUP's approved for a Group Home. STAFF ANALYSIS: An important goal of Denton Plan 2030 is to improve the quality of life for all residents of Denton, including the underserved and disadvantaged. Staff strongly supports this project due to its consistency with the goals of Denton Plan 2030. It is the ideal location for a small Group Home to serve the needs of the homeless community. STAFF RECOMMENDATION: Staff recommends approval of the SUP due to its consistency with the goals of Denton Plan 2030. PUBLIC NOTIFICATION: To comply with public hearing notice requirements, staff sent 27 public hearing notices to property owners within 200 feet of the subject property, 99 courtesy notices to physical addresses within 500 feet of the subject property, published a notice in the Denton Record Chronicle and placed signs on the property. The applicant hosted a neighborhood meeting on February 24, 2015. Possibly due to the inclement weather, no one attended this meeting. The applicant resent notices to the neighborhood inviting them to meet individually to discuss any questions or concerns. As of the writing of this staff report, no individual meetings have been scheduled. S 14 -0008 (Wheeler House) Prepared By: Mike Bell Page 3 of 4 ",.%'111mudIMIN O DEN"FON City of Denton Planning and Zoning Commission March 11, 2015 PROJECT TIMELINE: Specific Use Permit Request Proj ect Number: S 14 -0008 Applicant: Allison Engineering Group Property Owner: Denton Bible Church Subject Date Business Days under DRC Review Business Days out to Applicant Application Received December 3, 2014 - - 1 st Submittal sent to DRC Members December 5, 2014 - - Comments Released to Applicant December 18, 2014 10 - DRC Meeting with Staff January 8, 2015 - 15 2nd Submittal sent to DRC Members January 22, 2015 - 10 Comments Released to Applicant February 5, 2015 10 - Total Business Days 20 25 ATTACHMENTS: • Location/Aerial Map • Zoning Map • Public Notification Map • Project Narrative • Site Plan • Floor Plan Reviewed By: Abra Nusser, AICP Planning Supervisor S 14 -0008 (Wheeler House) Prepared By: Mike Bell Page 4 of 4 Submitted By: Ron Menguita, AICP Development Review Committee Administrator cau� I o IIIliw9IM DEN"FON s:Alegal \our documents \ordinances\1 5 \s 14- 0008.docx Exhibit 10 Draft Ordinance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING A SPECIFIC USE PERMIT FOR A GROUP HOME ON APPROXIMATELY 0.391 ACRES OF LAND GENERALLY LOCATED ON THE WEST SIDE OF NORTH ELM STREET NEAR THE INTERSECTION WITH FERGUSON STREET. THE SUBJECT PROPERTY IS LOCATED WITHIN A DOWNTOWN COMMERCIAL GENERAL (DC -G) ZONING DISTIRCT, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITV AND AN EFFECTIVE DATE (S14- 0008). WHEREAS, the Allison Engineering Group, on behalf of the property owner, Denton Bible Church ( "Applicant "), has applied for a Specific Use Permit to allow a "Group Home" on approximately 0.391 acres of land within a Downtown Commercial General (DC -G) zoning district legally described in Exhibit "A" and depicted in Exhibit "B ", attached hereto and incorporated herein by reference (hereinafter, the "Property "); and WHEREAS, after providing notice and after conducting a public hearing on March 11, 2015 as required by law, the Planning and Zoning Commission recommended approval (5 -1) of the Specific Use Permit; and WHEREAS, after providing notice and after conducting a public hearing on April 7, 2015 as required by law, the City Council finds that the Specific Use Permit is consistent with Denton Plan 2030 and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. The Specific Use Permit to allow a "Group Home" on the Property is hereby approved, subject to the following condition: The Specific Use Permit shall expire if not renewed by the City Council on or before October 29, 2033, being the expiration date of Applicant's lease at the time of approval of the Specific Use Permit, or upon termination of same, whichever occurs first. SECTION 3. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 4. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 5. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed. to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY im APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: BEING all that certain lot, tract, or parcel of land situated in the B. B. B. and C. R. R. Company Survey Abstract Number 185 in the City of Denton, Denton County, Texas, being all that certain "Tract One" and "Tract Two" of land conveyed by deed from Terrill Wheeler and wife, Wilma Wheeler to Jimmie Terrill Wheeler and wife, Jo Ann Wheeler recorded in Volume 1561, Page 997, Real Property Records, Denton County, Texas, and being all that certain tract of land conveyed by deed from Velma Brooks to Terrill Wheeler recorded in Volume 641, Page 79, Deed Records, Denton County, Texas and being more particularly described as follows: BEGINNING at an iron rod found for corner in the west line of North Elm Street, a public roadway having a right-of-way of 60.0 feet, said point being the southeast corner of that certain "Tract One" of land conveyed by deed from Georgia Caraway and Robert J. Caraway to Yolanda Calderon et al recorded in Volume 4513, Page 579, Real Property Records, Denton County, Texas; THENCE S 010 20'34" W, 99.93 feet with said west line of said North Elm Street to an "X" in concrete for corner, said point being the northeast corner of that certain tract of land conveyed by deed from Scott Apex, Ltd. to Vaughn Equities, LLC recorded under Document Number 2006-18464, Real Property Records, Denton County, Texas; THENCE N 890 00' 02" W, 120.19 feet with the north line of said Vaughn Equities tract to a 60d nail found for corner; THENCE N 880 47'44" W, 52.81 feet with said north line of said Vaughn Equities tract to an iron rod found for corner, said point being the northeast corner of that certain tract of land conveyed by deed from Catherine May Williams et al to Joey Claire Watters recorded under Document Number 2011-60535, Real Property Records, Denton County, Texas; THENCE N 040 59' 13" E, 49.56 feet to an iron rod found at corner, said point being the northwest corner of that certain tract of land conveyed by deed from Terrill Wheeler to Jimmie and Jo Ann Wheeler in Volume 1561, Page 997, recorded under Document number 2012-58201, Real Property Records, Denton County, Texas; THENCE N 020 05' 08" E, 50.44 feet to an iron rod found for corner, said point being the southwest line of said Calderon "Tract One"; THENCE S 880 56' 17" E, 169.20 feet with the south line of said Calderon "Tract One" to the PLACE OF BEGINNING and containing 0.391 acre of land. (Commonly known as 821 North Elm Street) W- =r 1,911W.11 I LOILINO FLA S14-0008 Site Locatiou/Aerial Nlap Site pow �i�uuuuuuuui���llm�llll�l�l��ll�ui� Parcels w E DE NTT N llninn�nq 11 ella.'airtl.moM - GIS Streets L---L j DENTON �il'$7�d NRMU -14 Zoning Map Him OR -2 NR3 IF W, www NOHOW �I II�IIIIIIIIIIIII ���� Streets � ❑::UI�;N'1'UN Exhibit 4 S14-0008 Project Narrative Specific Use Permit Serve Denton — Wheeler House Project Narrative I. Project Description/ Summary Serve Denton has renovated the building at 821 North Elm Street (formerly the Wheeler Press establishment) for the purpose of establishing professional services and office and "emergency housing ". The site is zoned DC -G in the front and NR -3 in the rear portion. That portion is also mostly encumbered by a FEMA Flood Hazard Area. All of the activities will occur in the area zoned DC -G which allows for Professional Services and Offices as an allowed use. The housing portion will function much like a Bed and Breakfast or a Hotel which are also permitted uses in the DC -G zoning District. Other similar uses allowed in the DC -G include: Community Homes for the Disabled, Fraternity or Sorority House, Dormitory and Group Homes with a SUP. While the allowed uses reasonably describe the proposed housing use, we also believe that the SUP for Group Homes further reinforces our commitment to provide supervision and protective care of the persons in need who will likely occupy the facility. The office and health care uses provide further assurance that supervisory persons will be on site almost daily, for most of the day and to the extent needed to provide the level of supervision and care needed. The project consists of a 4,000 square foot commercial building on 0.9 acres of land located near downtown Denton at 821 North Elm Street. The site is engulfed by a FEMA Flood Hazard Area. It was recently renovated to provide office space, modest health care facilities and emergency housing. The project involved renovation of the entire building to bring the structure up to all current building codes, and provide a safe, comfortable location for those in need of help— whether they need housing, health, or other human services. A major component of the renovation was the flood proofing of the building up to 1.5 feet above the base flood elevation. This location has the advantage of being less than one mile away from several other community agencies that include in part Interfaith Ministries, Vision Dental Clinic, Our Daily Bread, and Vision Ministries. Denton Bible Church purchased this building for $200,000 to support the establishment of Serve Denton. The building formerly housed Wheeler Press and was purchased from the original owners who built it in 1963. The interior had offices in the front third of the building, and the remaining two - thirds were one large open bay. This acquisition will help implement four strategies identified during the planning effort: 1. Provide office space at a downtown location for Serve Denton to become operational and build legitimacy. 2. Provide affordable office space for nonprofits. 3. Provide a second clinic location for Health Services of North Texas, which provides health care for the uninsured and underinsured at no cost. Page 1 of 6 4. Provide emergency housing for homeless families with children. The interior was renovated, and in the process brought up to code to include installation of a fire sprinkler system and meeting ADA requirements. In the course of the renovation, we tested for and abated all asbestos and lead -based paint. The project demolished the interior walls and included an office area for nonprofit agencies to use as well as a reception area for the health clinic in the front portion of the building. The mid portion contains the health clinic with an office, small laboratory, bathroom, and two exam rooms that meet HIPAA requirements. There is also a combined meeting and dining area opening to a serving kitchen. Appliances include a refrigerator, freezer, microwave, and dishwasher. The kitchen is used for preparing items that are served cold, heated in a microwave, or prepared in a kitchen off premises. The rear portion of the building was renovated to serve as a family shelter with four sleeping rooms for families to use until permanent housing is arranged. This space provides a place for families in crisis to get off the streets and back on their feet while staying together as a family unit. The area is safe and durable, yet still warm and comfortable. It has a children's play room, a shared multi - purpose room, three ADA compliant bathrooms with showers, and a laundry area. The rear of the building opens onto a grassy area with a pavilion and children's play area. A security system was installed for the two entrances as well as the hallway in the shelter area. This project has three components: nonprofit office space, a health clinic, and emergency shelter for families with children. It is also our desire to complete maintenance of the parking lot. The existing lot is composed of badly deteriorating asphalt pavement. We intended to replace the current pavement with new concrete pavement. II. Site History (past land development applications, platting, etc) A house built on it in the early 1940's, remained until early 1960's at which time the home was torn down and Terrell Wheeler built the existing structure in 1961. It operated as a printing company until 2008 when the business was sold to another firm. In 2012 the property was sold to Denton Bible church with the desire to redevelop the building to be office space for non profits and a shelter for families. Serve Denton signed a lease with DBC in October 2103 and then renovated the building for offices and four rooms for families to stay in subject to a SUP. The property has not been platted but is understood to be a lot(s) off record. The building was constructed before the ordinance was adopted in 1963. The city planning department agreed that we were exempted from platting and that it was agreed with Fred Greene. III. Surrounding Property Uses Immediately to the north of the property is Rizos Hair Salon. To the east across Elm Street is the Crafters Abbey and Denton Foundation Repair. To the south is an office building that is vacant and behind that building to the west is another building that is rented to a massage therapist. West is Bolivar Street. Property runs from Elm street to Bolivar Street and then to adjoining single family homes. Page 2 of 6 IV. Existing Site Conditions • Topography Refer to the attached survey drawing. The property drains from NE to SW, with heavy vegetation along west and south property lines and part of north property line. About 40% property is impermeable service and the remaining 60% is grass or vegetation. • Hydrology The site is engulfed by a FEMA Flood Hazard Area. • Existing Land Uses 4,000 sq foot commercial building and associated parking lot. • Existing Circulation (vehicle and pedestrian) Side walk along Elm Street in front of property and on back side there is not a side walk along Bolivar Street. There is one vehicle access point from Elm Street (US HIGHWAY 77) onto the property and 10 parking spots on the N side of the building, 4 on the front side of building of which 2 are for handicapped use. • Existing Open Space, Recreation and Preservation Area There is about .25 acres of open grass areas used by occupants of building for recreation. It is bounded on the west by an improved drainage channel, on the south by a tree stand, on the north side a row of newly planted Texas Red Bud trees and a vegetable garden. • Existing Infrastructure and Utilities • Potable Water There is a 6 inch City water main along Elm Street. • Wastewater There is a 6 inch City sanitary sewer main along Elm Street. • Storm water There is an improved drainage channel that cuts through the west side of the property and exits the south and continues to the southeast. The site is engulfed in a FEMA Flood Hazard Area. The building renovation included flood proofing the building up to 1.5 feet above the base flood elevation. • Solid Waste There is a solid waste container that will be enclosed located 30 ft NW of the building that is serviced by the City of Denton. • Electric Primary electric service is provided by DME. Service comes from pole in front of the building to the NE corner of the building. Page 3 of 6 V. Proposed Site Conditions o Proposed Land Uses • Proposed Topography Topography will remain the same. • Proposed Hydrology Hydrology will remain the same. The two out houses have been removed as agreed upon. The building has been flood proofed up to 1.5 feet above the BFE. • Proposed Land Uses Building to remain as a commercial property with ten parking spots and then back part of property will be provided a playground and recreation area for children who are staying within the facility. The uses will be Professional Services and Offices and Group Homes. ■ Proposed Circulation (vehicle and pedestrian) No change. o Proposed Infrastructure and Utilities • Potable Water No change. • Wastewater No change. • Storm Water No change in storm water infrastructure. Building was flood proofed to 1.5 feet above the BFE. ■ Solid Waste No change. ■ Electric Add a 7.5 KW solar array system to roof top to provide solar power to building that will connect to a rectifier to the distribution line. o Proposed Open Space, Recreation and Preservation Area The 0.25 +/- acres in the rear is being kept clean and natural as green space for the residents and break space for the office personnel. VI. Proposed mitigation measures for nuisance abatement o Address compatibility concerns regarding noise, odor, fumes, dust, lighting, sufficient landscaping and screening created by the development. The site was generally compatible in regards to building use. Renovating the building to meet current codes, including flood proofing, completing maintenance on the parking lot and occupying the building with code compliant uses should satisfy the concerns stated above. The property has been and continues to be improved by removing nuisance vegetation (e.g.: Chinese Privet) and planting Texas native plants that include Texas Red Bud, Ageratum, American Beauty Berry, Lantana, Yaupon Holly, Red Maple, and Red Oak tree. This vegetation will provide screening from other properties and improve overall Page 4 of 6 appearance of the property. No additional noise or dust or pollution expected above existing levels as a result of this project. o Address consistency with requirements of the Denton Development Code (DDC) and goals, policies and objectives of the Denton Plan. The site improvements have been renovated in accordance with the City of Denton Codes and the proposed uses are consistent with the Zoning Ordinance subject to an approved SUP. SUPPLEMENTAL PROJECT DETAIL Nonprofit Office Space: The nonprofit office space will provide 300 square feet of office space that can accommodate up to four nonprofit agencies in immediate need of offices within Denton. Currently, one desk will be for Serve Denton for a volunteer or part -time receptionist. The other two desks will be for Giving Hope staff members. This office area will be separated from the clinic reception area by a glass wall, which will provide a quiet office environment while enabling clients to remain visible. Serve Denton will provide a desktop printer /copier. Thus, in a small scale, Serve Denton will replicate what it hopes to achieve in the long term at the Denton Bible Church campus. Health Services of North Texas Satellite Clinic: The Health Services of North Texas (HSNT) is a new project that will serve the greater Denton community. This project's goal is to provide a compassionate, high - quality, patient- and family- centered healthcare home for all, regardless of ability to pay. A focus on primary preventative care will ensure under - served individuals in Denton County will have access to medical care before their health issues escalate and become larger liabilities for local hospitals. By providing medical homes to very low income individuals, HSNT can ensure follow- through for diagnosis, treatment, and education. The clinic is designed to guide clients to tailored solutions for their health needs, with special regard to their environment for at -home treatment. HSNT will assist with mental health stabilization in Denton County by offering psychotropic medication stabilization for individuals as they continue on their prescriptions in partnership with MHMR. This capability will fill a current service gap for MHMR. Due to recent budget cuts and increased case loads, organizations such as MHMR must lengthen time between client visits with certified mental health professionals. HSNT will assist clients in following through with their MHMR- initiated care plan between these visits to assess their needs as well as treat other physical ailments that can interfere with mental health care, providing comprehensive care. HSNT will connect existing ministries, which include First Refuge, Kiwanis Children's Clinic, and Project Access to licensed doctors and agencies able to assist in filling prescription medications. This network will provide a needed bridge in Denton County for residents who are connected to an organization for other needs yet still lack access to necessary medical care. All of this will take place within a one - quarter mile geographic area. This proximity to other services is important because it will improve accessibility to services by those in need, while fostering collaboration between the different agencies providing services. Page 5 of 6 The services that HSNT will provide will be comprehensive in nature because the clinic staff will be available to complete home visits for those needing in -home education or follow -up. If in -home conditions are contributing to health problems, then other organizations affiliated with the clinic through Serve Denton can correct those conditions whether they be environmentally - or accessibility - related. For example, if someone is suffering from bronchitis, and his or her home is cold due to poor insulation or a broken window, Denton Bible Church's SWEAT Team can be quickly dispatched to make those repairs or improvements at no cost to the patient. Similarly, if an elderly person is routinely falling because they have to negotiate steps to enter his or her home, SWEAT can construct a ramp to improve accessibility, thus helping to prevent a repeat injury requiring medical attention. Clients who are homeless will also be uniquely served by the clinic, as it will be connected to a shelter that can provide longer -term, stable housing. Within this shelter, meals will be provided that will focus on providing high - quality protein, fruits, and vegetables that promote a previously unavailable level of nutrition to many HSNT clients. Total wellness and prevention will be a focus of HSNT, as our volunteer staff focuses on the problems and solutions of diabetes, obesity, and cardio - vascular disease often seen in the population of our clients. Interim Family Shelter: The Interim Family Shelter (IFS) will provide a place to stay for up to four homeless families with children for up to six months. Currently, the Salvation Army does not accept families with children. Thus, these families are forced to live in their cars, cheap hotel rooms, or with friends or family members often in less than ideal situations. The IFS will provide stability as staff members work with the family to develop a long -term plan that is sustainable. In some cases, this plan will involve relocating the family to be with stable relatives elsewhere in the country. In other cases, it may involve the family moving into transitional housing operated by another non - profit agency such as Denton Affordable Housing. In either case, they will have a safe place to stay that is a warm, caring environment. The IFS will leverage the core competencies of other agencies and ministries. For example, Giving Hope, Inc will operate the facility, and be able to access Vision Ministries for volunteer support. In addition to the immediate access of Health Services of North Texas, residents will eat some meals at Our Daily Bread, less than a quarter of a mile away. Vision Ministries of Denton Bible Church will provide food from its pantry, as well as clothing and household items, as necessary, for the family to get a fresh start. A life skills program will provide voluntary instruction in budgeting skills, parenting skills, relational skills, and life skills in a small group setting. These various opportunities will be available at a frequency that meets the needs of the guests. Post - transitional family support is available in many forms and at different locations (including Bible studies, parenting classes, mentoring, counseling, and career advancement skills). Each woman will leave with the knowledge of specific resources of particular interest to her. Page 6 of 6 did NVId 3dVOS(INVl wm wwe�w�. e H SVX3I'A1NnOO NO1N30'NO1N30 AO AilO ' W W _ N iYi 3 snOH A JVIOb p p p p p p p p p p w�3iins sc -i rv�000 �$ lIW83d 3sn IVI03dS IAV 11380¢1° ❑, LU w o � m ODm r o Q 3 So oQI is w El a 3AV -Nt13 N �FFTn ° ❑ H R a F > o N no v o w a a 3AF7lloaadn N - W ffi 0 U a „ w a a woo ob ('M'0.a 09) 9 -8 9£ „§ i3BUS W-13 Hll(ON s a s � n . N w % w p 1 h_ w _ + o p j L i 9H x r�x__ -__x_ _ 3 Yz9goo s o + s< - i sss.o.z w a z J // wl T6��0 II CW a' O) -- x � I x - -x —x- x / -'�- x KI I I <I 2 � I � _ r roa p 1���IlS ab'nnoa ,K 72 T.;=�_. WBO- J;)IUO-,) J;)I;);DqAk W � - __Z_. 4 1. � - 77_77770" 85C0-EIE-bIL Ile? HDNflHJ H1919 NOINUCI 9bGNSISECI 'DNJc7in9 h. z PID -4 ----------- T_ m ul LLJ-------- Ln LLJ ------ uj uj X x < 0 ---------- LLJ LLJ r) ---------------- LLJ LLJ T --------- --- ------ ----- �2p, _U) P-,Ll l 01 z LU W U) Cf-' z 06 ---------- JI f t L 0_,L l l4 AV a ------------- nY - ----------- - LL a VP LU O-jj A —s-'s �01� kz VINEMMIZIMIMM011 K L11 cl, < ----------- ul '!9O Exhibit 7 March 11, 2015 Planning & Zoning Minutes D. Hold a public hearing and consider making a recommendation to City Council regarding a Specific Use Permit (SUP) for a Group Home on an approximately 0.391 acres of land generally located on the west side of N Elm Street near the intersection with Fer_ug son Street. The subject property is located within a Downtown Commercial General (DC -G) zoning district (S 14 -0008, Wheeler House, Mike Bell). Mauladad introduced Bell. Bell provided the location map and zoning map. In December 2012, a building permit for professional offices, nonprofit companies, a medical clinic, and emergency housing for the homeless was submitted. Emergency Housing classified as "Group Home," which required a Specific Use Permit. Bell provided a layout identifying the proposed use. He provided information from the Denton Plan 2030, which can be found in the backup materials. Staff sent out 27 public hearing notices to property owners within 200 feet of the subject site, and 99 courtesy notices to property owners within 500 feet of the subject site. At this time, staff has received two (2) returned responses in favor of this request. The Development Review Committee recommends approval of this request. Bell stated the applicant could provide more details on the daily functions. This is a Serve Denton project; it will give back to the community. Bentley referred to the layout of the building. He stated there is no access for restrooms for those attending the clinic area. He stated he is curious about the bathroom arrangements. Pat Smith, Executive Director for Serve Denton, stated there is a doorway to the clinic area at the lab. The doors at the lab and restroom are designed to be locked during day house so people cannot access the group home area. Then they would become unlocked during after hours. Bentley stated the access will be denied to the group home area. Smith confirmed. He stated they worked on that part of the project for protection. Conner requested Bell to provide the definition of Group Home. He stated if Denton Bible owns the property, what would happen with the SUP if the property is sold. Bell read the definition into the record. He stated there could be a time limit for the SUP. Chair Reece opened the Public Hearing. Lee Allison, Allison Engineering Group, 4401 I -35 4102, Denton, TX. Allison stated he has worked with Serve Denton for a number of years. This project has been in process since 2012. He stated at that time Serve Denton decided to hold off on the SUP. They have no decided to move forward with the SUP. In the meantime, Smith has been going to the neighbors to let them know the proposed plans. A neighborhood meeting was held, which no one attended. There were notices sent to property owners within 200 feet of the site. Pat Smith, 821 North Elm Street, Denton, Texas. Smith stated this is a community based nonprofit organization. They are 5016 status. The proposed use has a large need in Denton County. He provided the proposed floor plan, and clinic area layout. There will be a kitchen area provided, however, it is not a commercial kitchen. He stated Our Daily Bread will be provided the meals for breakfast and lunch. There are also facilities that have volunteered to provide the dinner meals. The clinic will be a satellite location. He stated 12 -year old Sara, a local Girl Scout designed the Children's room, and she raised the money and has done a lot of the work on her own. Smith stated there are concerns from the neighbors about safety and security; which is understood. This will be a facility with single mothers and their children. There will be no men living at the facility. He stated Serve Denton is working with the Denton Police Department to have an office within the facility for the bike patrol officers to utilize. Briggle questioned if the Health Services of North Texas is using this as a satellite office; would their other location on Mesa Drive still remain in business. Smith confirmed. Briggle questioned the proposed Serve Denton project to take place on Highway 380. Smith stated that is their next project in the works. Briggle questioned how many individuals would be staying at the subject site location. Smith stated there are four rooms, with one adult per room and approximately 3 -4 children allowed per room. He stated Serve Denton will be holding an open house at the facility on March 28, 2015. Briggle commended Smith on Serve Denton's work. Barney Cosimo, 1107 Bolivar Street, Denton, Texas. Cosimo stated this is a great project; however, he has concerns that Central Denton has become a main location for homeless shelters. There are a lot of transients coming from the streets, parks, and libraries in the area. He hopes this Commission can consider the concerns with the transient impact it will have for the area over the years. Brent Hill, Hill & Hill Law Firm, 1005 North Elm Street, Denton, Texas. Hill stated he isn't located within 200 feet of the subject site. He was not notified of this proposal within a decent time. He was notified by someone that was informed of the proposal. His concern is that he wishes he had the opportunity to view the facility and do some research. He has had less than 24 hours to prepare for this item. He stated he would like to see the homeless individuals receive help; he just feels there needs to be more time involved in this request. Deborah Cosimo, 1107 Bolivar Street, Denton, Texas. Cosimo stated she is right outside the 200 foot property line. She learned about this request from a neighbor. She stated she would also appreciate more time to learn more about this proposal. She shares the same concerns as her husband Barney Cosimo. She questioned if the facility would be inclusive to all female individuals; regardless of discrimination. There was no one else to speak. Chair Reece closed the public hearing. Briggle stated she would like to see the comment addressed in regards to the site being inclusive to all female individuals. She would like to motion approval on this request. She stated she attended the League of Women's Voters Forum. She stated Denton Independent School District (DISD) provided information on at -risk students. There are approximately 27,000 students within DISD; of those students 35% are considered at -risk and 48% are considered economically disadvantaged. This is a great step in the right direction. It is centrally located and accessible to the bus stops. It will be very accessible to the entire community, including the homeless population. Bentley requested Briggle to clarify her motion; there were comments made during the Public Hearing that should be addressed. He would like to see a map of all the other facilities in the area that are similar to this use. He stated one of the issues discussed was a change of ownership or use change, and should the SUP be revisited at that time. For the neighborhood in general that would be a good idea to revisit the SUP. Bentley requested clarification from Briggle as to whether she would like to amend her motion. Briggle stated she would like to add that to her motion. She requested Legal clarification. Leal stated the SUP runs with the land and not with the business. The use would have to change in order for the SUP to expire. Bentley questioned if the use is a strict interpretation of the proposal or a broad interpretation. Leal stated the SUP would be limited to the site plan, the foot print of the building. He added should the applicant decide to expand the business then an amendment to the SUP would be required to come before this Commission and City Council. Bell provided clarification on a comment by staff. He stated staff suggests based on Subchapter 35.6.5.m of the Denton Development Code lists the condition approvable by staff is a regulation for the duration of the use. Staff considers possibly a ten year time period. If that is something City Council wants than staff did already consider that comment. Leal stated this Commission can set a limitation for the applicant to come back before this Commission to verify that the use has maintained the same. He stated there could be a condition to make sure it is updated annually or by a certain time period to ensure the use is being maintained. Mauladad questioned if the use would be tied to the owner or operator. Leal stated it would be tied to the use. Strange stated he is very familiar with this project. He commended his dad, Virgil Strange, for volunteering time to work on this project; he served as the General Contractor for the job. He supports the applicant on this work and the proposed project. This is a great asset to the community. He would like if the Commission would put as few conditions on this project as possible. The applicants have donated their time to work on these types of projects. Bentley requested Briggle to restate her motion. Briggle stated since the option to revisit the item has been discussed, she doesn't want to see the applicant have to come back too often to review this. She requested a reasonable time frame from the Commission. Conner stated if a longer term is placed on the motion it would make it harder for someone to want to change it more frequently; he suggested a twenty year time limit. Bentley started he has dealt with these types of SUP's in the past. He feels that 10 years is a reasonable timeframe. Reece requested a reasonable timeframe from Legal. Leal stated he doesn't have a recommendation for a timeframe. If someone wants to second the motion they can and then if someone wants to make a motion to amend the motion they could do so as well. Briggle stated she would motion to approve the request with an amendment to revisit this Specific Use Permit after ten years. Conner stated he would second the motion. Taylor stated there were concerns raised during the public hearing. He would like to see those addressed. There was a question about inclusivity that should be addressed. Smith stated Denton Bible Church is the owner of the building. There are no restrictions on individuals that can access the building, in regards to the gender. The business is compliant with Title 6 of the United States Code. Serve Denton will not operate the facility; it will be another nonprofit organization signing the lease. Smith added that any woman with children or a child can stay in the facility. Taylor stated another issue pointed out was the timing of this item and citizens not able to prepare for the item. There will be time before City Council to address some of the citizens concerns; he recommended Serve Denton to work with the neighbors that had concerns. Smith stated he will contact those individuals. They have printed fliers to go door -to- door inviting neighbors to attend the upcoming Open House. Bell stated in regards to a map of other similar uses in the area; it was included in the backup material. There are no SUP's approved for Group Homes within half a mile of the subject site. Bentley stated his concern isn't just Group Homes; but other facilities to cater to homeless in the area. He doesn't want to see these uses clustered in downtown. Taylor stated there is a concentration of homeless living in the downtown area. This is a well thought out project that does support holistic support that the community needs. He commended the applicant on the work they have done and setting reasonable guidelines. Strange stated since the lease for the site is 20 years; he feels that the SUP should run with that lease. He doesn't want to see a nonconforming issue with this site; he would like to offer that time period as a friendly amendment. Reece stated the vagueness of ten years was a concern for him, but it could be updated to 20 years and then with a more detailed date. Briggle thanked Strange for bringing the lease information to her attention. Bentley stated with his experience on these timelines; primarily in Fort Worth they dealt with auto recycling. Those applicants were required to renew every year or two to three years. He stated he understands Strange's comment. However, as the neighbor or the business neighboring the site, and there is an issue, 20 years is a long time to wait for an update to me made. He commended all those involved on the work for this project. He would just like to see the time period lessened; he doesn't want to see the issue have to be addressed in 20 years. He feels that ten is a reasonable time frame. Briggle stated Conner and Strange bring up good points in regards to a business stand point. She stated 20 years for a business is not a long time. Briggle questioned when the lease expires. Smith stated October 29, 2033. Reece requested Briggle to restate the motion. Briggle stated she would like to motion approval of this request and with an amendment to revisit this item with the expiration of the lease date of October 29, 2033. Conner stated he would second still. Taylor stated there is a general consensus to support the work of this request; however, it is getting bogged down due to the finer details. He offered an amendment to have the applicant work with staff in the upcoming weeks prior to City Council to come up with reasonable restrictions on the SUP. He suggested restriction ideas based on square footage of the building or population size for the community in the future, along with items to protect the neighborhood and their concerns at City Council. Reece requested a second for Taylor's amendment. Briggle stated she would second. Leal stated because she made the original motion she cannot second the amendment. There was not a second to Taylor's motion, so the motion died. Bentley questioned Briggle why she has chosen a longer time period over protecting the unknown, protecting the neighborhood, and what currently exists. He referred to Lancaster Avenue in Fort Worth; he stated there are a lot of these same facilities in that area, with a lot of transients. He questioned what would happen if two or three more of these uses went in at that same location. He questioned the issue with revisiting the item sooner. Briggle stated the vote before this Commission is not the unknown it is the subject project with a 20 year lease. This is a good project, and she is aware of the number of services that are in the downtown area similar to this use. She stated there aren't a lot of transportation resources in other areas, so it works to be in the downtown area where there are a lot of transportation resources. Bentley stated the item could be postponed. Conner stated can the motion state when the lease expires or before the lease expires. Reece called Leal to address the question. Leal stated he is glad there is a date on the motion, because the lease expiration could encompass the renewal. He stated it is good to have a definite date. He added that a motion could be made to amend the current motion that would reflect the lease expiration date or if the lease is terminated sooner than the lease date. Briggle questioned if she could amend her motion. Leal stated per Robert's Rules of Order then someone else would have to make the friendly amendment. Strange stated he supports the motion; however, the condition and amendments are adding more and more to the motion. Conner made the amendment and Briggle accepted the amendment to revisit the SUP if the lease is terminated prior to the lease expiration date. Bentley is not opposed to the use; he is however, opposed to the 20 year time frame for the review of the Specific Use Permit. He feels the review time should be at a minimum of 10 years; in order to review the impact of unforeseen consequences, as a protection mechanism to the existing neighborhood. Commissioner Amber Briggle motioned, Commissioner Frank Conner seconded to approve this request with an expiration date of October 29, 2033, or to revisit the Specific Use Permit if the lease is terminated prior to the lease expiration date. Motion approved (5 -1). Commissioner Jim Strange, aye, Commissioner Devin Taylor, aye, Commissioner Frank Conner, aye, Commissioner Amber Briggle, aye, and Chair Thom Reece, aye. Commissioner Brian Bentley, nay. Exhibit 8 S14-0008 Public Notification Map I X C= Site N crry Parcels w E DENTON Streets ...... llninn�nq DelpailmoM - GIS In Favor S DENTON Exhibit 9 . .. S 14.10008 P,re f )4�flng ariid Zor llrrg of the Oty of DenWn YMI a puWic tieariing ori WiAriwsday, March It 2015. and conWder amWng a to CIty Ce,,,,)o reg,,,�wdlriig a Spo,�,.,cific Lh (Skjp) a Or Home onzii"r a;:prox rinallely 0391 aams of p,rrrrd genvra ly tocat,,,xi or't tf iie vvest skJe ofrJ Brn Street new"he WrsecMmi wRh Fei1,gi,,j,,,wn Street. .... Ire sr, pi-opedy ds located )iAvithir)t a Chtwri1own (3er),eir* zorting ro"'061" to the clfy',a,,, wo�),bsite (",;,ee Unk belc''Iv) or WaNt analwo, Me Staff ana ysr�AO twill be pc�)sfi d Ara 6, 2015: .1 �,,)ie )rearing vAl Wed of 6:30 ;;m,, Ir)i tl',rrr City 01,1r'uA Ct"mriribeii,,,,, of HW1 4r d �„iiit 215 E. McKhney Met WWI Was. SW cause you olovn' prof"�Vertj( �vvdhh �� hovt,:� hundred (20Q) kwt pill C1, Pre rlpy, tfjer P1h,,,,i,,nnhr,)g and Zoning C( w'nnrV,,,isk)n ll4errrryd Wof,,) to hear tzow ye,'jiu, Mel about n9quest ar�d inidt s jofxj to the pubftx,,� heisrjr1g� Pk,,,,)ase, flii ont,,Jer f& yc�i ir, opir,0ori to be laker',)i irilh'), account retmm Uls forri vvifl,')� 'your c�x,,, )wrrerds & W the idabs of the ;:)ti1,,)Nc tiwvirig. (Thi ftip r, o KA you th"on aften(YIng ane,,f in the Fxtbtlk,"' hearing) j y fvx,, it, to tt* ii C, at'ttte bott'i 3rirI or, rroft 11, tt"'vttiu Pvss fit,,,w cvir-drr"Ip ft -t:;ff ft JP, sorr, Plartning airxf Aikt,iri: lifillits Belf, Prt,, ��ect Pi�fiartagel 221 N III kn 8 „11” Iri'tx is 762(11 Thew,i, 1c:�ir"rris air, used to tfie jgi��,imrventage of that alrid oppose the reqi,mmt. 1 l„w "s infbrnfie(i of tire perx: of res;,)oxix�,mesin ariA in apposMon. it, hi fa mor of r r rqr,rr,rs t fkq'imsomls ft)ii op)��j ws lltloru R'4 fl,,ecl Narr,.w I ilk"t.i rr �� F31"lease c1rc14 atris: Neutmd to request reqt'lest NAMUii"ig Addry ), 1 7 My, State Lpr� . ......... XcL ,e id" I Axfdrac, of rty �rllhih ZOO F r I la, 2?, 0 / . .............. . .......... .................. . ...... C17 YOF f) CITY MLYVEST- DENTON.AEXAS 762fll , 9441,349,77(M - (r "1r 20W PAZ NaMe City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: S13 -0007, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: April 7, 2015 SUBJECT Hold a public hearing and consider a Specific Use Permit (SUP) to allow for expansion of the Municipal Solid Waste Landfill and associated Solid Waste and Recycling ground services operations and equipment storage on approximately 156.9 acres. The subject property is zoned Industrial Center General (IC -G) and is generally located north of Spencer Road and east of Mayhill Road. The Planning and Zoning Commission recommends approval (5 -2) with conditions. BACKGROUND In 2002, the City of Denton Utilities leadership staff required the Solid Waste Department to develop a long range plan that would sustain municipal landfill operations for at least a 50 -year time cycle. As part of this long range plan, it was determined that the current footprint of the existing landfill, near the intersection of Mayhill Road and Spencer Road, was inadequate to meet the needs of future growth and expansion of the landfill would be required. To meet this need, the Solid Waste Department purchased approximately 156.9 acres to the north of the existing landfill over the following 10 years. The purpose of this SUP request is to permit expansion of the landfill onto the approximately 156.9 acre subject property acquired by Solid Waste. The proposed request also includes re- utilizing an existing structure on the property labeled Biodiesel Facility Building No.9 on the site plan (Exhibit 5) for Heavy Manufacturing uses. Sanitary Landfills and Heavy Manufacturing require approval of an SUP in the IC -G zoning district per Subchapter 35.5.7.2 of the Denton Development Code (DDC). The SUP request was first scheduled for the Planning and Zoning Commission meeting on October 23, 2014. As this meeting, the Commission tabled the item until a neighborhood meeting was held with surrounding residents to explain the scope of the proposed expansion. On December 18, 2014, the Solid Waste Department hosted a neighborhood meeting as requested; five surrounding property owners attended this meeting. The SUP request was then rescheduled for the January 21, 2015, Planning and Zoning Commission meeting. At this meeting, the Commission again tabled the item to allow surrounding property owners more time to review documents provided as part of several Open Records Requests. The SUP was then rescheduled for the February 18, 2015, Planning and Zoning Commission, at which time the Commission recommended approval of the request (5 -2), subject to staff recommended conditions. Prior to each public hearing, staff sent public notices to the 12 property owners within 200 feet of the site and courtesy notices to the 60 properties within five hundred (500) feet of the site. As of writing this report, staff received three written responses in opposition to the City of Denton Page 1 of 3 Printed on 4/2/2015 File M S13 -0007, Version: 1 request. OPTIONS 1. Approved as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (5 -2), subject to the following conditions: 1. The property owner shall construct a "Type D" buffer along the boundary of the western and northern property lines, except on the portions of the boundary that have existing structures. 2. The buffer shall be constructed prior to using the property for depositing debris. The Development Review Committee recommends approval of this request, subject to the conditions mentioned above. ESTIMATED SCHEDULE OF PROJECT Not Applicable. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 23, 2014, the Planning and Zoning Commission tabled the request until an event certain that the City of Denton Solid Waste Department held a neighborhood meeting with surrounding residents. On January 21, 2015, the Planning and Zoning Commission tabled the request until a date certain of February 18, 2015. On February 18, 2015, the Planning and Zoning Commission recommended approval of the SUP with conditions. FISCAL INFORMATION Not Applicable. BID INFORMATION Not Applicable. EXHIBITS City of Denton Page 2 of 3 Printed on 4/2/2015 File #: S13 -0007, Version: 1 1. Planning and Zoning Commission Staff Report 2. Site Location/Aerial Map 3. Zoning Map 4. Project Narrative 5. Site Plan 6. ESA Map 7. October 23, 2014 Planning and Zoning Commission Minutes 8. January 21, 2015 Planning and Zoning Commission Minutes 9. February 18, 2015 Planning and Zoning Commission Minutes 10. Public Meeting Comment Cards 11. Public Notification Map 12. 200 ft. Property Owner Notice Responses 13. Draft Ordinance Respectfully submitted: Aimee Bissett Interim Planning and Development Director Prepared by: Michael J. Bell Associate Planner City of Denton Page 3 of 3 Printed on 4/2/2015 Exhibit 1 PLANNING AND ZONING COMMISSION STAFF REPORT S13 -0007 — MUNICIPAL LANDFILL EXPANSION TO: Planning and Zoning Commission DATE: February 18, 2015 CASE MANAGER: Mike Bell SUBJECT: Consider making a recommendation to City Council regarding a Specific Use Permit (SUP) to allow for expansion of the Municipal Solid Waste Landfill and associated Solid Waste and Recycling ground services operations and equipment storage on approximately 156.9 acres. The subject property is zoned Industrial Center General (IC -G) and is generally located north of Spencer Road and east of Mayhill Road. (S13-0007, Municipal Landfill Expansion) APPROVAL PROCESS: A public hearing will be held at the Planning and Zoning Commission meeting, and the recommendation of the Commission will be forwarded to the City Council for an additional public hearing and final action at the April 7, 2015 meeting. ITEM SUMMARY: In 1983, the City of Denton approved Ordinance 83 -92, granting a Specific Use Permit (S -171) and amending the zoning map to allow approximately 36 acres to be used as a Municipal Sanitary Landfill. The original landfill approved with Ordinance 83 -92 is located within the current City of Denton ECO- W.E.R.C.S. facility, at 1527 S. Mayhill Road, Denton, Tx. 76208. In 1995, the City of Denton approved Ordinance 95 -052, granting a Specific Use Permit (S -204) and amending the zoning map to provide for 199.5 acres for use as a Type 1 Municipal Solid Waste (MSW) Landfill. This expanded the original landfill area to include adjacent areas south and west of area S -171. The combined landfill area for use by the City of Denton for waste disposal and refuse and recycling operations currently is approximately 236 acres. In 2002, the City of Denton Utilities leadership staff requested that each utility and the Solid Waste Department develop long range plans, enabling each entity (DME, Water, Wastewater, Solid Waste) to operate for at least a fifty year time horizon. To meet the 50 year operations requirement, the Solid Waste Department completed several property acquisitions over an approximate 10 year period, and currently owns adequate property to sufficiently provide for 50 years of Solid Waste disposal and operational services at the City's ECO- W.E.R.C.S. site. The Department is requesting a Special Use Permit for an additional 156.9 acres, which will expand the Solid Waste Department's disposal and operations areas to approximately 384 acres, providing the Department with sufficient acreage to meet their long range planning goals. In 2008, geotechnical investigations on portions of the undeveloped area of the proposed SUP site were conducted, and a feasibility study on the lateral expansion of the landfill was completed S13 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page I of 10 -�Wl %11111iiNdIMIN �O DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 Specific Use Permit Project Number: S13 -0007 Applicant: City of Denton Property Owner: City of Denton in January 2009. The findings concluded that the area of the requested SUP, the undeveloped areas north of the existing landfill were compatible for landfill use. There is an Atmos Energy compressed natural gas line easement which runs east -west through the property. The northern -most section of the proposed SUP area, north of the gas line easement, is property which is planned for ground operations and equipment storage. The property south of the Atmos Energy gas line, and extending south to the existing municipal Specific Use Permit area, S -204, is planned for use as the expanded MSW Landfill area. This area abuts the existing Municipal Solid Waste Landfill and represents a contiguous landfill expansion north of the current MSW landfill area. The City of Denton Solid Waste Department is requesting approval of a SUP to design and construct a MSW Landfill, and to provide an area north of the proposed MSW Landfill for solid waste and recycling ground service operations on the property. Vicinity Map: Existing Site Photo: CONFORMANCE TO COMPREHENSIVE PLAN: Comprehensive Plan Goals and Objectives: The Future Land Use Map of Denton Plan 2030 identifies this area as Government/Institutional. Owned by the City of Denton, it was anticipated this area would be used for Solid Waste, Recycling and /or Wastewater Treatment operations. Extending the life of the landfill to serve anticipated growth is a goal of Denton Plan 2030. S13 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 2 of 10 _�W' 'O&IIIIIiNIMIN '. DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 Specific Use Permit Project Number: 513 -0007 Applicant: City of Denton Property Owner: City of Denton Impact on Infrastructure: Any future impacts on Public Infrastructure will be further evaluated as part of the Solid Waste Master Plan and /or prior to construction of any improvements on the subject property. Relocation of utilities may be necessary prior to development. Impact on Public Facilities /Services: The site plan for the subject property has not yet been finalized. The purpose of this SUP request is to obtain municipal zoning approval prior to submittal of required landfill permits to the TCEQ. Any future impacts on Public Facilities /Services will be further evaluated as part of the Solid Waste Master Plan and /or prior to construction of any improvements on the subject property. Compatibility with Existing and Potential Adjacent Land Uses: Expanding north onto the subject property is the most effective and appropriate location as this area is bound to the east by the City of Denton Wastewater Treatment Facility, and to the north and south by Pecan Creek. Pecan Creek, to be protected by state regulations governing landfill operations, will serve as a buffer to existing residential development to the north. The area west of Mayhill Road is classified as Regional Mixed Use, Business Innovation, and Government/Institutional. The remnants of the existing, residential development in this area are anticipated to change into commercial and institutional uses over time. Until then, a 30 ft. Type D landscape buffer is recommended on the western property line to buffer these residents from the landfill expansion. Northwest: EC- C /EC -I Industrial Park North: IC-G Self - Service Storage Northeast: RD -5X Undeveloped West: Subject Property: East: EC -C/ IC -G RD- SX /IC -G Office/Undeveloped /Single- Undeveloped Wastewater Treatment Facility family Southwest: RCR -1 Undeveloped South: IC-G Municipal Landfill Southeast: IC-G Municipal Landfill Concentration of Use: Expansion of the landfill would concentrate industrial operations east of Mayhill Road and west of Pecan Creek. 513 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 3 of 10 -�W' %'111mudIMIN �O DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 Specific Use Permit Project Number: S13 -0007 Applicant: City of Denton Property Owner: City of Denton STAFF ANALYSIS: In accordance with Section 35.5.7.2 of the Denton Development Code (DDC), both Heavy Manufacturing and Sanitary Landfills uses are permitted in the IC -G zoning district with a Specific Use Permit (SUP). The site plan (see Exhibit 7) demonstrates operation of the proposed Landfill expansion, including uses of existing structure within the proposed boundary of the subject property. The site plan document indicates majority of the structures within the boundary of the proposed SUP will be demolished in the near future to accommodate future expansion of the Landfill. In addition, per the applicant, one of the existing structures (facility no. 9) was previously used for biodiesel fuel heavy manufacturing activities. However, there are no records indicating a Specific Use Permit was issued for the operations. As part of this request, the applicant is proposing to use the structure for heavy manufacturing activities until a future date when the Landfill expansion encroaches upon that portion of the development. Pursuant to Section 35.6.4 of the DDC, an SUP may be granted if the proposed use conforms (or can be made to conform through the imposition of conditions) to the standards established in the IC -G zoning district for development of a Sanitary Landfill and Heavy Manufacturing. This Section of the DDC also provides standards by which an SUP is granted. Below are staffs analyses of these standards: B. A specific permit shall be issued only if all of the following conditions have been met: 1. That the specific use will be compatible with and not injurious to the use and enjoyment of other property nor significantly diminish or impair property values within the immediate vicinity; Granting this SUP to allow development of a Sanitary Landfill and Heavy Manufacturing will not be injurious to the use and enjoyment of other property within the vicinity of the site. The property is surrounded by industrial operation uses to the north and south. A portion of the property to the east of the site is developed as a waste water facility by the City. The northeast portion of the property located in the City's Extraterritorial Jurisdiction is vacant. Operations of the adjacent uses to the vacant property make it less feasible to develop it for any other uses beside industry use activities. In addition, the property located south of the proposed site is currently being used for Sanitary Landfill by the City. Expansion of the site to include the proposed request will not substantially increase traffic and noise beyond current levels of activities conducted on the southern property to the site. The purpose of this request is to plan for future expansion of the Landfill whenever the current location reaches maximum capacity. 2. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property; Granting the SUP will not impede the normal and orderly development of the surrounding properties. The site abuts a property developed for self service storage to the north. This property to the north is zoned IC -G which permits heavy industrial uses that are deemed to be compatible with the proposed Landfill development. A portion of the property to the east of the site is developed as a waste water treatment plant. The S13 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 4 of 10 -�Wl &III11itillIMIN � O DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 Specific Use Permit Project Number: 513 -0007 Applicant: City of Denton Property Owner: City of Denton remainder of the eastern portion is undeveloped and located in rural residential 5 (RD- 5X) zoning district. The RD -5X is a default zoning whenever a property is initially annexed into the City limits. Developing the subject property for Sanitary Landfill uses will not be incompatible with the property to the east which is developed as waste water treatment facility. The property to the south is zoned IC -G. As stated, the IC-G zoning district allows development of Heavy Manufacturing uses. A portion of the property located west of the site is zoned Regional Center Residential 1 (RCR -1) and is vacant. Although this abutting property is zoned RCR -1 and could potentially be developed for uses such as dwelling above business which may be incompatible with Sanitary Landfill uses and Heavy Manufacturing, this western property is separated by Mayhill Road. Per the City of Denton Mobility Plan, Mayhill Road is planned to be a Primary Major Arterial Road. Separation of the western property by such a Primary Major Arterial road will serve as buffer from any potential adverse effects of developing the subject property as a Sanitary Landfill and Heavy Manufacturing use. The property abutting northwest portion of the subject site is zoned Employment Center Commercial (EC -C) and Employment Center Industrial (EC -I). Uses allowed in the EC -C and EC -I are commercial in nature. In addition, the property is also separated from the subject site by Mayhill Road. It is staff determination that the proposed development will not impede normal and orderly development or improvement of the surrounding properties. 3. That adequate utilities, access roads, drainage and other necessary supporting facilities have been or will be provided; The request is for development of Sanitary Landfill and Heavy Manufacturing activities. Approval of the request will enhance the City's ability to accommodate future demand for solid waste disposal in the City. The DRC has reviewed this proposed project and have determined that access road to the site is sufficient to handle the proposed use. 4. The design, location and arrangement of all driveways and parking spaces provides for the safe and convenient movement of vehicular and pedestrian traffic without adversely affecting the general public or adjacent developments; There will be truck traffic going to the development. However, the southern property abutting the site is currently used for Sanitary Landfill activities. The intent of the proposed request is not to substantially increase current activities on the Landfill. The intent is to plan for future land area to accommodate the City's landfill needs when the current location reaches full capacity. Therefore, traffic to the site will not vary substantially from those already existing on the adjacent property to the south. The design, location, and arrangements of the driveway onto the property will not adversely affect the general public or adjacent development. The property immediately to the south of the site is used for Sanitary Landfill activities. Impact of truck traffic on the adjacent development will not be different from current activities on the southern abutting property. 5. That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise and vibration; 513 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 5 of 10 -�Wl %11111itillIMIN � O DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 Specific Use Permit Project Number: S13 -0007 Applicant: City of Denton Property Owner: City of Denton Developing the property for Sanitary Landfill will likely generate noise and odor from the site. However, majority of the surrounding property are developed for industrial uses such as the City of Denton's waste water facility located east of the site and a self service storage warehouse located north of the property. The property located west of the site is designated Regional Center Residential 1 (RCR -1. The RCR -1 permits less intense uses in comparison to the subject property, which is zoned IC -G. However, the request to develop the property as Sanitary Landfill is not out of character with current noise and fumes emanating from adjacent property to the south that is used for Sanitary Landfill. In addition, operation of the site for Sanitary Landfill shall be required to conform to Section 35.12.11 of the DDC- Industrial Performance Standards. Furthermore, the Texas Commission on Environmental Quality has specified regulation for operating Sanitary Landfill. Some of these regulations are meant to monitor air quality emanating from the site. 6. That directional lighting will be provided so as not to disturb or adversely affect neighboring properties. According to the City's Solid Waste Department, there will be lighting on the site. However, most of these lighting will be directed toward the Landfill site and will not impact adjacent properties. In addition, any proposed lighting shall comply with the standards and regulations of Section 35.13.12 of the DDC. This requirement limits illumination of light onto adjacent property. 7. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. Staff is recommending a type "D" buffer on the western and northern property boundary, on all the sections of the property that do not contain structures. On the southern property boundary, the site is abutted by the City's existing Sanitary Landfill. It is staff determination that the proposed use is similar to the land use activity to the south of the site and therefore does not require a buffer or screening. Similar to the property to the south, a portion of the property to the east is used for waste water treatment facility, the remainder of the eastern property is an Environmental Sensitive Area, which is very unlikely to be developed. It is staff determination a buffer is not required for the eastern property boundary. C. That adequate capacity of infrastructure can and will be provided to and through the subject property. There will be adequate infrastructure to service the site. According to the City's Engineering Department, there is an eight -inch water line serving the site. D. That the Special Use is compatible with and will not have an adverse impact on the surrounding area. When evaluating the effect of the proposed use on the surrounding area, the following factors shall be considered in relation to the target use of the zone: 1. Similarity in scale, bulk, and coverage. S13 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 6 of 10 _�Wl %11111itillIMIN � O DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 Specific Use Permit Project Number: 513 -0007 Applicant: City of Denton Property Owner: City of Denton Surrounding properties to the immediate south is developed as Sanitary Landfill on 236 acres. A portion of the property to the east is developed as a waste water treatment facility. The scale of the proposed Landfill is similar to the southern abutting property. In addition, the intent of the subject request is to provide adequate land area for future use of the property for Sanitary Landfill when the current site reaches maximum capacity. Further, the proposed use of the property for Sanitary Landfill will not be dissimilar in scale and bulk to activities already conducted on the southern abutting property. Using the site for Sanitary Landfill will be large in scale to the property to the west. However, as stated, Mayhill Road which is planned to be developed as Primary Major Arterial separates most of the property to the east; therefore, this use of the property will have minimum impact on the adjacent western property with regards to scale. 2. Generation of traffic and effects on surrounding streets. Increases in pedestrian, bicycle, and mass transit use are considered beneficial regardless of capacity of facilities. The request is for future expansion of the City's existing Sanitary Landfill. There is truck traffic associated with operation of a Sanitary Landfill. However, this traffic will not be very much different from those already generated by the current Landfill site located south of the property. 3. Architectural compatibility with the impact area. There are no structures proposed to ensure is architectural compatibility with adjacent buildings. 4. Air quality, including the generation of dust, odors, or other environmental pollutants. There are likely to be dust, noise generating from the site. However, the development is required to comply with Section 35.12.11 of the DDC. This Section of the Code establishes standards for controlling noise, fumes, and use of odorous materials. The Texas Commission on Environmental Quality also has regulations pertaining to operations of Sanitary Landfill and monitoring air quality emanating from the site. 5. Generation of noise, light, and glare. Development or operation of the site will be required to comply with Section 35.12.11 of the DDC. This Section of the DDC regulates noise, light and glare emanating from the property. 6. The development of adjacent properties as envisioned in The Denton Plan. Future land use designation on the property to the south, and a portion to the east, is "Industrial Centers ". Per the Denton Plan, "Industrial Centers" are intended to provide locations for a variety of work processes and work places such as manufacturing, warehousing and distributing, indoor and outdoor storage, and a wide range of commercial and industrial operations. The industrial centers may also accommodate complementary and supporting uses such a convenience shopping and child -care centers. Adequate public facilities shall be a criterion by which zoning is granted. The proposed 513 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 7 of 10 l,'. %11111itillimb �O DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 Specific Use Permit Project Number: S13 -0007 Applicant: City of Denton Property Owner: City of Denton Sanitary Landfill is consistent with goals of the Denton Plan for the property to south and a portion of the eastern property. The Future land use designation on the western abutting property is "Employment Centers" on the northern abutting property and Regional Mixed Use Centers on the southern abutting property Per the Denton Plan, "Employment Center" future land use areas are intended to provide locations for a variety of workplaces, including limited light manufacturing uses, research and development activities, corporate facilities, offices, and institutions. Employment centers are also intended to accommodate secondary uses that complement or support the primary workplace uses, such a hotels, restaurants, convenience shopping, and child care. Adequate public facilities shall be a criterion by which zoning is granted. For "Regional Mixed Use Centers ", per the Denton Plan, it is intended to contain the shopping, services, recreation, employment and institutional facilities supported by and serving an entire region. A regional activity center could contain developments such as a regional shopping mall, big box retail, superstores, restaurant and entertainment facilities, a high school or community college, and high- density housing. It is staff determination that approval of the SUP for Sanitary Landfill will not impede the goals of the adjacent land uses as envisioned in the Denton Plan for Regional Mixed Use Center and Employment Centers. 7. Other factors found to be relevant to satisfy the requirements of this Chapter. The DRC has considered factors necessary for approval of this site and have deemed the request conforms to all applicable requirements of the DDC. STAFF RECOMMENDATION: Staff recommends approval of the Specific Use Permit request with the following conditions: 1. The property owner shall construct a "Type D" buffer along the boundary of the western and northern property lines, except on the portions of the boundary that have existing structures. 2. The buffer shall be constructed prior to using the property for depositing debris. PUBLIC NOTIFICATION: To comply with public hearing notice requirements, staff sent 12 public hearing notices to property owners within 200 ft. of the subject property, 28 courtesy notices to physical addresses within 500 feet of the subject property, published a notice in the Denton Record Chronicle and placed signs on the property. At the October 22, 2014, P &Z meeting, the Commission tabled the item indefinitely until a neighborhood meeting was held with surrounding residents and property owners. A neighborhood meeting concerning the Specific Use Permit was conducted on December 18, 2014. Public notices were sent to all property owners within 500 feet of the proposed SUP site. S13 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 8 of 10 l,'. %11111itillIMIN �O DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 Specific Use Permit Project Number: S13 -0007 Applicant: City of Denton Property Owner: City of Denton Five property owners attended the meeting. Topics raised from those attending the meeting were the noticeable odor in the general area during specific times, the possibility of the City constructing a screening wall, and the consideration of alternate sites for the landfill. Following the meeting, Solid Waste staff received three submitted comment cards. Two of the comment cards stated that the property owners desired to know if the City planned to construct a screening wall between their residential neighborhood and the new proposed Mayhill Road. One comment card mentioned potential creek contamination, and another comment card stated that other locations should be evaluated. All comments cards are attached as Exhibit 10. Of the three comment cards received, two opposed the SUP expanding the landfill, and one did not support nor oppose the SUP. The following day a Solid Waste staff member received an email from one of the meeting attendees stating his opposition to the Landfill SUP. Following the neighborhood meeting, staff re- noticed the public hearing for the January 21st 2015 P &Z Meeting using the same notification measures as before. Prior to the January 21st meeting, staff received two responses in opposition and one response neutral to the request. At this meeting, the Commission tabled the item to a date certain of February 18, 2015 to allow surrounding residents more time to review requested information from the neighborhood meeting. Re- noticing of the February 18th, 2015 meeting was not required. PROJECT TIMELINE: Subject Date Business Days under DRC Review Business Days out to Applicant Incomplete Application Submitted November 13, 2013 - - 1 st Submittal sent to DRC Members November 13, 2013 - - Comments Released to Applicant November 27, 2013 10 - DRC Meeting with Staff December 4, 2013 - - 2nd Submittal sent to DRC Members January 15, 2014 - 30 Comments Released to Applicant January 30, 2014 10 - 31 Submittal sent to DRC Members May 16, 2014 - 76 Comments Released to Applicant May 30, 2014 10 - 4t' Submittal sent to DRC Members July 22, 2014 - 37 Comments Released to Applicant August 6, 2014 10 - St' Submittal sent to DRC Members August 29, 2014 - 17 Comments Released to Applicant September 4, 2014 4 6t' Submittal sent to DRC Members October 3, 2014 21 Comments Released to Applicant October 3, 2014 1 - I" Planning and Zoning Commission Meeting October 22, 2014 - - Neighborhood Meeting December 18, 2014 - - 2" Planning and Zoning Commission Meeting January 21, 2014 - - 31 Planning and Zoning Commission Meeting February 18, 2014 Total Business Days 45 181 S13 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 9 of 10 _�W' 'O&IIIIIiNIMIN '. DEN"FON City of Denton Planning and Zoning Commission February 18, 2015 ATTACHMENTS: • Site Location/Aerial Mal • Zoning Map • Future Land Use Map • Letter from Applicant • Notification Map • Site Plan • Site Photos • ESA Map • Public Meeting Comment Cards Reviewed By: Abra Nusser, AICP Planning Supervisor 513 -0007 (Municipal Landfill Expansion) Prepared By: Mike Bell Page 10 of 10 Specific Use Permit Project Number: 513 -0007 Applicant: City of Denton Property Owner: City of Denton Submitted By: Ron Menguita, AICP Development Review Committee Administrator cau� I o IIIliw9IM DEN"FON Exhibit 10 Comment Card - City of Denton Landfill Special Use Permit Request Please Print all Information Name Address City Zip Comments: The facility expansion meets the Denton City Council's long -term goal to provide future landfill and other processing & recycling services. Do you: ( ) Support ( ) Oppose this expansion? City of Denton m Solid Waste & Recycling wwwdentonrecydesxorn Comment Card - City of Denton Landfill Special Use Permit Request Please Print�ll Information NameT Address City ; , .. Zip , Mw Comments: la ... b. ) u (2�0 LJ �AJ s 14 4�- Kl c nJ_? 1, P -P T kiF The facility expansion meets the Denton City Council's long -term goal to provide future landfill and other processing & recycling services. Do you ( ) Support ( ) Oppose this expansion? CRY of Oer, Loni Solid Wast DENTON Comment Card - City of Denton Landfill Special Use Permit Request Please Print all Information Name Address ✓ City Zip Comment Card - City of Denton Landfill Special Use Permit Request Please Print all Information Name - XT-1 Y-,'71 i4C. Address V,6 /'// 7 City Zip 7X 7,5-0g-0 Comments- WORSE �F mi ce- w Public Notification Map 500 FT. BUFFER &My mn N Site w E Parcels .. ..... DENTON S oil llninn�nq DelpailmoM - GIS Streets a 170 ma fflo Feet Exhibit 12 NOTICE OF PUBLIC HEARING Specific Use Permit (S13 -0007) The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, October 8, 2014, and consider making a recommendation to City Council regarding a Specific Use Permit (SUP) to allow development of sanitary landfill and heavy manufacturing use on a property located in an Industrial Center General (IC -G) zoning and use district on approximately 149 acres. The subject property is generally located east of Mayhill Road, and approximately 4000 feet south of McKinney Street. Staff's report and analysis for the proposed request will be available on Friday, October 3, 2014. For a copy of this report, please refer the city's website below: httl / /wow Li.ty+alcl:�N �cm /t CA �IPr;�de^�.,tt al «Miisaa q�za�A.Nt.enr �, The public hearing will start at 6:30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in- person: Planning and Development Department 221 N. Elm ST Denton, Texas 76201 Attn: Nana Appiah, Project Manager These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. (In favor of request) Reasons for Opposition: Please circle one: (Neutral to request) C�(O!"_� posed to reque- st) Printed Name; 4 jn k " td Mailing Address: r % ,. ...De, City, State Zip: Telephone Number:° Email Physical Address of Property within 200 feet: - , a O C) 57, 1yX& // /ZW CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 NOTICE OF PUBLIC HEARING S13 -0007 — Municipal Landfill Expansion The Planning and Zoning Commission of the City of Denton will hold a public hearing on Wednesday, January 21, 2015 and consider making a recommendation to City Council regarding a Specific Use Permit (SUP) to allow for expansion of the Municipal Solid Waste Landfill and associated Solid Waste and Recycling ground services operations and equipment storage on the proposed 148.0 acre tract. The subject property is generally located east of Mayhill Road, and approximately 4000 feet south of McKinney Street, and is owned by the City of Denton. Please refer to the City's website (see link below) for staff's analysis. The staff analysis will be posted on Friday, January 16th, 2015: I�I.L.�� ��'�r r w il, � wl�l�,�x �¢;d sng �� vc..�.� � � ail .rl - C�r��1_1ia61 IV eI I adq&' _a��NKa ax sRt�at m r�ci � The public hearing will start at 6 :30 p.m. in the City Council Chambers of City Hall located at 215 E. McKinney Street, Denton, Texas. Because you own property within two hundred (200) feet of the subject property, the Planning and Zoning Commission would like to hear how you feel about this request and invites you to attend the public hearing. Please, in order for your opinion to be taken into account, return this form with your comments prior to the date of the public hearing. (This in no way prohibits you from attending and participating in the public hearing.) You may fax it to the number located at the bottom or mail it to the address below or drop it off in- person: Attn: Mike Bell, Project Manager Planning and Development Department 221 N. Elm ST Denton, Texas 76201 These forms are used to calculate the percentage of landowners that support and oppose the request. The Commission is informed of the percent of responses in support and in opposition. Please circle one: In favor of request Neutral to request ( Opposed to request Reasons for Opposition: Signatu Printed Mailing, City, State Zip: __... Telephone Number: Email: Physical Address of Property within 200 feet- CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 - (F) 940.349.7707 LUCY BARBER PROPERTIES JOYCE BREARLEY Co- Trustee and Power of Attorney 2009 Mark Twain Ln. Denton, TX 76210 Phone: 940 - 566 -1552 Cell: 940 - 391 -3192 January 15, 2015 Planning and Development Department 221 N. Elm St. Denton, TX 76201 ATTN: Mike Bell, Project Manager Dear Mr. Bell: This is in response to your request concerning S13 -0007 - Municipal Landfill Expansion. REASON FOR OPPOSITION: It is my opinion that all landfills should be outside the city limits of any city. I realize this landfill WAS ORIGINALLY outside the city limits, but isn't now, nor will the expansion be. 1 also realize there is tremendous cost to relocate a landfill, and expansion (when possible) is certainly the most cost - effective alternative for the city. However, an expansion to our existing landfill would further subject landowners in the area (in the city limits) to obnoxious odors (which absolutely CANNOT be totally controlled) as well as continued invasion of pests: rats, snakes, etc., which exist in the landfill and move around in the neighborhoods. Those of us who own property in the subject area pay city taxes and should enjoy the advantages as such. Because of Denton's growth in businesses and homes, the once rural area has become a busy place, filled with people - -drawn closer and closer to the existing landfill. It seems to me that it is time to consider another location for landfill. We have four rental properties within the 200 -300 ft. buffer zones. We have received complaints about odors on numerous occasions and reports of snakes in the yards have been all too common. I feel that the expansion of the landfill will compound those problems and devalue our properties. Respectfully Submitted, .. C e,. r , 'iayce Barley, P.O.A.. { �,. sAlegal\our documents \ordinances \15 \s13- 0007.docx Exhibit 13 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING A SPECIFIC USE PERMIT TO ALLOW FOR EXPANSION OF THE MUNICIPAL SOLID WASTE LANDFILL AND ASSOCIATED SOLID WASTE AND RECYCLING GROUND SERVICES OPERATIONS AND EQUIPMENT STORAGE ON APPROXIMATELY 156.9 ACRES. THE SUBJECT PROPERTY IS ZONED INDUSTRIAL CENTER GENERAL (IC -G) AND IS GENERALLY LOCATED NORTH OF SPENCER ROAD AND EAST OF MAYHILL ROAD, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE (S1.3- 0007). WHEREAS, the City of Denton, has applied for a Specific Use Permit to allow a "Sanitary Landfill" and "Heavy Manufacturing," on approximately 156.9 acres of land within an Industrial Center General (IC -G) zoning district legally described in Exhibit "A" and depicted in Exhibit "B", attached hereto and incorporated herein by reference (hereinafter, the "Property "); and WHEREAS, after providing notice and after conducting a public hearing on February 18, 2015 as required by law, the Planning and Zoning Commission recommended approval (5 -2) of the Specific Use Permit; and WHEREAS, after providing notice and after conducting a public hearing on April 7, 2015 as required by law, the City Council finds that the Specific Use Permit is consistent with Denton Plan 2030 and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. The Specific Use Permit to allow a , "Sanitary Landfill" and "Heavy Manufacturing" on the Property is hereby approved, subject to the following conditions: 1. The property owner shall construct a "Type D" buffer along the boundary of the western and northern property lines, except on the portions of the boundary that have existing structures. 2. The buffer shall be constructed prior to using the property for depositing debris. SECTION 3. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 4. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 5. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ME APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Being all that certain tract of laud situated in the CT. Walker Survey Abstract Number 1330. Denton County, Texas and comprised of lands ovvned by the City of Dentow the subject tract bein ' a mot e particularly described by bearings (.tied to the Texas State Plane Coordinate System. North centrarrexas Zone 4202 as follows: BEGLNNING for the Southwest corner of the tract being described herein at the Northwest comer of the called 199,5 acre tract described in the Specific T.Tse Permit 4204 in Nlayllill Road: THENCE North 03 Degrees 32 Nfinutes 00 Seconds East along Maylvill Road a distance of 505.8 feet to the Westerly Southwest Collier of the called 3.3469 acre tract desc.iibed ill the deed to the City of Denton recorded in Document Number 2004-10683- of the Real Property Recor(N of Denton Comity. Texas: THENCE North 02 Degrees 54 Minutes 30 Seconds East continuing along Maybill Road and the West line of the said 33469 acre tract passing the Northwest corner thereof and continuing along the Same course. ill alL a total distance of 541.5 feet to the Southwest corner of the called 29.612 acre tract described ill the deed to the City of Denton recorded under C'lerk's File Number 95-80072063 of the said Real Property Records. IIIENCE North 02 Degrees I I Nliivutes 00 Seconds East continuing along Maybill, Road Nvitli the West line of the said 29,612 acre tract. paising the 'Northwest corner thereof and the Westerly soutlnvest Conley of the called 45,648 acre tract described ill the deed to the City of Denton recorded ill Volume 11 S 1. Pape 116 of the Deed Records of Denton County, Texas and continuing along the saute course. in all. a total distance of 750.0 feet to a -PK- nail found at the Northwest corner thereof. THENCE South 88 Degrees 38 Minutes 10 Seconds, East with the North line of the 45.648 acre tract a distance of 36.1 feet to the Soutliwe,,t corner of the called 7.124 acre tract described ill the deed to the C ity of Denton recorded in Document Nural-vi, 2013-26880 of the said Real Property Records and being oil the East side of Maylvill Road; THEN(E North (,')0 Degrees 52 Nlinuter 30 Seconds East along v the East side of Maylvill Road with the West line of the said 2.124 acre tract a distance of 398.8 feet to a 112 inch iron rod with a plastic cap stamped *ARTHUTR SURVEYING " found at the Nortlnvest comer thereof and the Westerly Southwest corner of the called 2.885 acre tract described in the deed to the City of Denton recorded in Document Number 1010-18118 of the said Real Property Records: THENCE North 60 Degrees 51 Minutes 30 Seconds East continuing along 2 the East side of Maylvill Road with the West line of the said 2.885 acre tract. passing the Northwest corner thereof and the Southwest Corner of the called 4,620 acre tract described in the deed to the City of Denton recorded ill Document Number 2013-84330 of the said Real Property Records and continuing along the same course, in all, a total distance of 416.0 feet to an "X" in concrete found at the Northwest corner thereof-. THENCE South 89 Degrees 22 Minutes 50 Seconds East with the North line of the said 4.620 acre tract a distance of 26.6 feet to a 1/2 inch iron rod found on the dedicated East right-of-way line of Mayhill Road at the Southwest corner of Lot 1-R, Block A. Roikjon Group Busine,.,,., Park as shown by the plat thereof recorded in Cabinet Q. Page 350 of the Plat Records of Denton County, Texas, THENCE North 01 Degrees 01 Minutes 00 Seconds East with the dedicated East right-of-way line of Mayhill Road and the West line of the said Lot 1 -R. Block A. a distance of 40.4 feet. THENCE North 81 Degrees 54 Minutes 00 Seconds East across Lot 1 -R, Block A. 20,0 feet Northwest of and parallel with a 50-ft. Utility Easement recorded in Volume 544. Page 669 of the Deed Records of Denton County. Texas, passing the East line of Lot 1 -R and continuing along the same course, in all, a total distance of 604.1 feet: THENCE North 19 Degrees 20 Minutes 00 Seconds East across the called 84.8193 acre tract described in the deed to the City of Denton recorded in Volume 2431, Page 843 of the said Real Property Record,.,. passing at a distance of 33.2 feet a 1/2 inch iron rod found at the Southeast coiner of Lot 1. Block 1. Tower Addition as shown by the plat thereof recorded in Cabinet M. Page 115 of the said Plat Records and continuing with the East line thereof. in all, a total distance of 561,9 feet to ail angle point therein: THENCE North 00 Degrees 40 Minutes 00 Seconds East continuing with the East line of the said Lot 1, Block I a distance of 195.7 feet to a 1/2 inch iron rod found at the Northeast corner thereof'. THENCE Northwesterly with the North line of Lot 1, Block I the following three calls: 1. North 88 Degrees 52 Minutes 40 Seconds West a distance of 282.6 feet to a 1/2 inch iron rod found at the beginning of a curve to the right having a radius of 337.3 feet: 2. Along the arc of the said curve, an arc length of 210.1 feet (chord bearing North 71 Degree's 01 Nfinutes 50 Seconds West a distance of 206.8 feet) to a 1/2 inch iron rod found and the end of the said culi,e and the beginning of a curve to the left having a radius of 288.4 feet: 3. Along the arc of the said curve, an arc length of 179.4 feet (chord bearing North 70 Degrees 55 Minutes 50 Seconds West a distance of 176.5 feet) to a 1/2 inch iron rod found at the end of the said curve at the Northwest corner of Lot 1. Block 1, Tower Addition and the Northeast corner of the called 0.418 acre tract described in the deed to City of Denton recorded in Document Number 2014-9496 of the said Real Property Record,,,: THENCE North 88 Degrees 36 Minutes 00 Seconds West with the North line of the said 0.418 acre tract a distance of 135.0 feet to a 1,`2 inch iron rod found at the Northwest corner thereof oil the East side of Mayhill Road, THENCE North 02 Degrees 03 Minutes 00 Seconds East along the East side of Mayhill Road with the West line of the said 84,8193 acre tract a distance of 132A feet to a I inch iron rod found at the Northwest corner thereof. THENCE South SS Degrees 36 Minutes 00 Seconds East with the North line of the 84.8193 acre tract passing at a distance of 51.9 feet a 1/2 inch iron rod found at the Southwest corner of Lot 1, Block A. Mayhill Road Addition as shown by the plat thereof recorded in Cabinet Y. Page 761 of the said Plat Records and continuing with the South line thereof, in all. a total distance of 1,450.1 feet to a 1/2 inch iron rod found at the Southeast corner thereof and a reentrant corner of the called 3.000 acre tract described in the deed to the ity of Denton recorded in Document Number 2003-109440 of the said Real Property Records: THENCE South 26 Degrees 08 Minutes 00 Seconds East across the 3.000 acre tract passing the South line thereof and continuing across the said 84.8193 acre tract. 27 feet Southwest of and parallel with a 60-ft. Sanitary Sewer Easement recorded in Volume 410, Page 231 of the said Deed Records, a distance of 1.071.9 feet; THENCE South 01 Degrees 46 Minutes 00 Seconds West continuing across the 84.8193 acre tract passing the South Iiiie thereof and the North line of the above mentioned 45.648 acre tract a distance of 1 .046,7 feet to the Northwest conier of Lot 1. Block I. Pecan Creek Water Waste Reclamation Plant Addition as shown by the plat thereof recorded in Cabinet H. Page 209 of the said Plat Records: THENCE South 01 Degrees 46 Minutes 00 Seconds West with the West fine of Lot 1, Block 1. Pecan Creek Water Waste Reclamation Plant Addition a distance of 1.334.12 feet to the Westerly Southwest comer thereof at the beginning of a curve to the left having a radius of 363.3 feet: THENCE Southeasterly with the South line of Lot 1. Block 1, Pecan Creek Water Waste Reclamation Plant Addition, along the arc of the said curve, an arc length of 574.5 feet (chard bearing South 43 Degrees 13 Minutes 00 Seconds East a distance of 517.4 feet) to the end of the said ciu-ve on the North side of Foster Road: THENCE South 88 Degrees 10 Minutes 00 Seconds East along the North side of Foster Road with the South line of Lot 1. Block 1. Pecan Creek Water Waste Reclamation Plant Addition a distance of 588.2 feet to a reentrant comer thereof: THENCE South 00 Degrees 52 Minutes 00 Seconds West crossing Foster Road and passing the Northerly Northeast comer of the called 36.082 acre tract described in the Specific Use Permit #171 and continuing along the same course. in all. a total distance of 273.5 feet. more or less, to a reentrant comer thereof-. THENCE North 88 Degrees 27 Minutes 00 Seconds West with the North line of the Specific Use Permit #171 a distance of 1.143.66 feet, more or less, to the East line of the above mentioned Specific Use Permit #204: THENCE North 00 Degrees 41 Minutes, 00 Seconds East with the East line of the Specific Use Permit #204 a distance of 249,2 feet, more or less. to the Northeast corner thereof on the South hile of the called 440 acre tract of land described in the City of Denton Aimexation Ordinance Number 81 -94. THENCE North 88 Degrees 46 Minutes 00 Seconds West with the North fine of the Specific Use Permit #204 and the South Iiiie of the said 440 acre tract a distance of 1.8'15.66 feet to the PLACE OF BEGINNING and enclosing 156.9 acres of land, more or less, �-- I PLIMIN I E110,004 SO w Site w E Parcels DENTON llninniinq 11 ella.'airtl.moM - GIS Streets a 170 ma fflo �F-t Exhibit 3 Zoning Map EC 111111 / ICG j0� 7J EC-C IIIIIIIIIIIIIIIIIIIIIIIIIIIII / / /j/// / / /// EC -C G j "' 111111 icc RCR 1 '.:' Illlllllllllllllllllllllllllllllll :: , " " " "' IIIIIIIIIIII IIIIIIIIIII w llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll Site � ❑� Parcels DENTON Exhibit 4 513 -0007 Project Narrative Exhibit B Special Use Project S13-0007 Project Narrative Project Description /Summary The City of Denton Solid Waste and Recycling Department is applying for a Special Use Permit for 150.74 acres that is adjacent to the 252 acre site currently being utilized for land filling and other municipal solid waste activities. The City owns all tracks of land in the proposed SUP area and operates the 252 acre site as a Type I municipal solid waste facility which is regulated and permitted by the Texas Commission of Environmental Quality (TCEQ). This special use permit will provide the community with adequate municipal solid waste service capacity for more than fifty years. Site History The City of Denton landfill began operations in 1984 on 32 acres within the existing special use permit area. The facility was expanded and upgraded to meet new federal and state design and operating criteria which resulted in the issue of a new permit on October 3, 1997 the Texas Commission of Environmental Quality (TCEQ) as permit 1590A to the City of Denton to operate as a Type I municipal solid waste facility. This permit allows the facility to operate between the hours of 7 a.m. to 7 p.m., accepting approved municipal solid waste. All solid waste disposed at this site is covered daily and managed in accordance with the provisions included within this permit. This site has quality control measures in place that allow it to operate in a proactive and sustainable manner, utilizing all available air space to its fullest potential. Surrounding Property Uses The subject property is surrounded by property owned by the City, County and private landowners with a variety of zoned land uses. North of the subject property is a city owned building; east is city owned property that houses the waste water treatment plant; south is the city owned property that houses the current 252 acre landfill facility which currently has a special use permit as a municipal solid waste facility. On the West side of the subject property starting from north to south is a large Denton County office complex, a communication tower and several city owned tracts and all of these properties and zoned Industrial Center General "IC -G ". Road access and utilities are currently available and of adequate capacity to support this tract of land. SY P,9 a� MEP sat Ph- Exhibit 5 Site Plan 1 I. � n19 ESS A a0 ii R❑ va R 331.3' R, ED "13 I EI as❑ I M f oR �— - : ✓� '.g. tea. G Y-\ 156.9 ACRE S.U.R. °s .n, n -n RT,E. F. L r aIa II 36,082 ACRES IN S.U.P. S -171 199.5 ACRES IN S.U.P. S -204 i 9.11 ACRES IN S.U.P. S08 -0005 n Ili 147.79 ACRES IN PROPOSED S.U.P. it 392.482 ACRES TOTAL COMBINED '_ a`• a ...: JII \\ s 2 fQ __..... _ -__ __......__ - -_ . -_- 5 m r �I�U� I � II I' I!f 330 I SY \, P KE . G ._.... _ .. _. �i LEGEND THIS DOCUMENT WAS PREPARED UNDER 22 TAG ¢663.21, DOES NOT •• •• •• I EIISnNO PERF e0 N UN11R1 REFLECT THE RESULTS OF AN ON THE GROUND SURVEY, AND IS NOT TO BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY EXCEPT — LNNOEILL TRACT LINES THOSE RIGHTS AND INTERESTS IMPLIED OR ESTABLISHED BY THE CREATION LE" OR RECONFIGURATION OF THE BOUNDARY OF THE POLITICAL SUBDIVISION PILUTED LOT LINES FOR WHICH IT WAS PREPARED. NEW S.U.P. BOUNDARY .._.__..._ SURVEY LINE PROPOSED SPECIFIC USE PERMIT EXHIBIT f Coleman & Assoc. a o Land Surveyingti 56.0 AGPES IN THE CLIENT o pO ALrcEa SURVEY A1330 CITY OF DENTON LANDFILL , p.. mCE ENTON p I1. •yl( Site w E Parcels DENTON llninniinq 11 ella.'airtl.moM - GIS Streets a 170 ma fflo �F-t 1 Exhibit 7 S13-0007 October 23, 2014 Planning and Zoning Commission Minutes 4. MI13LIC" HEARING: A. Hold _a_pa b L ii L4EiLi ELcL c>ns der maki � a recommendation to C;' t�_C "oUnc l 1209 �c��ng_ S ecific l-7se Permit SIJP tc> allow clevelc> meat c>f sanitar landfill and ieavy manuLa2ta11 p, use oj1 a p1c� located P a Industrial Center General (iC;' -(�� rc>��n �_��cI use district on a roxii-rr, i:ly 149 acres. The saib'ect rc> ert is penerall located east of C( het sm th of Mc K incy �t crt _�.S' -�:�0( C" tY_c>f Denton Landfill. Nana ADDiah) This item was continued from the October 8. 2014 meeting, 2 3 Lockley introduced Appiah. Appiah stated this item was continued from the October 8, 2014 4 meeting. He provided background information on this request. Ordinance No. 83 -92 (S -191); 5 provided for a Specific Use Permit (SUP) on 36.082 acres for the use as a Municipal Sanitary 6 Landfill. Ordinance No 95.052 (S -204); provided for an SUP on 199.5 acres which expanded S- 7 171 to include adjacent areas south and west of the property. Ordinance No. 2008 -282 (S08- 8 005); provided for an SUP on 9.11 acres for Heavy Manufacturing Use. 9 10 The proposed request is for an SUP to utilize approximately 147.74 acres for Sanitary Landfill; 11 and use an existing building (Building No. 9) on the property for heavy manufacturing. He 12 provided site photos and the Denton Development Code (DDC) requirements. Staff sent out 12 13 Public Hearing notices to property owners within 200 feet of the subject site; and 60 courtesy 14 notices to property owners within 500 feet of the subject site. At this time staff has received one 15 (1) returned response opposed to the request. 16 17 The Development Review Committee recommends approval of this request based on the 18 following conditions: 1. the property owner shall construct a "Type D" buffer along the 19 boundary of the western and northern property lines, except on the portions of the boundary that 20 have existing structures. A "Type D" buffer is a thirty (30) foot planted strip that includes a 21 combination of 8 evergreen and deciduous trees and 20 shrubs per 100 linear feet; 2. each 22 Section of the buffer shall be constructed prior to using it for depositing debris. In instances 23 where the property owner chooses to construct a building along the western property boundary, 24 then a buffer shall not be required along the space occupied by the building; and 3. this proposed 25 SUP shall comply with all conditions outlined in Section 35.6.4 (Approval Criteria for an SUP). 26 27 Strange questioned if the buffer could be removed and building could substitute as the buffer; 28 Appiah agreed. Strange questioned the buffer to stay in place and the building is placed outside 29 the buffer. Appiah stated he and the Solid Waste Department discussed that, and the state 30 requires that there be a certain distance away. He stated with the proposed buffer and if a 31 building were added it would take up too much space. This is the most intense buffer. 32 33 Bentley referred to the buffer issue; he feels that condition two (2) should state that the building 34 should comply with buffers for that potential use based on the DDC. He stated the option for an 35 A, B, or C buffer should be left in the condition. Appiah stated the elevated wall would serve in 36 place as the buffer. Bentley stated that is not listed in what was presented before this 37 Commission. 38 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Briggle questioned the number of acres. She stated the backup material shows different acreage. Appiah stated some of it is referred to as the previous SUP's on the property. The actual acreage for the site is 392.482 acres. Taylor questioned if the proposed acres are center for the SUP. Appiah stated the legal description would be provided before City Council stating the use for that section. Reece requested the applicant to speak. Vance Kemler, General Manager, Solid Waste Department. Kemler stated he represents the applicant in the request to expand the SUP to the north. Reece opened the Public Hearing. Yovvonne Mafzinger, 3919 Gayla Drive, Denton, Texas. She did not wish to speak, her comments on the card read: the smell, the creek, containment from lake from garbage runoff into lake. Kathy Symula, 1000 S. Mayhill Road, Denton, Texas. Symula stated she lived on her property 25 years ago; she has recently been back on her property for the last two years. The smell from the landfill is horrible. She requested a copy of the site plan that was rendered. She stated she is unfamiliar with buffers and how they work. She stated she isn't sure if this is the only meeting to be held; however, she would like the opportunity to attend other meetings to oppose the request. Bentley questioned if her property will be torn down with the new expansion of Mayhill Road. Symula stated she owns five acres, they purchased one of her acres closest to the frontage road for the expansion, she will still reside on her other four acres. Reece requested Appiah provide her a copy of the site plan; Appiah provided the copy. Joe Doye, 5956 Sherry Lane, 91000, Dallas, Texas. Doye stated he represents the family that owns approximately 125 acres across the street from the landfill. There has been a lack of notification to the property owners. He stated they received no notification since they are within 200 foot of the subject site. The only way he found out about this request was by one of the neighbors. He stated he noticed there have been discussion with staff and the landfill over the past year, approximately eight times. He hasn't received any communication with them in regards to this request. He stated he is clueless to the request, and against it. He stated there were conditions put on the landfill years ago to one of the previous SUP's. Doye stated it is confusing that they haven't been invited into any discussion. He requested the request be turned down or continued to another meeting to allow him to speak with the applicant. He stated he legally should have received a notification since he is located within 200 feet of the site. Reece deferred to staff. Appiah stated notices were sent to property owners within 200 and 500 feet of the subject site. He has a list of the property owners within the 200 feet, and can provide it to the citizen. The list is driven by the tax office. Appiah deferred to the applicant in regards to meetings with the citizen and the applicant. Bentley questioned the conditions put on the original landfill that the citizen discussed. Appiah stated this SUP is separate, so the conditions from previous SUP's would not carry over to this SUP. Bentley stated that is vaguer, there could have been conditions in regards to smell control and such, and those could be conditions that should be transferred into this SUP. Appiah deferred to the applicant to clarify. He stated the first SUP didn't have any conditions of approval. E? 1 Bentley questioned why some of the items are not listed within the conditions. Appiah stated the 2 buffer would be a Type D buffer, which is what staff felt comfortable with. If they decide to 3 build another building the wall from the building would serve as the buffer, it was discussed to 4 screen the building to help with the view of it. 5 6 Taylor stated the previous SUP is listed in the backup materials and it has all the previous 7 restrictions. 8 9 John Duncan, 1202 Panhandle, Denton, Texas. He stated he owns 1000 S. Mayhill Road. His 10 family has lived on the 1000 S. Mayhill Road since 1966. They have put up with the odor from 11 over the years, the site is a lot better; however, it is still there. He questioned what would be 12 placed on the site. He stated he hasn't received much information for the proposed site. 13 14 Dudowicz questioned Doye where the site is he is representing. Doye identified the location at 15 Spencer Road and Mayhill Road. There was no one else to speak on the item. Reece closed the 16 Public Hearing. He requested the applicant to provide clarification. 17 18 Kemler stated the agreements referenced have nothing to do with the SUP; they had to do with 19 the permit. They were signal lights and other items; those have been taken care of Reece 20 questioned if a neighborhood meeting was held; Kemler stated there was no SUP neighborhood 21 meeting held. There will going forward be meetings for the permitting and expansions. Conner 22 questioned what the heavy manufacturing is proposed for Building nine (9). Kemler stated the 23 bio- diesel production facility. Conner stated people misconstrue what heavy manufacturing is. 24 25 Taylor questioned the potential runoff. Kemler stated he is unaware of the area the citizen spoke 26 on; he would need to receive more clarification from that citizen. Taylor questioned if the site is 27 monitored; Kemler stated it is monitored and there is a lot of staff that are designated to pick up 28 the litter at the fence perimeter. 29 30 Commissioner Frank Conner motioned, Commissioner Devin Taylor seconded to approve this 31 request based on staff's conditions. Strange stated he is concerned about the property owner 32 within 200 foot radius that received no notification of this request. He stated he is aware the 33 process needs to move forward in the process. He also feels a neighborhood meeting needs to be 34 held. Leal stated a Superior Motion could be made to supersede Conner's motion, if the Superior 35 Motion is approved. It could be to continue the meeting to a date certain. 36 37 Commissioner Jim Strange motioned, Commissioner Brian Bentley seconded the Superior 38 Motion to continue this item to a date certain. Leal stated if no further information is provide the 39 motion would pretty much expire. Strange stated he would update his motion to include a date 40 certain so the applicant can hold a neighborhood meeting to include the property owner within 41 the 200 feet of the subject site. 42 43 Taylor stated this permit has been under review for approximately 11 months. It is a big deal for 44 this Commission to act on an item and not to exceed a long period of time. He stated he is aware 45 landfills are a heavily regulated area. This hearing still has to go before City Council, and that 46 would allow time for the applicant to hold a neighborhood meeting, and to meet with the 9 1 property owner located within the 200 feet of the subject site. There are unfortunate times where 2 the letters get lost in the mail. Taylor stated the mailings get sent to those on the tax roster, this 3 could have been an issue as well with them not receiving the notification. Bentley agreed; 4 however, he doesn't feel the rush to send this before City Council at the end of the year when 5 they have other projects to work on. 6 7 Commissioner Jim Strange motioned, Commissioner Brian Bentley seconded the Superior 8 Motion to continue this item to a date certain so the applicant can hold a neighborhood meeting. 9 Motion carried (4 -3). Commissioner Jim Strange, aye, Commissioner Brian Bentley, aye, 10 Commissioner Frank Dudowicz, aye, and Commissioner Amber Briggle, aye. Commissioner 11 Frank Conner, nay, Commissioner Thom Reece, nay, and Commissioner Devin Taylor, nay. 12 B. Hold a otiblic hearin 4 and consider making a recommendation to Citv Council re )ardin Dentons _ Cip tt Lie s ve Plan. 'g ___ (('A l 1-IM04� C "c>m rehensive flan I c>n Men ga it This item will be continued to the November 5 2014 meet I 13 14 Brian Lockley stated this item will be continued to the November 5, 2014 meeting. Menguita 15 stated staff requested to continue this item. Chair Thom Reece opened the Public Hearing. 16 17 Commissioner Brian Bentley motioned, Commissioner Frank Conner seconded to continue this 18 item to the November 5, 2014 meeting. Motion approved (7 -0). Chair Thom Reece, aye, 19 Commissioner Jim Strange, aye, Commissioner Frank Conner, aye, Commissioner Devin Taylor, 20 aye, Commissioner Amber Briggle, aye, Commissioner Brian Bentley, aye, and Commissioner 21 Frank Dudowicz, aye. 22 C. Hold a ptiblic hearin 4 and consider making a recommendation to Cit) Council re )ardin a rezoning from NeigLibglIIoL(2 L Residential 4_( - ��_to_C'omm� ,in I Mixed -Jse (�ener�l�C;'1�1_ ( c>n a rc>ximate 7.02 acres c>f land. The saib`ect ro� ert is penerall located c>n the northwest corner of the intersection o� ���s��y_1 ��� �F1�1 2181 ��c� �t����c>1y _y.-Creek t�c>�tcl._ 14 -0017. S2 routs. Mike Bell ����� 23 24 Lockley introduced Bell. Bell provided the request. He stated the site is located at the northwest 25 corner of Teasley lane and Hickory Creek Road. The Kroger Shopping Center is located to the 26 southeast. The existing zoning is Neighborhood Residential -4. The proposed zoning is 27 Community Mixed Use General (CM -G). The current Future Land Use is Neighborhood Center, 28 based on the 1999 Denton Plan. The proposed Future Land Use is Community Mixed Use, based 29 on the Denton Plan 2030. Bell provided the mobility plan; Teasley Lane is a Primary Major 30 Arterial, it is Texas Department of Transportation roadway, it is proposed to be a six lane divided 31 road. Hickory Creek Road is proposed as a Primary Major Arterial, and also six lane divided 32 road. 33 34 Staff sent out 18 Public Hearing notices to property owner within 200 feet of the subject site, and 35 69 courtesy notices to property owners within 500 feet of the subject site. At this time staff has 36 received one (1) returned response, in favor of the request. The Development Review Committee 37 recommends approval of this request. 10 Exhibit 8 S13 -0007 January 21, 2015 Planning and Zoning Commission Minutes 1 Commissioner Devin Taylor motioned, Commissioner Brian Bentley seconded to approve this 2 request based on staff's conditions: 1. prior to platting approval, deed restrict the expanded ESA 3 (approximately 4.99 acres) along the stream bank. The deed restrictions must include a perpetual 4 maintenance provision for any open space by the homeowner's association. 2. Remove all trash 5 and debris accumulated in low lying areas of the site as needed. 3. Prior to the issuance of 6 building permits for any structure, re- vegetate the ESA and adjacent areas with native plants. 4. 7 Prior to the issuance of building permits for any structure, provide an earthen nature walking trail 8 with interpretative signage along the stream channel; and 5. Prior to the issuance of building 9 permits for any structure, utilize bio- engineering controls for channel stabilization, which may 10 could include live staking /plantings, coir logs and fiber rolls, revetments , fascines, riprap with 11 vegetation, or gabions with vegetation. Motion approved (7 -0). Commissioner Brian Bentley, 12 aye, Commissioner Frank Conner, aye, Chair Thom Reece, aye, Commissioner Frank Dudowicz, 13 aye, Commissioner Devin Taylor, aye, Commissioner Jim Strange, aye, and Commissioner 14 Amber Briggle, aye. 15 B. Hold _a_pa b L ii L4EiLi ELL LL )ns der Makin a recommendation to C;' t�_C "oUnc l 12COEW!9_ Specific Use Permit St71' tc> allow fc>r ex ansic>n c>f the Ma nici al Sc>licl Waste Landfill and associated Solid Waste and I�.e�y��iP� tic >a�nc�_s��v_i��s_c>����t�c>1ts ��c� �c�a��p����t the pro osecl 148.0 acre S�JI' tract. The saib'ect rc> ert is located north of Spencer Road on the east side of Ma IIjL _L�Lacl,_jjjcL is owned_ 2 y_c>f t��ntc>n. �� � �- ������7� 1�/tapntg�p�t� L,andflll Expansion, Mike f3eIll 16 17 Lockley introduced Bell. Bell provided the location and zoning maps. In 1983, a Specific Use 18 Permit (SUP) was granted for landfill on 36 acres to the southeast. In 1995, an SUP for 199 acres 19 for landfill expansion to the south was granted. Then in 2008, an SUP for Heavy Manufacturing 20 on 9.11 acres within the site was granted. This request is for a 147.79 landfill expansion, and to 21 allow Heavy Manufacturing in Building 9. Staff sent out 12 Public Hearing notices to property 22 owners within 200 feet of the subject site, and 28 courtesy notices to property owners within 500 23 feet of the subject site. At this time staff has received two (2) returned notices in opposition of 24 the request, and one (1) neutral to the request. 25 26 The Development Review Committee recommends approval of this request based on the 27 following conditions: 1. The property owner shall construct a Type D buffer along the boundary 28 of the western and northern property lines, except on portions of the boundary that have existing 29 structures; 2. The buffer shall be constructed prior to using the property for depositing debris. 30 31 Strange stated he has concerns that the neighborhood meeting that was held was right before 32 Christmas so it wouldn't have given the opportunity for many people to attend. He received a 33 call from a citizen that had concerns that haven't been addressed yet. He requested that this 34 Commission consider continuing this item to allow time for the applicant and the citizens to meet 35 again to discuss their concerns. Bell stated if that is something this Commission requests then it 36 can be accepted. Reece opened the Public Hearing. 37 38 Vance Kemler, General Manager with Denton Municipal Electric. Kemler stated they have been 39 working on this project for a number of years. There will be a 30 foot Type "D" buffer. The 40 zoning has already been discussed; there aren't many residential homes in the area. The City has 10 1 already purchased many of those homes. The proposed additional are a good distance from the 2 neighboring northern developments. He stated the open house and public meeting were held. 3 There were three general comments that were received. The first was related to the comments in 4 the Public Hearing, the issue concerning the trash in the streams. The landfill has a litter fence 5 surrounding the property to collect debris. The other item discussed was the odor, that was 6 detected from a gas leak in a transmission line; which has sense been repaired. The last 7 discussion was a request for a sound barrier wall; he stated that is not an issue for his department. 8 There were a few individuals that requested this expansion be considered for another location. 9 10 Reece questioned if Strange received responses to his questions. Strange stated not directly; he 11 stated the citizen attended the neighborhood meeting. He questioned the citizen's concerns at that 12 time. Kemler stated the citizen provided comments; he requested other development details on 13 Mayhill Road, and buffer concerns. Strange stated the citizen requested additional information. 14 Kemler stated he requested charts and drawings of the site. He stated PDF's were sent to him; 15 then he asked for additional information. Those were draft documents related to the facility; he 16 stated those documents took a while to research. Those documents were sent to Doye within the 17 last week; prior to this meeting. 18 19 Conner questioned if the existing entrance at Mayhill Road and Spencer Road will change. 20 Kemler stated when Mayhill Road is widened the current intersection will move to the west a 21 few hundred feet. The existing Mayhill Road will then be the buffer to the land once it has been 22 widened. Conner questioned if the existing truck wash station and gas pumps will remain where 23 they are; Kemler confirmed. Briggle questioned what would happen to the landfill if this SUP 24 isn't granted. Kemler stated then it wouldn't be able to meet the City Council mandate. He stated 25 they have looked at other properties in Denton County for the landfill; however, with the Barnett 26 Shale it makes it difficult to place the landfill in certain places. 27 28 John Duncan, 1201 Panhandle, Denton, Texas. Duncan stated he has owned the property across 29 from the subject site since 1966. He stated they are against the expansion. 30 31 Joe Doye, 5956 Sherry Lane 91000, Dallas, Texas. Doye stated he would like to address the 32 comments of this Commission and Vance Kemler. There was a public hearing on December 18, 33 2014, he attended the meeting. He called Kemler the Friday following the meeting to request 34 additional information. He received the information the following Monday, when he was out of 35 the office and was later informed he would need to complete an Open Records Request. He 36 stated on December 26, 2014, he requested additional information; he didn't receive a response; 37 then on January 5, 2015, he contacted the City and was told the request was being processed. He 38 didn't receive the requested information until Thursday of the following week. He stated he 39 hasn't had a chance to fully research the information and to meet with Kemler. He requested that 40 this Commission grant more time in order for him to complete more research. 41 42 Kathy Symula, 1000 S. Mayhill Road, Denton, Texas. Symula stated she hasn't been aware of 43 what is going on during this process. She states she has contacted Kemler and Patty Wright 44 approximately ten times. She complained of smells of odors. She stated the odor is not coming 45 from the mentioned gas leak. She stated when this project was planned the traffic wasn't taken 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 into consideration. She stated there is probably another location where this landfill can be developed. Reece closed the Public Hearing. Bentley questioned with the proposed expansion of Mayhill Road, would the operations at the landfill use the old Mayhill Road as an interior part of the landfill. Kemler confirmed. Bentley questioned where the proposed Type "D" buffer would be placed. Kemler stated along the east side of the proposed Mayhill Road. Bentley stated to the west of the existing Mayhill Road; Kemler confirmed. Conner referred to the individuals that spoke in opposition of the request. He questioned if those houses would be removed for the proposed Mayhill Road expansion. Kemler stated Symula's property at 1000 S. Mayhill Road will remain where it is. There are no longer any other houses; the City purchased the land and demolished the houses. Dudowicz stated this Commission needs to receive better plat maps and information for the expansion. He stated he would recommend continuing this item to a future date. Taylor stated the item before this Commission is for the SUP, it doesn't have anything to do with the layout of the intersection. The landfill has changed a lot of the years and will continue to change a lot over the years. This SUP has been in process for over 14 months; he stated he would recommend approval. Briggle stated she would second. Strange requested Legal input. Leal questioned if the motion would include staff's conditions. Taylor stated to approve the request with staff's conditions. Strange stated he will not support the motion to move forward with this item. He reviewed Doye and staff's timeline for the request and response time. He stated that doesn't allow enough time for the applicant to research the received documents. He stated he doesn't feel that staff has responded in a timely manner. Conner stated he agrees with Strange and Taylor. Reece stated Doye and the City still have time to meet and discuss any concerns prior to the City Council meeting. Bentley stated he cannot support Taylor's motion. Dudowicz stated he agrees with Bentley and Strange. Taylor questioned an adequate time for staff and the citizen to deliberate and then come back before this Commission. Strange stated he would be okay with pushing the item back two meetings in the future. Dudowicz stated this Commission should receive the status timeline on the information requested. Briggle stated she would second to continue the item, since this Commission has brought up some good points. Leal stated a superior motion needs to be made to continue the item. Commissioner Jim Strange motioned, Commissioner Frank Conner seconded to continue this item to the February 18, 2015 meeting, and staff shall provide an update on the progress to this item. Motion approved (7 -0). Commissioner Brian Bentley, aye, Commissioner Frank Conner, aye, Chair Thom Reece, aye, Commissioner Frank Dudowicz, aye, Commissioner Devin Taylor, aye, Commissioner Jim Strange, aye, and Commissioner Amber Briggle, aye. C. Hold _a_pa Ll L ii L4EiLi ELcL c>ns der maki a recommendation to C;' t�_C "oUnc l 1�;_g�EW! _ r� rc>nin& C -c»a 1-f e l�borhood Residential 3 (N1� 3 � tc> 1�f � � ��bc���hc>oc� Residential 4 �1�f 1� �j c> __ _ __ _ _ _ � s._The sa�b���t p1c���t� �s �ner���y �c>��tgc�_c>r- the-northeast -corner of Sherman Drive "FM 428 and 1�_in w Row. 14 -0020 Hunters Bend Mile Bell 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Exhibit 9 S13 -0007 February 18, 2015 Planning and Zoning Commission Minutes E. Consider a Final Plat of the Bone Daddy's Denton Addition. The approximately 2.194 acre property is generally located west of North Interstate 35 East, on the northwest corner of North Interstate 35 East and Wind River Lane, within the M.E.P. & P.R.R. Company Survey, Abstract No. 950. The property is located within a Regional Center Commercial Downtown (RCC -D) zoning district and the Alternative Environmentally Sensitive Area Plan approved by Ordinance 2006 -138. (FP14 -0020, Bone Daddy's Denton Addition, Julie Wyatt) Reece stated Consent Agenda Item 3C will be moved to be heard as an Item for Individual Consideration. Commissioner Jim Strange motioned, Commissioner Frank Conner seconded to approve Consent Agenda Items 3A, 313, 3D, and 3E. Motion approved (7 -0). Commissioner Jim Strange, aye, Commissioner Frank Conner, aye, Commissioner Brian Bentley, aye, Commissioner Amber Briggle, aye, Commissioner Frank Dudowicz, aye, Commissioner Devin Taylor, aye, and Chair Thom Reece, aye. 4. ITEM FOR INDIVIDIJAL CONSIDERATION: A. Consider making a recommendation to Cit Council r 4 a Specific 1Jse 1?ermit SIJI? to allow Vic» xp s c> c> the_M unicioal Solid /aste Landfil L and-associated-So lid -Waste end IZec clin 4round services o �erations and e ui ment store 4e on the ro osed 14.0 cre_St._JP_tract._TW subi(�gt_pawp Kty is looted forth —of Soencer the east side of Ma hill I oad. and is owned b the Cit of Denton. 'S13-0007.1 Municipal Landfill This item _ was _con_ t mied_ from _ the _jam_ 'Lr Zoni Comm s c' s Mauladad introduced Bell. He provided the location map and zoning map. In 1983, a Specific Use Permit (SUP) was granted for landfill use on 36 acres to the southeast. In 1995, an SUP for 199 acres was granted for a landfill use expansion to the south. Then in 2008, an SUP for Heavy Manufacturing on 9.11 acres was granted within the site. The current request is for a landfill expansion on 147.79 acres; and Heavy Manufacturing which the use currently exists is being proposed in Building 9. Staff sent 12 Public Hearing notices to property owners within 200 feet of the subject site, and 28 courtesy notices to property owners within 500 feet of the subject site. At this time staff has received two (2) returned responses opposed to this request, and one returned response neutral to the request. The Development Review Committee recommends approval of this request based on the following conditions: 1. The property owner shall construct a Type D buffer along the boundary of the western and northern property lines, except on portions of the boundary that have existing structures. 2. The buffer shall be constructed prior to using the property for depositing debris. Bentley requested clarification on Condition 1. He stated when this item first came before this Commission, staff Nana Appiah presented that the future buildings would serve as a buffer. He stated the wording in Condition 1 is vague. There needs to be clarification on how close the :] 1 building can be placed to the buffer. Bell stated the buffer would intersection with the existing 2 building. Leal questioned the use of the building; he stated that could provide clarification for the 3 questioned condition. Vance Kemler, General Manager for Solid Waste, stated there are two 4 buildings; their addresses are 1001 South Mayhill Road, Buildings 101 and 102. He stated the 5 use of those offices is a combination of office space and warehouse space. They are currently 6 businesses. He stated one of the buildings is a research and training site. The buildings have been 7 there for approximately 25 years. Bell stated the condition could be amended to state that if the 8 buildings are removed then a specific buffer would be required. 9 10 Bell stated as far as the realignment for Mayhill Road, there will be approximately an 80 foot 11 landscape buffer. Strange questioned when the expansion of Mayhill Road would be completed. 12 Bell stated he doesn't have that information. Conner questioned why this Commission hasn't 13 received an updated drawing to show the expansion of Mayhill Road. Bell stated the drawing he 14 has provided indentifies the points that were needed for this item. Bell stated the City should 15 have more detailed drawings for the expansion of Mayhill Road. Reece opened the Public 16 Hearing. 17 18 Barbara Holeman, 13694 State Highway 59 N, Montague County, Texas. Holeman stated she 19 was raised on Mayhill Road. She stated they have sold a portion of their property for the Mayhill 20 Road expansion. She stated she is proud of the proposed expansion; however, she is concerned 21 about the landfill expansion. She doesn't want travels along that road to have to see a landfill. 22 23 Marilyn Haggard, 5300 Whiting Way, Denton, Texas. Haggard stated she didn't receive a notice 24 of this expansion; although she should have. She questioned who is in- charge of this expansion 25 and the proposed plans. She stated she would like to see the City make up their minds about the 26 proposed developments and follow through. 27 28 Joe Doye, 5956 Sherry Lane, Dallas, Texas. Doye stated since the January 21, 2015, meeting, he 29 would have liked to have made a negotiation or understanding. He stated at this time the only 30 discussion has been done through an Open Records Request. He stated previously, he received 31 the requested Open Records Request information less than a week prior to the January 21, 2015 32 meeting. He started another Open Records Request, which he received those items Friday prior 33 to this meeting. Currently, there is still an outstanding Open Records Request. Doye requested 34 time from this Commission to allow time for himself and the City to come to an understanding or 35 negotiation. There has been no site plan provided, and no definition of buffers. 36 37 Bentley requested Doye to indicate his property on the provided aerial map. Doye provided that 38 information. Strange questioned what Doye's concerns are. Doye stated he would love to see the 39 landfill moved to another location. He would like to see the definition of the proposed buffer. He 40 would like to see a site plan and master plan for the development. The other issue is the time 41 table for the 20 year proposed development. There are traffic flow concerns that haven't been 42 addressed. Doye stated he would like more time on this issue. Strange stated this item has 43 already been continued twice. He questioned how much longer Doye would need. Doye stated 44 his concerns haven't been addressed, and the Open Records Request is a process. He would like 45 to see this continued for three months to work with staff on this item. 46 1 Bentley questioned Doye on what proposed tenants he would have on his potential space. Doye 2 stated he received Letters of Intent previously from Kohl's, Sam's Club, and Home Depot. He 3 stated most of those developers that were turned down are all at the Rayzor Ranch Marketplace. 4 He stated there are three major tenants willing to work on the property that are in the process; 5 however, he cannot reveal their information. He added that there would be some residential 6 added into the development. Conner questioned which direction the tenants would face. Doye 7 stated it would have to be an inline facing. 8 9 Reece requested clarification from Legal for what is exactly being considered at this time. Leal 10 stated this is a Specific Use Permit under the Denton Development Code (DDC). He stated 11 within the DDC there are zoning districts throughout the City with uses permitted by right; and 12 those subject to special screening. Leal stated that is what is before this Commission at this time. 13 He added that staff has conditions as well. Taylor requested clarification on the buffer. Bell 14 stated per Subchapter 13 of the DDC, a Type "D" buffer requirement is a 30 foot planting strip. 15 16 Bentley stated he does see the SUP moving forward in the future for this development; the 17 landfill will not end up moving locations. However, he is uncomfortable with the way this 18 process has been done. He stated for the residents and the developers they need to all know what 19 is going on for the proposed development. There is no reason to rush this proposed development. 20 There were comments made in regards to citizens as minority stakeholders; that is degrading to 21 those citizens. Bentley stated he would motion a 90- day continuance and for staff to schedule 22 the item to come back after the full 90 days has passed. Strange stated he would second the 23 motion. 24 25 Commissioner Brian Bentley motioned, Commissioner Jim Strange seconded to continue this 26 item to 90 full days in the future. Motion failed (2 -5). Commissioner Brian Bentley, aye, and 27 Commissioner Jim Strange, aye. Commissioner Devin Taylor, nay, Commissioner Frank Conner, 28 nay, Commissioner Frank Dudowicz, nay, Commissioner Amber Briggle, nay, and Chair Thom 29 Reece, nay. 30 31 Briggle stated she is in favor of the SUP with staff's conditions. Reece questioned if she would 32 include the addresses of the existing buildings into the motion. Briggle confirmed. Conner stated 33 he would second. Bentley stated as he had stated before, he is sure this SUP will pass; however, 34 he cannot support the item moving forward at this time. He doesn't agree with the way the City 35 is treating the residents. Strange agreed with Bentley; he stated this item has been postponed 36 twice. There needs to be opportunity for all parties involved. As a Commission we have done 37 what we can to address concerns within a reasonable time. Bentley stated he would like these 38 comments to be forward to City Council. 39 40 Strange stated when items come before there this Commission that have to do with zoning or an 41 SUP there is usually a site plan and detailed drawings provided. He stated in this case that was 42 not provided. Those documents should have been shared with the citizens, Commission, and 43 stakeholders. He added since this was not done he cannot support this motion. 44 45 Commissioner Amber Briggle motioned, Commissioner Frank Conner seconded to approve this 46 request based on staff's conditions with amendments: 1. The property owner shall construct a 11 1 Type D buffer along the boundary of the western and northern property lines, except on portions 2 of the boundary that have existing structures. (1001 South Mayhill Road, Buildings 101 and 102) 3 2. The buffer shall be constructed prior to using the property for depositing debris. Motion 4 carried (5 -2). Commissioner Amber Briggle, aye, Commissioner Frank Conner, aye, 5 Commissioner Devin Taylor, aye, Commissioner Frank Dudowicz, aye, and Chair Thom Reece, 6 aye. Commissioner Brian Bentley, nay, and Commissioner Jim Strange, nay. 7 C. Consider--a F_in_ al _ .epjitt _of I ot_tL�,_BLc)�Lc_A,_ Sect_ion_ _- 3__o_ f_t e- -T _ m_ bers__ApitttLq�Ll _ is Addition. The at�proximately 2.519 acre ro ert y is �enerall located on the east side o1 Rudd c c � 11 St re �t _ Qroxi� t tee 950 feet south of E I -Jn v_�1s�ty_Driv ��7 �._ 3��� ��c� i, -La� feet north of Min w Road within the Wrn, Crenshaw Serve i Abstract No, 318. The p1Lc2pg ty is looted within a Downtown Residential 2 (Dl� -Zy rc>��n�_d stl ct _�F1� 1� �2���� Ruddell Street Holdin 4s. Mike Bell _ �� 8 9 Mauladad stated staff recommends Consent Agenda Item 3C that has been moved as an item for 10 Individual Consideration to be tabled until the applicant can provide the items that staff 11 requested. Leal stated the motion needs to be postponed to a date certain or event certain. 12 13 Commissioner Frank Conner motioned, Commissioner Jim Strange seconded to postpone this 14 item to a date certain to allow time for the applicant to provide all information necessary. Motion 15 approved (7 -0). Commissioner Jim Strange, aye, Commissioner Frank Conner, aye, 16 Commissioner Brian Bentley, aye, Commissioner Amber Briggle, aye, Commissioner Frank 17 Dudowicz, aye, Commissioner Devin Taylor, aye, and Chair Thom Reece, aye. 18 5. Ft.JT. -J E AGENDA ITEMS: �7nder Section 551,042 of the Texas_ �_ 1pgsi ___ _ _ _ _ _________ ______ ___ _ _ _ ____ _ ct _ res and to in uiries from the 1?lannin � and Zonin � Commission or the �iblic with s ecific factual information or recitation of olio or acre t a rc>r�osal to r��ace t��e ��aatter c>n thc; 4 &!1t hlt for It - L' P. � Lc>11ttn9, 111�2tLn�._ 19 20 Briggle requested discussion about Better Block be added to upcoming agenda; and discussion 21 on Small Area Plan and Neighborhood Plans from Katia Boykin. She requested ratio information 22 for the number of bar and restaurant establishments allowed on the Downtown Square. Mauladad 23 stated staff will look at that item and compare to other cities requirements. Dudowicz requested 24 information in regards to parking requirements and parking fund plans for the Downtown 25 Square. Bentley stated he would like to see the Tree Code update before this Commission. 26 Mauladad stated staff will research those requested items. There was no further discussion. Chair 27 Reece adjourned the Regular Meeting at 7:39 p.m. 28 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -241, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Parks and Recreation CM /ACM: John Cabrales Jr. DATE: April 7, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance granting approval, in accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the non -park use of a part of Quakertown Park for the purpose of installing and maintaining a sanitary sewer line for the Senior Center connector of the Pecan Creek Interceptor III Project; providing for a notice by the City of Denton, Texas of non -park use for installation and maintenance of sanitary sewer line and reservation of easement in the event of sale of park; and providing an effective date. The Parks, Recreation and Beautification Board recommends approval (7 -0). BACKGROUND Denton Water Utilities requests access to a 3,398 Sq. Ft. (0.078 Acres) easement through parkland, Quakertown Park, to connect to existing sewer services along Bell Street. In turn the Parks Department will be compensated $5,551 for the access. State law as defined in Chapter 26, Protection of Public Parks and Recreational Lands, of the Texas Parks and Wildlife Code requires that: (a) a municipality of this state may not approve any program or project that requires the use or taking of any public land designated and used prior to the arrangement of the program or project as a park unless the municipality, acting through its duly authorized governing body or officer, determines that: (1) there is no feasible and prudent alternative to the use or taking of such land; and (2) The prograin or project includes all reasonable planning to ininiinize hay in to the land, as a park, resulting fi^oin the use or taking. (b) A finding inay be made only after notice and a hearing as required by this chapter. " Denton Water Utilities requests access to the Quakertown Park easement for their ongoing development project previously approved by the City of Denton's Departments of Engineering and Water. The installation of the sewer line for the purpose of connection to the existing sewer service on Bell Street, through a 3,398 square foot tract of real property, located in the B.B.B. & C.R.R. Company Survey Abstract No. 185, City of Denton, Denton County, Texas; and being part of a tract described in a Deed to the City of Denton as recorded in Volume 79, Page 171 of the Deed of Records of Denton County, Texas. Park property will be restored to its previous condition, thereafter. (See Exhibit I and 2 to Ordinance.) The Denton Water Utilities Department commits to return Quakertown Park to its original condition following the completion of this project. OPTIONS City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -241, Version: 1 Grant the request and accept compensation of $5,551 for use of the easement. Deny the request and restrict Denton Municipal Utilities access to connecting the existing sewer line on Bell Street to the Pecan Creek Interceptor III. RECOMMENDATION The Parks and Recreation Department has satisfied publication requirements set forth in Chapter 26 of the Texas Parks and Wildlife Code and confirms they have investigated all other alternatives and determined there would be no major impact on current park operations or programs. After reviewing all other alternatives, staff recommends granting this 0.078 acre parcel of property as a 20' wide Sanitary Sewer Easement assuming no objections by the citizens at the Chapter 26 Hearing, and pending approval of the City Council, the Texas Parks and Wildlife Department and the National Park Service. ESTIMATED SCHEDULE OF PROJECT This project is scheduled between July 4 and September 1, 2015. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Park, Recreation, and Beautification and Board reviewed this item and recommended approval on March 2, 2015.(7-0) FISCAL INFORMATION Denton Water Utilities compensation for access to the easement totals $5,551. BID INFORMATION NA F,XHIRITS Exhibit 10.078 Acre Sanitary Sewer Easement Exhibit 2 PCI2 San Sewer Exhibit 3 Excerpt of Parks Recreation and Beautification Board Minutes of March 2, 2015 Exhibit 4 Ordinance - Quakertown Park - Senior Center Respectfully submitted: Emerson M. Vorel Jr. Director of Parks and Recreation Prepared by: Jim Mays Superintendent of Planning and Construction City of Denton Page 2 of 2 Printed on 4/2/2015 Exhibit BEING a 0.078 acre tract of land situated in the B.B.B. & C. R.R. Company Sunxey, Abstract No. 185, City ofDenton, Denton County, Texas, and being part of that tract of land described in a Deed to the City of Denhon, as recorded in Volume 79. Page 171 of the Deed Records of Denton Counh/. Texas, and being more particularly described aofollows: COMMENCING at o PK nail found for corner etthe Southeast corner uf Lot 16R. Block | per the Plat of Industrial School Addition, as recorded in Cabinet D. Page 302 of the P|sd Records of Denton County. Texos, said point being at the intersection of the West line of Bell Avenue (a called 60' right- of-way per said Plat) with the North line of Withers Street (a called 50' right-of-way per said P|ot), from which a 1/2 inch iron rod with map stamped ^RPLS 4561^ found for the Southwest corner ofsaid Lot 18R beam South 8Q°24'38" West a distance of 170.07 feet and a 1/2 inch iron rod found for the Northwest corner of Lot 1 R, Block A per the Plat of Bell Place Addition, as recorded in Cabinet 1, Page 41 of the Plat Records of Denton County, Texas, bears South 50044'15" East a distance of 76.69 feet; THENCE South OO"4411"West passing the South line nf said Withers Street ata distance of50.O1 feet, and continuing along the West line of said Bell Avenum, fora total distance of 344.61 feet toa point, from which e 1/2 inch iron rod found for the common West corner of Lot 2 and Lot 3 per the Plat of Bell's Addition, as recorded in Volume U. Page 86 of the Deed Records of Denton County. Texas, bears South GG°3Q'51" East a distance of81.74feet; THENCE South 00^37'32" East continuing along the West line of said Bell Avenms, fora distance of 581.09 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE South 0737'32" East continuing along the West line of said Bell Avenue, for distance of 33.31 feet to a point for corner; THENCE South 36018`16" West departing the West line of said Bell Avenue' fora distance of 156.50 feet toa point for corner in the Northerly line ofenexisting Sanitary Sewer Easement conveyed tothe City of Denton per Instrument recorded in Document No. 2011-40220 of the Official Records of Denton County. Texas, from which the most Easterly Northeast corner of said existing Sanitary Sower Easement bears South 5O"23'O2" East m distance of83.84feet; THENCE North 50023'02" West along the Northerly line of said existing Sanitary Sewer Easement, for a distance of 20.03 feet to a point for corner; THENCE North 3G"18'10" East departing the Northerly line of said existing Sanitary Sewer Easement, for a distance of 181.97 feet to the POINT OF BEGINNING, and containing 0.078 acres of land, more or less. Todd B.Turner, R.P.LS. No. 485S Teague Nall &Perkins 1517 Centre Place Drive, Suite 32O Denton, Texas 7#2O5 940-383-4177 T.B.P.LS. Firm No. 10011601 Date: January 29.2O15 TODD B. TURNER DBV1*301 -3ondaty Sewer Easement Sheet Iu,u LOT 16R, BLOCK I INDUSTRIAL SCHOOL ADDITION CAB. D, PG. 302 P.R.D.C.T. W"CIRF •RPLS 4561' S 89'2438"W IMOT PKNAIL 1A#19rLA01Mt1- t.-9r FOUND�' (CALLED 50' RIGHT -OF -WAY PER PLAT CAB, D, PG. 302) NOTES: 1. This exhibit was prepared without the benefit of a current title commitment. Additional easements, fights-of-way and/or other matters of record may affect this tract that are not shown hereon. 2. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone; NAD83(201 1) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The coordinates and distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000150630. TS50-44'15"E 76.69' 71 R"� - — -- — -- — - W O > chi ti LOT IR, BLOCK J i�! BELL PLACEADDITION .J 6 � LLI CAB. /, PG. 41 P.R.D.C.T. �� I 1__�7.2 'M ,V(2 IRF GS I 3. All improvements not shown. (Z) SUM 0 01 e.0 - : 59.4' 1112"IRF T i LEGEND league nail & perkins POINT OF 0 1/2 IRON ROD FOUND (UNLESS OTHERWISE NOTED) )MMENCING tnp Deafen, Texas 76205 SANITARY SEWER MANHOLE (SSMH) N 50*23'02"W 940.3 8 3.4177 ph 5140.383.8026 f. L4 FIR HYDRANT (FH) ,0- TS50-44'15"E 76.69' 71 R"� - — -- — -- — - W O > chi ti LOT IR, BLOCK J i�! BELL PLACEADDITION .J 6 � LLI CAB. /, PG. 41 P.R.D.C.T. �� I 1__�7.2 'M ,V(2 IRF GS I 3. All improvements not shown. (Z) SUM 0 01 e.0 - : 59.4' 1112"IRF T i 10, POINT OF 10 --- ITION VOL, Q, PG. 86 BEGIN N�G P.R.D.C.T, VO APPROX. DEEDIPLAT LINE Cotr) L u Cl) Q) I'D LEGEND A CALCULATED POINT 0 1/2 IRON ROD FOUND (UNLESS OTHERWISE NOTED) (CM) CONTROLLING MONUMENT 0 SANITARY SEWER MANHOLE (SSMH) N 50*23'02"W STORM DRAIN MANHOLE (SDMH) L4 FIR HYDRANT (FH) ,0- POWER POLE 60.4'_ 1 EASEMENT BOUNDARY LINE PROPERTY LINE EXISTING EASEMENT LINE EXISTING RIGHT-OF-WAY — — — — — — — — — — REFERENCE LINE 1\1 1\1 \\1 EDGE OF ASPHALT 10, POINT OF 10 --- ITION VOL, Q, PG. 86 BEGIN N�G P.R.D.C.T, VO APPROX. DEEDIPLAT LINE Cotr) L u Cl) Q) I'D i oCO tn 0 100 200 SCALE- 1 " =1n0' (CM) LOT 3R, BLOCK A BELL PLACE ADDITION CAB. 1, PG. 118 P.R.D.C.T. LOT 1, BLOCK I KELSOEADDITION CAB. D, PG. 365 P.R.D.C.T. LINE CO 1 C1 Q. OA r :t S 8839'51 E d �J 61.74' Uj N 50*23'02"W 20.03' L4 N 36-16'16" E �1.1'2".IRF BENT c' 001 60.4'_ 1 i oCO tn 0 100 200 SCALE- 1 " =1n0' (CM) LOT 3R, BLOCK A BELL PLACE ADDITION CAB. 1, PG. 118 P.R.D.C.T. LOT 1, BLOCK I KELSOEADDITION CAB. D, PG. 365 P.R.D.C.T. LINE BEARING DISTANCE Ll S 00'37'32" E 33.31' L2 S 36'16'16"W u 156.50' L3 N 50*23'02"W 20.03' L4 N 36-16'16" E 181.97- �q \"p C.O.D. l3M# 176 89*22'18"E 99,60' BEING 0.078 ACRES OF LAND SITUATED IN THE B.B.B. & C. R.R. Co. SURVEY ABSTRACT No. 185 City of Denton, Denton County, Texas DEN14301 SHEET 2 OF 2 Exhibit 2 Exhibit 3 1 EXCERPT from DRAFT MINUTES PARKS, RECREATION AND BEAUTIFICATION BOARD March 2, 2015 Civic Center Community Room After determining that a quorum of the City of Denton, Texas, Parks, Recreation and Beautification Board is present, the Chair of the Board thereafter convened into an open meeting on Monday, February 2, 2015, at 6:08 p.m. in the Denton Civic Center, 321 E. McKinney Street, Denton, Texas. Members present: Russ Stukel, Vicki Byrd, Paul Leslie, Alex Lieban, Janet Shelton, Maria Renner and Tara Mills. Members absent: None. Staff present: Emerson Vorel, John Schubert, Julie Leal, Jim Mays and Julie Anderson, Denton Bike /Pedestrian Coordinator Citizens: Lee Ramsey of Allison Engineering and Randy Tudor OPEN MEETING ACTION ITEM: Consider making a recommendation to the Denton City Council regarding the following item: Consider making a recommendation to the Denton City Council on the following items: A. Chapter 26: Establishment of a 20 Foot wide Public Utility Easement at G. Roland Vela Athletic Complex: Jim Mays displayed a map and explained that the proposed development of the G. Roland Vela Athletic Complex will require the dedication of a 20 -foot wide Public Utility Easement along the northern boundary of the property. The easement is required by the Denton Development Code and will contain a 12 -inch water line and an 8 -inch sewer line. Mays provided a map overview of the property and explained the purpose for recommending the proposed request for use of park land for Denton Municipal Utilities Department easement. The City of Denton's Real Estate Department would determine fair compensation for the easement via a market analysis and Denton Municipal Utilities Department would compensate the Parks and Recreation Department for the value of the easement and any associated improvements. The Denton Municipal Utilities Department commits to return Quakertown Park to its original condition following the completion of this project. Mays and Mr. Allison responded to various Member queries, and the Board proceeded to vote. MOTION: Stukel sought a motion to advance Chapter 26 request to City Council for consideration: Shelton made a motion to recommend; Lieban seconded, and the motion passed, 7 -0. Meeting adjourned at 7:15 p.m. Exhibit 4 ORDINANCE NO. 2015 - AN ORDINANCE GRANTING APPROVAL, IN ACCORDANCE WITH CHAPTER 26 OF THE TEXAS PARKS AND WILDLIFE CODE, OF THE NON -PARK USE OF A PART OF QUAKERTOWN PARK FOR THE PURPOSE OF INSTALLING AND MAINTAINING A SANITARY SEWER LINE FOR THE SENIOR CENTER CONNECTOR OF THE PECAN CREEK INTERCEPTOR III PROJECT; PROVIDING FOR A NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR INSTALLATION AND MAINTENANCE OF SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN THE EVENT OF SALE OF PARK; AND PROVIDING AN EFFECTIVE DATE. (Parks, Recreation and Beautification Board recommend approval with a vote of 7 -0.) WHEREAS, Chapter 26 of the Texas Parks of Wildlife Code provides that public land designated and used as a park may be used for a non -park purpose if the City Council finds after notice and hearing that there is not feasible and prudent alternative to the use of such land for the proposed project and the proposed project includes all reasonable planning to minimize harm to the park resulting from such use; and WHEREAS, the City of Denton desires to use approximately 182 linear feet along the eastern boundary of Quakertown Park ( "Park ") generally located in the Senior Center parking lot which is parallel to Bell Ave. for the installation and maintenance of a sanitary sewer line for the Senior Center Connector of the Pecan Creek Interceptor III Project ( "Project "); and WHEREAS, there are no feasible and prudent alternatives available for the location and installation and maintenance of a sanitary sewer line for the Project; and WHEREAS, the City provided notice in the Denton Record - Chronicle on March 6, 2015, March 16, 2015, March 20, 2015 and March 27, 2015 of a Public Hearing to be held on April 7, 2015 in the Council Chambers to consider the alternatives to the non -park use of the Park for the installation and maintenance of a sanitary sewer line; and WHEREAS, the City Council on April 7, 2015 received testimony at a public hearing on the issues of feasible and prudent alternatives to the non -park use of the Park for the Project and that the Project includes all reasonable planning to minimize harm to the Park resulting from the installation and maintenance of a sanitary sewer line; and WHEREAS, the City Council finds that the Project does not fall within the purview of Section 253.001 of the Texas Local Government Code; and WHEREAS, the City Council finds that there are no feasible and prudent alternatives to the non - park use of the Park and that the installation and maintenance of a sanitary sewer line includes all reasonable planning to minimize harm to the Park as a result of the Project; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The installation and maintenance of a sanitary sewer line along the eastern boundary of Quakertown Park ( "Park ") generally located in the Senior Center parking lot parallel to Bell Ave. for the installation and maintenance of a sanitary sewer line for the Senior Center Connector of the Pecan Creek Interceptor III Project ( "Project ") shall be constructed and maintained below the surface of the Park in the area described and visually depicted in Exhibit "1," which is attached and made a part of this document, and that the surface of the Park, after installation of the sanitary sewer line, shall be restored in a manner so that the Park may still be used for landscape plantings, fencing, signage, park related utilities, temporary facilities, which uses are hereby expressly approved and authorized, as necessary after completion of the Project in the same manner it was used prior to the Project. SECTION 2. The installation and maintenance of the sanitary sewer line shall be (i) in accordance with applicable City ordinances, rules and regulations, (ii) protect the patrons using the Park from injury and damage both during and after construction of the Project, and (iii) generally protect the health, safety and general welfare of the City. SECTION 3. During construction of the Project, temporary use of such additional Park property necessary to stage the construction of the improvements may be approved by the Director of Parks and Recreation Department. However, at the completion of the construction activities for the Project such additional Park property shall be restored to the condition to which it existed prior to the beginning of such construction activities. SECTION 4. The City Manager, or his designee, after approval by the City Attorney, shall execute the "NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR THE INSTALLATION AND MAINTENANCE OF SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN THE EVENT OF SALE OF PARK" which is attached as Exhibit "2." SECTION 5. The rights and benefits set forth in this ordinance may not be assigned without the express written consent of the City. SECTION 6. The findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of April, 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: EXHIBIT "1" 20' WIDE SANITARY SEWER EASEMENT BEING a 0.078 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 185, City of Denton, Denton County, Texas, and being part of that tract of land described in a Deed to the City of Denton, as recorded in Volume 79, Page 171 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a PK nail found for corner at the Southeast corner of Lot 16R, Block I per the Plat of Industrial School Addition, as recorded in Cabinet D, Page 302 of the Plat Records of Denton County, Texas, said point being at the intersection of the West line of Bell Avenue (a called 60' right - of -way per said Plat) with the North line of Withers Street (a called 50' right -of -way per said Plat), from which a 1/2 inch iron rod with cap stamped "RPLS 4561" found for the Southwest corner of said Lot 16R bears South 89 024'38" West a distance of 170.07 feet and a 1/2 inch iron rod found for the Northwest corner of Lot 1 R, Block A per the Plat of Bell Place Addition, as recorded in Cabinet I, Page 41 of the Plat Records of Denton County, Texas, bears South 50 04415" East a distance of 76.69 feet; THENCE South 00 °44'11" West passing the South line of said Withers Street at a distance of 50.01 feet, and continuing along the West line of said Bell Avenue, for a total distance of 344.61 feet to a point, from which a 1/2 inch iron rod found for the common West corner of Lot 2 and Lot 3 per the Plat of Bell's Addition, as recorded in Volume U, Page 86 of the Deed Records of Denton County, Texas, bears South 88 039'51" East a distance of 61.74 feet; THENCE South 00 °37'32" East continuing along the West line of said Bell Avenue, for a distance of 581.09 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE South 00 037'32" East continuing along the West line of said Bell Avenue, for a distance of 33.31 feet to a point for corner; THENCE South 36 016'16" West departing the West line of said Bell Avenue, for a distance of 156.50 feet to a point for corner in the Northerly line of an existing Sanitary Sewer Easement conveyed to the City of Denton per Instrument recorded in Document No. 2011 -40220 of the Official Records of Denton County, Texas, from which the most Easterly Northeast corner of said existing Sanitary Sewer Easement bears South 50 °23'02" East a distance of 63.84 feet; THENCE North 50 °23'02" West along the Northerly line of said existing Sanitary Sewer Easement, for a distance of 20.03 feet to a point for corner; THENCE North 36 °16'16" East departing the Northerly line of said existing Sanitary Sewer Easement, for a distance of 181.97 feet to the POINT OF BEGINNING, and containing 0.078 acres of land, more or less. Todd B. Turner, R.P.L.S. No. 4859 Teague Nall & Perkins 1517 Centre Place Drive, Suite 320 Denton, Texas 76205 940 - 383 -4177 T.B.P.L.S. Firm No. 10011601 Date: January 29, 2015 TODD B. TURNER 4859 r �q 0O SURV���� DEN14301— Sanitary Sewer Easement Sheet 1 of 2 LOT 16R, BLOCK I INDUSTRIAL SCHOOL ADDITION CAB. D, PG. 302 P.R.D.C.T. ' tn'aRr- 'RPLS 4561' S 89'2438" W 170.07' PK WITHERS ST. 0 FGU FOUNL ND O (CALf_F_D 50' RIGHT-OF -WAY 4 PEP, PLAT CAB. D, PG. 302) NOTES: 1. This exhibit was prepared without the benefit of a current title commitment. Additional easements, rights -of -way and/or other matters of record may affect this tract that are not shown hereon. 2. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone; NAD83(2011) Epoch 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The coordinates and distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000150630. 3. All improvements not shown. a o a I I � a'� 10,3 GEER'SADDITION ti0 POINT VOL. O, PG. 86 BEGIN P.R.D.C.T. ' G2 I I 10 POINT OF teague nail & perkins 1511 Ce°frc Place Drive, 5 )MMENCING 0.320 `��, Tacos 940.3 -A V7 0, 940.383.902a rx ,,69' \ S 50 °4 76.69' 3° LEGEND ® CALCULATED POINT 0 1/2 IRON ROD FOUND (UNLESS OTHERWISE NOTED) (CM) CONTROLLING MONUMENT Q SANITARY SEWER MANHOLE (SSMH) ® STORM DRAIN MANHOLE (SDMH) d FIRE HYDRANT (FH) ,A^ POWER POLE a I n I EASEMENT BOUNDARY LINE r U4 1 1 � PROPERTY LINE — — — — EXISTING EASEMENT LINE 6' � - - — - - — EXISTING RIGHT-OF-WAY ---- - - - - -- REFERENCE LINE Q3 I a. a EDGE OF ASPHALT a I I � a'� 10,3 GEER'SADDITION ti0 POINT VOL. O, PG. 86 BEGIN P.R.D.C.T. ' G2 I I 10 POINT OF teague nail & perkins 1511 Ce°frc Place Drive, 5 )MMENCING 0.320 `��, Tacos 940.3 -A V7 0, 940.383.902a rx ,,69' \ S 50 °4 76.69' 3° tr2'IRF \ CITY OF DENTON L1 p2 I ti I u \3 V CL c)0 —¢tea (Q ( LOT 1R, BLOCK J a BELL PLACE ADDITION W W o I CAB. 1, PG. 41 a I n I P.R.D.C.T. r U4 1 1 � y R.P.R.D.C.T. 57.2' 1IRF 6' � I Q3 I i A \'04 I 59.4' I I z \ CITY OF DENTON L1 1 Q — \3 V CL c)0 —¢tea ' 88 °39'51 "E o 61.74' m I I BENT I I (0M) 0.(2 1 I V I 60.4' I 1 O� � 1 h ' WI (V 1 MI n t M 1 o) co h5 APPROX. DEED/PLAT LINE 101 \ CITY OF DENTON L1 \ VOL. 79, PG. 171 Q — \ D.R.D.C.T. S 36 °16'16" W \ \ VO N 50'23'02"W 20.03' L4 N 36 °16'16" E 181.97' CITY OF DENTON 30' SANITARY SEWER \ a V EASEMENT \ DOC. NO. 2011-40220 y R.P.R.D.C.T. - S`��,. 6' � �a� Om J�hZ ' 1'IPF (aq LOT 3R, BLOCK BELL PLACE ADDITION CAB. 1, PG. 118 i P.R.D.C.T. i i i LOT 1, BLOCK 1 KELSOEADDITION Q 1 CAB. D, PG. 365 P.R.D.C.T. i 1 S 88 °03'45" E ( 105.68' 1n L1— - - -- 'IRP nor fH 1120' SANITARY SEWER ESMT. 0.078 ACRES COD, BMt! 176 89 °22'18" E 99.60' tnp 0 100 200 SCALE: 1"= 100' LINE BEARING DISTANCE L1 S 00 °37'32" E 33.31' L2 S 36 °16'16" W 156,50' L3 N 50'23'02"W 20.03' L4 N 36 °16'16" E 181.97' Is EXHIBIT "B" 20' WIDE SANITARY SEWER EASEMENT BEING 0.078 ACRES OF LAND SITUATED IN THE B.B.B. & C. R.R. Co. SURVEY ABSTRACT No. 185 City of Denton, Denton County, Texas DEN14301 SHEET 2 OF 2 EXHIBIT "2" NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR INSTALLATION AND MAINTENANCE OF SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN EVENT OF SALE OF PARK 1. Notice of Non -Park Use for Installation and Maintenance of Sanitary Sewer Line On April 7, 2015, the City Council of the City of Denton, Texas, a Texas municipal home -rule corporation ( "City "), passed Ordinance No. 2015 - (See "Exhibit "A ") which allows the City, in accordance with the requirements of Chapter 26 of the Texas Parks and Wildlife Code, the permanent and perpetual use in, along, upon, under, over, and across a part of Quakertown Park ( "Park "), located at 700 Oakland St., Denton, Denton County, Texas, for the sole purpose of installing, constructing, repairing, maintaining, altering, replacing, relocating, rebuilding, removing, and operating a sanitary sewer line, and all necessary and related facilities and appurtenances. The specific location for the area of the Park used for the sanitary sewer line is more particularly described, and visually depicted, in Exhibit "B." Exhibits "A" and "B" are attached to this document and made a part of the same. 2. Reservation of Easement in the Event of Sale of Park, or Portion of Park In the event the City sells the Park, or portion of the Park which contains the sanitary sewer line described in Exhibit "B," the City reserves a permanent and perpetual sanitary sewer line easement for the purpose of installing, constructing, repairing, maintaining, altering, replacing, relocating, rebuilding, removing, and operating a sanitary sewer lines, and all necessary and related facilities and appurtenances, in, along, upon, under, over, and across the land described in Exhibit "B," together with the right of ingress and egress as necessary for such purposes. In addition to the reservation of the permanent easement, a 20 -foot wide temporary work space easement is reserved adjacent to and outside the perimeter of the permanent easement tract described in Exhibit "B." This easement shall run with the land, is irrevocable, and is for the benefit of the City and the City's successors and assigns. Executed the day of , 2015. PAGE 1 OF 2 - NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR THE INSTALLATION AND MAINTENANCE OF SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN THE EVENT OF SALE OF PARK M. CITY OF DENTON, TEXAS George C. Campbell, City Manager ACKNOWLEDGMENT STATE OF TEXAS § DENTON COUNTY § This document is acknowledged before me, on the day of , 2015, by GEORGE C. CAMPBELL, City Manager, Denton, Texas, a municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Denton, Texas, a municipal corporation, that he was duly authorized to perform the same by the City Council of the City of Denton and that he executed the same as the act of said City for the purposes and consideration therein expressed, and in the capacity therein stated. Notary Public, State of Texas Approved as to legal form: Anita Burgess, City Attorney C After recording, return to: Paul Williamson, Real Estate & Capital Support Manager City of Denton 901 -A Texas St. Second Floor Denton, Texas 76209 PAGE 2 OF 2 - NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR THE INSTALLATION AND MAINTENANCE OF SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN THE EVENT OF SALE OF PARK EXHIBIT "A" ORDINANCE TO BE ATTACHED AFTER IT HAS BEEN PASSED EXHIBIT "B" 20' WIDE SANITARY SEWER EASEMENT BEING a 0.078 acre tract of land situated in the B.B.B. & C. R.R. Company Survey, Abstract No. 185, City of Denton, Denton County, Texas, and being part of that tract of land described in a Deed to the City of Denton, as recorded in Volume 79, Page 171 of the Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a PK nail found for corner at the Southeast corner of Lot 16R, Block I per the Plat of Industrial School Addition, as recorded in Cabinet D, Page 302 of the Plat Records of Denton County, Texas, said point being at the intersection of the West line of Bell Avenue (a called 60' right - of -way per said Plat) with the North line of Withers Street (a called 50' right -of -way per said Plat), from which a 1/2 inch iron rod with cap stamped "RPLS 4561" found for the Southwest corner of said Lot 16R bears South 89 024'38" West a distance of 170.07 feet and a 1/2 inch iron rod found for the Northwest corner of Lot 1 R, Block A per the Plat of Bell Place Addition, as recorded in Cabinet I, Page 41 of the Plat Records of Denton County, Texas, bears South 50 °44'15" East a distance of 76.69 feet; THENCE South 00 044'11" West passing the South line of said Withers Street at a distance of 50.01 feet, and continuing along the West line of said Bell Avenue, for a total distance of 344.61 feet to a point, from which a 1/2 inch iron rod found for the common West corner of Lot 2 and Lot 3 per the Plat of Bell's Addition, as recorded in Volume U, Page 86 of the Deed Records of Denton County, Texas, bears South 88 039'51" East a distance of 61.74 feet; THENCE South 00 °37'32" East continuing along the West line of said Bell Avenue, for a distance of 581.09 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE South 00 037'32" East continuing along the West line of said Bell Avenue, for a distance of 33.31 feet to a point for corner; THENCE South 36 016'16" West departing the West line of said Bell Avenue, for a distance of 156.50 feet to a point for corner in the Northerly line of an existing Sanitary Sewer Easement conveyed to the City of Denton per Instrument recorded in Document No. 2011 -40220 of the Official Records of Denton County, Texas, from which the most Easterly Northeast corner of said existing Sanitary Sewer Easement bears South 50 °23'02" East a distance of 63.84 feet; THENCE North 50 °23'02" West along the Northerly line of said existing Sanitary Sewer Easement, for a distance of 20.03 feet to a point for corner; THENCE North 36 016'16" East departing the Northerly line of said existing Sanitary Sewer Easement, for a distance of 181.97 feet to the POINT OF BEGINNING, and containing 0.078 acres of land, more or less. s P� %O C Todd B. Turner, R. P.L.S. No. 4859,,,,,,, Teague Nall & Perkins TODD B. TURNER .. Y .................... 1517 Centre Place Drive, Suite 320 -o 4859 Denton, Texas 76205 `• %�FSS,o?�" 940 - 383 -4177 9�0 �suiz�E� T.B.P.L.S. Firm No. 10011601 Date: January 29, 2015 DEN14301- Sanitary Sewer Easement Sheet 1 of 2 LOT 16R, BLOCK I INDUSTRIAL SCHOOL ADDITION I POINT OF CAB. D, PG. 302 COMMENCING P.R.D.C.T. tr2'CIRF •RPLS 4561' S 89 °24'38" W 170.07' PKNAIL \ S WITHERS ST. FOUND \ (CALLED50'RIGHT -OP -WAY 4 \ PER PLAT CAB. D, PG. 302) \ 1n•IF ---- -NOTES: -- -- --- - -- Q o (cu) 3� W o0 , 1. This exhibit was prepared without the benefit of a current title > I. 4 50'44'15"E 76.69' �d teague nail & perkins 1577 Cenfro PI° ce Oriv°, 5vi{< 370 l Demon, Tex°s 76705 940.383.4177 ph 940.383.8076lx www.tnpinc. <om commitment. Additional easements, rights -of -way and/or otherI Q v I LOT 1R, BLOCKA matters of record may affect this tract that are not shown hereon. ,J o ¢ BELL PLACE ADDITION U cto i .J °o CAB. 1, PG. 41 2. Bearings of lines shown hereon are referenced to Grid North q I m W q 4 I P•R.D.C.T. of the Texas Coordinate System of 1983 (North Central Zone; Cl) a NAD83(2011) Epoch 2.010) as derived locally from Western Data , � w Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The coordinates and ti I 57 2. 1nQIRF distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000150630. 7 1 3. All improvements not shown. 'q CO° I 59.4• I1l2'IRF ��J I ( I 1 88 °39'51 "E 61.74' ,( h 10 .r 3 e mr BENT Z, I 1 (c{A 10'( 1 1 60.4' 1 i o� A I CO WI (V I M ) t\ I °oI � I 10, 3a ( GEER'S ADDITION 104 a� POINT OF VOA A3 VOL, Q, PG. 86 BEG INN ING P.R.D.C.T. (A2 I I �0 APPROX DEEDIPLAT LINE V CITYOFDENTON \ VOL. 79, PG. 171 \ D.R.D.C.T. \ \ \ a0 .r \ V CITY OF DENTON \ AQ 30' SANITARY SEWER \ \ EASEMENT DOC. NO. 2011-40220 Ax w R.P.R.D.C.T. - Rr�c�q.`�;,y, \ V. gQCi J � Wo 4 m T 11 P { tin LOT 3R, BLOCK BELL PLACE ADDITION CAB. 1, PG. 118 I P.R.D.C.T. 1 1 I LOT 1, BLOCK 1 KELSOEADDITION 0 I CAB. D, PG. 365 ssa+i{ P.R.D.C.T. i I S 88'03'45"E 105.68' tn'IRF �9sn{ CM { FF{ 1020'SANITARY SEWER ESMT. 0.078 ACRES C.O.D. OMd1176 89 °22'18" E 99.60' tnp 0 100 200 SCALE., 1 "= 100' LINE LEGEND DISTANCE CALCULATED POINT O 1112 1RON ROD FOUND (UNLESS OTHERWISE NOTED) (CM) I CONTROLLING MONUMENT O SANITARY SEWER MANHOLE (SSMH) ® STORM DRAIN MANHOLE (SDMH) L4 FIRE HYDRANT (FH) ,0' POWER POLE EASEMENT BOUNDARY LINE PROPERTY LINE — — — — EXISTING EASEMENT LINE -- --- - -- EXISTING RIGHT -OF -WAY ---- - - - - -- REFERENCE LINE 1\1 a1 a EDGE OF ASPHALT ,( h 10 .r 3 e mr BENT Z, I 1 (c{A 10'( 1 1 60.4' 1 i o� A I CO WI (V I M ) t\ I °oI � I 10, 3a ( GEER'S ADDITION 104 a� POINT OF VOA A3 VOL, Q, PG. 86 BEG INN ING P.R.D.C.T. (A2 I I �0 APPROX DEEDIPLAT LINE V CITYOFDENTON \ VOL. 79, PG. 171 \ D.R.D.C.T. \ \ \ a0 .r \ V CITY OF DENTON \ AQ 30' SANITARY SEWER \ \ EASEMENT DOC. NO. 2011-40220 Ax w R.P.R.D.C.T. - Rr�c�q.`�;,y, \ V. gQCi J � Wo 4 m T 11 P { tin LOT 3R, BLOCK BELL PLACE ADDITION CAB. 1, PG. 118 I P.R.D.C.T. 1 1 I LOT 1, BLOCK 1 KELSOEADDITION 0 I CAB. D, PG. 365 ssa+i{ P.R.D.C.T. i I S 88'03'45"E 105.68' tn'IRF �9sn{ CM { FF{ 1020'SANITARY SEWER ESMT. 0.078 ACRES C.O.D. OMd1176 89 °22'18" E 99.60' tnp 0 100 200 SCALE., 1 "= 100' LINE BEARING DISTANCE L1 S 00 °37'32" E 33.31' L2 S 36'16'16"W 156.50' L3 N 50 °23'02" W 20.03' L4 N 36 °1616" E 181.97' EXHIBIT 20"WIDE SANITARY SEWER EASEMENT BEING 0.078 ACRES OF LAND SITUATED IN THE B.B.B. & C. R.R. Co. SURVEY ABSTRACT No. 185 City of Denton, Denton County, Texas DEN14301 SHEET 2 OF 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -242, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Parks and Recreation CM /ACM: John Cabrales Jr. DATE: April 7, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance granting approval, in accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the non -park use of a part of North Lakes Park for the purpose of installing and maintaining a water line and a sanitary sewer line for the Vista Del Arroyo Offsite Utilities Project; providing for a notice by the City of Denton, Texas of non -park use for installation and maintenance of a water line and sanitary sewer line and reservation of easement in the event of sale of park; and providing an effective date. The Parks, Recreation and Beautification Board recommends approval (7 -0). BACKGROUND Proposed development of the G. Roland Vela Athletic Complex will require the dedication of a 20 foot wide Public Utility Easement along the northern boundary of North Lakes Park along Riney Road. The easement is required by the Development Review Committee and will contain a 12 inch water line and an 8 inch sewer line. State law as defined in Chapter 26, Protection of Public Parks and Recreational Lands, of the Texas Parks and Wildlife Code requires that: (a) a municipality of this state may not approve any program or project that requires the use or taking of any public land designated and used prior to the arrangement of the program or project as a park unless the municipality, acting through its duly authorized governing body or officer, determines that: (1) there is no feasible and prudent alternative to the use or taking of such land; and (2) The prograin or project includes all reasonable planning to ininiinize hay in to the land, as a park, resulting fi^oin the use or taking. (b) A finding inay be made only after notice and a hearing as required by this chapter. " The dedication of this Public Utility Easement is a requirement of the City of Denton's Development Code. The Parks and Recreation Department will not be compensated from the conveyance of the easement which will enable the Parks and Recreation Department to continue development of the G. Roland Vela Athletic Complex. The donation of this 20 foot wide Public Utility Easement from the City of Denton Parks and Recreation Department to the City of Denton Water Utilities Division for a length of 1,835 linear feet will allow development to extend west of Hwy 77 along Riney Road. This 36,154 square foot (0.83 acre) tract of real property is located in the N.H. Meisenheimer Survey Abstract Number 810A, City of Denton, Denton County, Texas. And being a part o a 26.6 acre tract of land described in a deed to the City of Denton, Denton Texas as recorded in County Clerk's File Number 2012 - 146677 of the Real Property Records, Denton County, Texas. City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -242, Version: 1 OPTIONS Grant the request and continue the development of G. Roland Vela Athletic Complex. Deny the request and cease the development of G. Roland Vela Athletic Complex as well as other properties west of Hwy 77 and Riney Road. RECOMMENDATION The Parks and Recreation Department has satisfied publication requirements set forth in Chapter 26 of the Texas Parks and Wildlife Code and confirms they have investigated all other alternatives and determined there would be no major impact on current park operations or programs. After reviewing all other alternatives staff recommend the granting of this 0.83 acre parcel of property as a Public Utility Easement, barring public objection at the Chapter 26 hearing and pending the approval of the City Council, the Texas Parks and Wildlife Department, and the National Park Service. ESTIMATED SCHEDULE OF PROJECT This project is scheduled to last from April through July of 2015. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Park, Recreation, and Beautification Board reviewed and recommended approval of this item on March 2, 2015.(7-0) FISCAL INFORMATION The donation of this easement is required by the Development Review Committee as a condition of developing the G. Roland Vela Athletic Complex. BID INFORMATION NA EXHIBITS Exhibit 1 Vela Athletic Complex Legal Description for Water and Sewer Easement Exhibit 2 Excerpt of Parks, Recreation and Beautification Board Minutes of March 2, 2015 Exhibit 3 Ordinance - North Lakes Park - Vista Del Arroyo Respectfully submitted: Emerson M. Vorel Jr. Director of Parks and Recreation Prepared by: Jim Mays Superintendent of Planning and Construction City of Denton Page 2 of 2 Printed on 4/2/2015 Exhibit Being all that certain lot, tract mparcel of land situated in the Nelson H. Meisenheimer Survey, Abstract Number 810 in the City of Denton, Denton County, Texas and being a part ofo20.00O acre tract of land described ina deed ho the City of Denton, Denton County, Texas as recorded in County Clerk's File Number 2012-146677 of the Real Property Records, Denton County, Texas; the subject tract being particularly described umfollows; BEGINNING ota Texas Department of Transportation monument found being in the Southerly line of Riney Road and the Southwesterly line of U.S. Highway 77 (Business) also know as Locust Street and being the most Easterly Northeast corner of said 2G.800 acre tract; Thence South SO degrees 44 minutes OQseconds East with the common line thereof m distance of39011feet to point for acorner in the Westerly line of said Highway and being in the Westerly line of a Right of Way dedication as described in a deed to the City of Denton as recorded in County Clerk's File Number 2009-24361 of the Real Property Records, Denton County, Texas; Thence South 14 degrees 10 minutes 03 seconds East with the Westerly line thereof and the East line of said 26.600 acre tract a distance of28.27 feet ioa point for corner from which a o'' iron rod bears South 14 degrees 1O minutes U3 seconds East, 7.71feet; Thence North 58 degrees 45 minutes 30 seconds West a distance of 404.77 feet to a point for corner; Thence North 89 degrees 21 minutes 38 seconds West a distance of 166.21 feet to a point for corner; Thence North OO degrees 3O minutes 21 seconds East o distance of31.1Ofeet tna point for corner; Thence North 80 degrees 2G minutes 3l seconds West a distance of 1209.32 feet to a point for corner in the West line of said 26.600 acre tract and being in the East line of a tract of land described in a deed to THX Properties, LLC as recorded in County Clerk's File Number 2014-62875 of the Real Property Records, Denton County, Texas; Thence North O1degrees 06 minutes 04 seconds East with the common line thereof passing ocapped J" iron rod stamped ~KAZ" found cd4.Z3feet and continuing along said course a total distance cf2OI0 feet hoapoint for the Northwest corner of the herein described tract and being in the South line of said Riney Road and from which a mag nail found for the said 26.600 acre tract bears North 01 degrees 06 minutes 04seconds East, 8.27 feet; Thence South 89 degrees 28 minutes 31 seconds East along or near the edge of said Riney Road a distance of 1232.93 feet to a point for corner from which a capped iron rod stamped "Coleman" bears North 07 degrees 39 minutes 03 seconds East, 55.94 feet; Thence South O7 degrees 30 minutes 03 seconds West m distance cf31.3Q feet to &^ iron rod found for an Easterly corner mfsaid 26.600 acre tract; Thence South 89 degrees 21 minutes 44 seconds East with a North line of said 26.600 acre tract a distance of15l.75 feet to the PLACE OF BEGINNING and enclosing 0.83 of an acre of land more or less. �615 T44 .. A,21; KENN �-al 'GE,11 101�10 KrAIZ SURVEYING 1720 WESTMINSTER DENTON, TX 76205 DATE� 3-31-2015 cn rl M ... .... ..... C7 O m z z cm, z m z ww m m 000 -a-, �z x z mom rl) C cn W m m m m cl) m F. m I I I--,' A TRACT OF LAND r: R .1 Z) 0 �0 o > I --i ro- > DESCRIBED IN A DEED TO 0 Cn 41 G) m THX PROPERTIES, LLC z m zzwwc4wzzzzz00w PO CCF# 2014-62875 r- 0 m z C-0 0 m 0 "Ti R.P.R,D.C.T. , OFT- 0 rn -4"Z o ca NJ w o m x L-) , � 0 0 > (A M 6) ®r- aN Z 0 -A D 0 a> -n 1-4 rn m0 r; '41- 1 0� > O CA W CCJ C7 P'� w CO rj 0? 02 Oq �� t'a r� ul q -9� �O z d 6 J� (D NORTH co 0 z 0 0 Gl Z 0 cq C4 f, 1� M M o K) ca cn 0 ;u 0 > 114 IQ Z 0 > M --i 7v -n m Fn X 4t 'Fil > cn rl M ... .... ..... C7 O m z z cm, z m z ww m m 000 -a-, �z x z mom rl) C cn W m m m m cl) m F. m I I I--,' r: R .1 Z) 0 �0 o > I --i ro- 0 -4 0 Cn 41 W M z m zzwwc4wzzzzz00w r- 0 m z C-0 0 m 0 rn o ca m c) 1p > o M;0 'Ti w o m x L-) , � 0 w cn (A M aN Z 0 -A 0 a> -n 1-4 rn m0 r; '41- 1 0� > O CA W CCJ C7 P'� w CO rj 0? 02 Oq �� t'a r� ul q -9� �O z d 6 J� (D w 0 0 Gl .mil.` cq C4 f, 1� — 114 IQ m M M�m I mm l<lml:El* m m rj 'D p P z ro 0 '1 (0 0 W -4 4 . . ts - C�n - I (Q cq I -t "ll -Tt' M cn rl M ... .... ..... C7 O m z z cm, z m z ww m m 000 -a-, �z x z mom rl) C cn W m m m m cl) m F. m I I I--,' �-'4 b 0 r- > m > 13 R .1 Z) 0 �0 o > I --i ro- �x 0 2 0 .0 > p z > -n M a d r- 0 m z C-0 0 m 0 rn Z --j 0 m c) 1p > o M;0 'Ti 7— x L-) , � 0 --1 M > -< C a Q 0 aN Z 0 -A 0 a> -n 1-4 rn m0 r; '41- 1 O)zm 48MOZ m 0�0 U 1p" z 0 01 a ZI �-'4 b 0 r- > m > 13 Exhibit 2 1 EXCERPT from DRAFT MINUTES PARKS, RECREATION AND BEAUTIFICATION BOARD March 2, 2015 Civic Center Community Room After determining that a quorum of the City of Denton, Texas, Parks, Recreation and Beautification Board is present, the Chair of the Board thereafter convened into an open meeting on Monday, February 2, 2015, at 6:08 p.m. in the Denton Civic Center, 321 E. McKinney Street, Denton, Texas. Members present: Russ Stukel, Vicki Byrd, Paul Leslie, Alex Lieban, Janet Shelton, Maria Renner and Tara Mills. Members absent: None. Staff present: Emerson Vorel, John Schubert, Julie Leal, Jim Mays and Julie Anderson, Denton Bike /Pedestrian Coordinator Citizens: Lee Ramsey of Allison Engineering and Randy Tudor OPEN MEETING ACTION ITEM: Consider making a recommendation to the Denton City Council regarding the following item: Consider making a recommendation to the Denton City Council on the following items: A. Chapter 26: Establishment of a 20 Foot wide Public Utility Easement at G. Roland Vela Athletic Complex: Jim Mays displayed a map and explained that the proposed development of the G. Roland Vela Athletic Complex will require the dedication of a 20 -foot wide Public Utility Easement along the northern boundary of the property. The easement is required by the Denton Development Code and will contain a 12 -inch water line and an 8 -inch sewer line for maintaining water and sanitary sewer. Mays responded to Member questions regarding purpose and timing of the project and the Parks, Recreation and Beautification Board advanced to vote as recommended as follows: MOTION: Stukel sought a motion to advance Chapter 26 request to City Council for consideration: Renner made a motion to recommend; Shelton seconded, and the motion passed, 7 -0. Meeting adjourned at 7:15 p.m. Exhibit 3 ORDINANCE NO. 2015 - AN ORDINANCE GRANTING APPROVAL, IN ACCORDANCE WITH CHAPTER 26 OF THE TEXAS PARKS AND WILDLIFE CODE, OF THE NON -PARK USE OF A PART OF NORTH LAKES PARK FOR THE PURPOSE OF INSTALLING AND MAINTAINING A WATER LINE AND A SANITARY SEWER LINE FOR THE VISTA DEL ARROYO OFFSITE UTILITIES PROJECT; PROVIDING FOR A NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR INSTALLATION AND MAINTENANCE OF A WATER LINE AND SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN THE EVENT OF SALE OF PARK; AND PROVIDING AN EFFECTIVE DATE. (Parks, Recreation and Beautification Board recommend approval with a vote of 7 -0.) WHEREAS, Chapter 26 of the Texas Parks of Wildlife Code provides that public land designated and used as a park may be used for a non -park purpose if the City Council finds after notice and hearing that there is not feasible and prudent alternative to the use of such land for the proposed project and the proposed project includes all reasonable planning to minimize harm to the park resulting from such use; and WHEREAS, the City of Denton desires to use approximately 1,775 linear feet along the northeast boundary of North Lakes Park ( "Park ") generally parallel to Riney Road and U.S. Hwy. 77 for the installation and maintenance of a water line and sanitary sewer line for the Vista Del Arroyo Offsite Utilities Project ( "Project "); and WHEREAS, there are no feasible and prudent alternatives available for the location and installation and maintenance of a water line and sanitary sewer line for the Project; and WHEREAS, the City provided notice in the Denton Record - Chronicle on March 6, 2015, March 16, 2015, March 20, 2015 and March 27, 2015 of a Public Hearing to be held on April 7, 2015 in the Council Chambers to consider the alternatives to the non -park use of the Park for the installation and maintenance of a water line and sanitary sewer line; and WHEREAS, the City Council on April 7, 2015 received testimony at a public hearing on the issues of feasible and prudent alternatives to the non -park use of the Park for the Project and that the Project includes all reasonable planning to minimize harm to the Park resulting from the installation and maintenance of a water line and sanitary sewer line; and WHEREAS, the City Council finds that the Project does not fall within the purview of Section 253.001 of the Texas Local Government Code; and WHEREAS, the City Council finds that there are no feasible and prudent alternatives to the non - park use of the Park and that the installation and maintenance of a water line and sanitary sewer line includes all reasonable planning to minimize harm to the Park as a result of the Project; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The installation and maintenance of a water line and sanitary sewer line along the northeast boundary of North Lakes Park ( "Park ") generally parallel to Riney Road and U.S. Hwy. 77 ( "Park ") for the Vista Del Arroyo Offsite Utilities Project ( "Project ") shall be constructed and maintained below the surface of the Park in the area described and visually depicted in Exhibit "1," which is attached and made a part of this document, and that the surface of the Park, after installation of the water line and sanitary sewer line, shall be restored in a manner so that the Park may still be used for landscape plantings, fencing, signage, park related utilities, temporary facilities, which uses are hereby expressly approved and authorized, as necessary after completion of the Project in the same manner it was used prior to the Project. SECTION 2. The installation and maintenance of the water line and sanitary sewer line shall be (i) in accordance with applicable City ordinances, rules and regulations, (ii) protect the patrons using the Park from injury and damage both during and after construction of the Project, and (iii) generally protect the health, safety and general welfare of the City. SECTION 3. During construction of the Project, temporary use of such additional Park property necessary to stage the construction of the improvements may be approved by the Director of Parks and Recreation Department. However, at the completion of the construction activities for the Project such additional Park property shall be restored to the condition to which it existed prior to the beginning of such construction activities. SECTION 4. The City Manager, or his designee, after approval by the City Attorney, shall execute the "NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR THE INSTALLATION AND MAINTENANCE OF WATER LINE AND SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN THE EVENT OF SALE OF PARK" which is attached as Exhibit "2." SECTION 5. The rights and benefits set forth in this ordinance may not be assigned without the express written consent of the City. SECTION 6. The findings contained in the preamble of this ordinance are incorporated into the body of this ordinance. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of April, 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY LOW APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: EXHIBIT "1" 20' SANITARY SEWER EASEMENT Being all that certain lot, tract or parcel of land situated in the Nelson H. Meisenheimer Survey, Abstract Number 810 in the City of Denton, Denton County, Texas and being a part of a 26.600 acre tract of land described in a deed to the City of Denton, Denton County, Texas as recorded in County Clerk's File Number 2012 - 146677 of the Real Property Records, Denton County, Texas; the subject tract being particularly described as follows; BEGINNING at a Texas Department of Transportation monument found being in the Southerly line of Riney Road and the Southwesterly line of U.S. Highway 77 (Business) also know as Locust Street and being the most Easterly Northeast corner of said 26.600 acre tract; Thence South 58 degrees 44 minutes 09 seconds East with the common line thereof a distance of 390.11 feet to point for a corner in the Westerly line of said Highway and being in the Westerly line of a Right of Way dedication as described in a deed to the City of Denton as recorded in County Clerk's File Number 2009 -24361 of the Real Property Records, Denton County, Texas; Thence South 14 degrees 10 minutes 03 seconds East with the Westerly line thereof and the East line of said 26.600 acre tract a distance of 28.27 feet to a point for corner from which a J" iron rod bears South 14 degrees 10 minutes 03 seconds East, 7.71 feet; Thence North 58 degrees 45 minutes 30 seconds West a distance of 404.77 feet to a point for corner; Thence North 89 degrees 21 minutes 38 seconds West a distance of 166.21 feet to a point for corner; Thence North 00 degrees 38 minutes 21 seconds East a distance of 31.10 feet to a point for corner; Thence North 89 degrees 28 minutes 31 seconds West a distance of 1209.32 feet to a point for corner in the West line of said 26.600 acre tract and being in the East line of a tract of land described in a deed to THX Properties, LLC as recorded in County Clerk's File Number 2014 -62875 of the Real Property Records, Denton County, Texas; Thence North 01 degrees 06 minutes 04 seconds East with the common line thereof passing a capped i" iron rod stamped "KAZ" found at 4.23 feet and continuing along said course a total distance of 20.00 feet to a point for the Northwest corner of the herein described tract and being in the South line of said Riney Road and from which a mag nail found for the said 26.600 acre tract bears North 01 degrees 06 minutes 04 seconds East, 8.27 feet; Thence South 89 degrees 28 minutes 31 seconds East along or near the edge of said Riney Road a distance of 1232.93 feet to a point for corner from which a capped iron rod stamped "Coleman" bears North 07 degrees 39 minutes 03 seconds East, 55.94 feet; Thence South 07 degrees 39 minutes 03 seconds West a distance of 31.39 feet to a 8" iron rod found for an Easterly corner of said 26.600 acre tract; Thence South 89 degrees 21 minutes 44 seconds East with a North line of said 26.600 acre tract a distance of 151.75 feet to the PLACE OF BEGINNING and enclosing 0.83 of an acre of land more or less. r`� ��a�sTEa�Q -j9 - 30 "' INN ZIINGER c' •,q 53ri'L ..,•� �iyR °Fes s; °`'rye PAGE 1 OF 2 KrAIZ SURVEYING 1720 WESTMINSTER DENTON, TX 76205 (940)382 -3446 JOBNUMBER: 140451 S.S.E. DRAV`M BY: D.B.R. DATE: 331.2015 R.P L.S. KENNETH A. ZOLLINGER D \ A TRACT OF LAND DESCRIBED IN A DEED TO G) m THX PROPERTIES, LLC N CCF# 2014 -62875 p R.P.R.D.C.T. n V .D O 0 10 II \ c � \OR'fl� 0 0 W r N 7 r O O z 0 r r �nnmC� r Z m Z I r O zzwcncncnzzzzzoww O �Nm0D I� �000 b Z 0 O f7 Z n 0o e .to auoauoa000ucn cD � cp cD o cD a .to N 0o m m Z f O cY> W D W <O N 00 C5 W w� N p � Z ) = 0 D W O Z 3 -( 0 .P O W O A ? O W W -+ O A j j 4 ci (j O 0 W 0 tD C -{ ;o m m m m mm mggmmo on n0ym ory °z0 Z-4 m I 01' p> � ajo � Zm , m o � 4 m� N o m W O O Z O. j N .A N 00 cWD O R1 N cD v V W tp O W -+ V 0 I V A g q W O N O V V -! m C N m �� t z QBZZQ A 0 O77 b - m �m DCO Ov z N"zc mo m u m F = 4 {m gom y � co co -4 x w — a�Z 0 NO m p m cn A N 0 D z D m x m D m K m i x c w v 0, c ?qas °'c O� rRA�O� ��Z J 0 OTT0� \ � c l <„ o c O 9 q o? 0 O A0. C0A00.'q�c T .Cl T 7g8 q�� N w Iz O Z �L12 00 m >A zT O n O -i O C x O Z � --I W O z I z 0 mm 0 x 0 D Z �nnmC� (m u K m > .0 poODO O �Nm0D I� �000 b Z 0 O f7 Z n O Z �L12 00 m >A zT O n O -i O C x O Z � --I EXHIBIT "2" NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR INSTALLATION AND MAINTENANCE OF WATER LINE AND SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN EVENT OF SALE OF PARK 1. Notice of Non -Park Use for Installation and Maintenance of Water Line and Sanitary Sewer Line On April 7, 2015, the City Council of the City of Denton, Texas, a Texas municipal home -rule corporation ( "City "), passed Ordinance No. 2015 - (See "Exhibit "A ") which allows the City, in accordance with the requirements of Chapter 26 of the Texas Parks and Wildlife Code, the permanent and perpetual use in, along, upon, under, over, and across a part of North Lakes Park ( "Park "), located at 2001 W. Windsor Dr., Denton, Denton County, Texas, for the sole purpose of installing, constructing, repairing, maintaining, altering, replacing, relocating, rebuilding, removing, and operating a water line and sanitary sewer line, and all necessary and related facilities and appurtenances. The specific location for the area of the Park used for the water line and sanitary sewer line is more particularly described, and visually depicted, in Exhibit "B." The portion of the Park containing the location of the water line and sanitary sewer line is more particularly described in Exhibit "C." Exhibits "A," "B," and "C" are attached to this document and made a part of the same. 2. Reservation of Easement in the Event of Sale of Park, or Portion of Park In the event the City sells the Park, or portion of the Park described in Exhibit "C" which contains the sanitary sewer line described in Exhibit "B," the City reserves a permanent and perpetual water line and sanitary sewer line easement for the purpose of installing, constructing, repairing, maintaining, altering, replacing, relocating, rebuilding, removing, and operating water lines, sanitary sewer lines, and all necessary and related facilities and appurtenances, in, along, upon, under, over, and across the land described in Exhibit "B," together with the right of ingress and egress as necessary for such purposes. In addition to the reservation of the permanent easement, a 20 -foot wide temporary work space easement is reserved adjacent to and outside the perimeter of the permanent easement tract described in Exhibit "B." This easement shall run with the land, is irrevocable, and is for the benefit of the City and the City's successors and assigns. Executed the day of , 2015. PAGE I OF 2 - NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR THE INSTALLATION AND MAINTENANCE OF WATER LINE AND SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN THE EVENT OF SALE OF PARK CITY OF DENTON, TEXAS George C. Campbell, City Manager ACKNOWLEDGMENT STATE OF TEXAS § DENTON COUNTY § This document is acknowledged before me, on the day of , 2015, by GEORGE C. CAMPBELL, City Manager, Denton, Texas, a municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Denton, Texas, a municipal corporation, that he was duly authorized to perform the same by the City Council of the City of Denton and that he executed the same as the act of said City for the purposes and consideration therein expressed, and in the capacity therein stated. Notary Public, State of Texas Approved as to legal form: Anita Burgess, City Attorney C After recording, return to: Paul Williamson, Real Estate & Capital Support Manager City of Denton 901 -A Texas St. Second Floor Denton, Texas 76209 PAGE 2 OF 2 - NOTICE BY THE CITY OF DENTON, TEXAS OF NON -PARK USE FOR THE INSTALLATION AND MAINTENANCE OF WATER LINE AND SANITARY SEWER LINE AND RESERVATION OF EASEMENT IN THE EVENT OF SALE OF PARK EXHIBIT "A" ORDINANCE TO BE ATTACHED AFTER IT HAS BEEN PASSED EXHIBIT "B" 20' SANITARY SEWER EASEMENT Being all that certain lot, tract or parcel of land situated in the Nelson H. Meisenheimer Survey, Abstract Number 810 in the City of Denton, Denton County, Texas and being a part of a 26.600 acre tract of land described in a deed to the City of Denton, Denton County, Texas as recorded in County Clerk's File Number 2012 - 146677 of the Real Property Records, Denton County, Texas; the subject tract being particularly described as follows; BEGINNING at a Texas Department of Transportation monument found being in the Southerly line of Riney Road and the Southwesterly line of U.S. Highway 77 (Business) also know as Locust Street and being the most Easterly Northeast corner of said 26.600 acre tract; Thence South 58 degrees 44 minutes 09 seconds East with the common line thereof a distance of 390.11 feet to point for a corner in the Westerly line of said Highway and being in the Westerly line of a Right of Way dedication as described in a deed to the City of Denton as recorded in County Clerk's File Number 2009 -24361 of the Real Property Records, Denton County, Texas; Thence South 14 degrees 10 minutes 03 seconds East with the Westerly line thereof and the East line of said 26.600 acre tract a distance of 28.27 feet to a point for corner from which a J" iron rod bears South 14 degrees 10 minutes 03 seconds East, 7.71 feet; Thence North 58 degrees 45 minutes 30 seconds West a distance of 404.77 feet to a point for corner; Thence North 89 degrees 21 minutes 38 seconds West a distance of 166.21 feet to a point for corner; Thence North 00 degrees 38 minutes 21 seconds East a distance of 31.10 feet to a point for corner; Thence North 89 degrees 28 minutes 31 seconds West a distance of 1209.32 feet to a point for corner in the West line of said 26.600 acre tract and being in the East line of a tract of land described in a deed to THX Properties, LLC as recorded in County Clerk's File Number 2014 -62875 of the Real Property Records, Denton County, Texas; Thence North 01 degrees 06 minutes 04 seconds East with the common line thereof passing a capped 2" iron rod stamped "KAZ" found at 4.23 feet and continuing along said course a total distance of 20.00 feet to a point for the Northwest corner of the herein described tract and being in the South line of said Riney Road and from which a mag nail found for the said 26.600 acre tract bears North 01 degrees 06 minutes 04 seconds East, 8.27 feet; Thence South 89 degrees 28 minutes 31 seconds East along or near the edge of said Riney Road a distance of 1232.93 feet to a point for corner from which a capped iron rod stamped "Coleman" bears North 07 degrees 39 minutes 03 seconds East, 55.94 feet; Thence South 07 degrees 39 minutes 03 seconds West a distance of 31.39 feet to a g" iron rod found for an Easterly corner of said 26.600 acre tract; Thence South 89 degrees 21 minutes 44 seconds East with a North line of said 26.600 acre tract a distance of 151.75 feet to the PLACE OF BEGINNING and enclosing 0.83 of an acre of land more or less. 9N KENN LINGER <•, R •534 ,•A• 3URv�y0 PAGE 1 OF 2 �I �a Y SURD &VEYING 1720 WESTMINSTER DENTON, TX 76205 (940)382 -3446 JOB NUMBER: 140451 S.S.E.- DRAWN BY: D.B.R. DATE: 331.2015 RRLS. KENNETH A. ZOLLINGER 0 c II� N VORTH CD 0 N 0 0 r W A TRACT OF LAND r r O > DESCRIBED IN A DEED TO r V r a> m THX PROPERTIES, LLC r W r N� N CCF# 2014 -62875 I m N 0 O 2 z O R.P.R. D.C.T. o _ O� n z v Z N z w w W 00 .D O � W0Wowow@- c0 V c0 c) 119 IO (Z .P cnT Wo r mcco 000 �mm ociocwtowcioo� �$o'�ci'i 0 c II� N VORTH CD 0 N 0 0 r W r N r r O r t0 r CO r V r a> r 0 r A r W r N� r r_ z m I m N 0 O 2 z Z w o to w z z z z z w w W 00 VA W0Wowow@- c0 V c0 119 IO W .P cnT Wo rn Z��S mcco 000 �mm ociocwtowcioo� �$o'�ci'i o Z C�mnY 0 X-1 ONT' aww w a woWCn xmnF; 2�m mmmm *mm�mggmm -u mn 007o ON -n0 -A G 9j Z ZO Z-tZ n�OD n -+Atm_ m mZmF �� z 4000 C N OD ,(alt V N O �O A O D O G (il N V (D A V q W q W W O O W N -+ O j V V N V --� s 0 m I "� �.I-51 h2 R z Q2L12C0 �6 CO m ° 'o -n 9 O r Z n `z o 4 (Cil � o -n O C� D QOCCD Z Co A O O < 2 X ' m 09 4F j C� m m w A z g to C /TyO� 211167 q,Tjo 4 m w p m > 80 rm ZN o Upg WX� 40TtiT0�� OAT �� o G3 'MW m _O Z cZi A Q N a Z p C2� �OC� /Mg �7 z -� RF n W O z zo mm WCD 0D�-i Z �mm5x IT! u U K m A �oD0Oi 0 r Z cn O O 0 n m D T C7 (— �° I- 0 0oo DO Z --j �O f7 Z 0 �.I-51 h2 R z Q2L12C0 �6 CO m ° 'o -n 9 O r Z n `z o 4 (Cil � o -n O C� D QOCCD Z Co A O O < 2 X ' m 09 4F j C� m m w A z g to C /TyO� 211167 q,Tjo 4 m w p m > 80 rm ZN o Upg WX� 40TtiT0�� OAT �� o G3 'MW m _O Z cZi A Q N a Z p C2� �OC� /Mg �7 z -� RF n O Z �.I-51 h2 R z Q2L12C0 �6 CO m ° 'o -n 9 O r Z n `z o 4 (Cil � o -n O C� D QOCCD Z Co A O O < 2 X ' m 09 4F j C� m m w A z g to C /TyO� 211167 q,Tjo 4 m w p m > 80 rm ZN o Upg WX� 40TtiT0�� OAT �� o G3 'MW m _O Z cZi A Q N a Z p C2� �OC� /Mg �7 z -� RF n Doc-146677 EXHIBIT "C" EXHIBIT "All attachment to.Special Warranty Deed Page 1 of 2 -MckIP11914 OP PROPERTY SiIRVEY1:p the A'H. SITUATED- In the'. City 'of Denton, Denton Coqnty Texas, and being a 'tract of land In 6 1 as 6: Molsenha'mer Survey, Abstract -No. 810, and being a. portion of certain parde de6d to Royzor lhvestmentsi Ltd. reccirded'.1n.Volunye - reilclue,troot -coiled Section 3, Tract Fifteen; In as fow llo . s:` 1796, Page 601, Denton County De6d. -Records, and told portion being. more fully described u sold Traot1Flftebn:qnd' the BEGINNING,".1;t - a 5/8". Iron rod fo'u'ryd- In -place for the. 'thw6st comer of. -port of-North.-Lokoi Parkj* northwest- comet of that certain tract conveyed to the CltV.bf Denton for a 1�, of said Deed Riacordi,'kild, poIht'bdIhg'also-the . tqjtfiklit Aeod recorded -In Volume 694 Pdda.2. e rjrj6 by deed ri3c0r46a'f6 V61U Mi. tract conveyed -to Samuel J. ONO Dor6t'y Md corner that certain -R f that certain portion of sold Noith Page 24.4; beed' ecords, and-the northeast comer. 6 oVtbld 1087 m64 recorded In VoVm!a 764, Oo6e:.2.65t Lakes Park conveyed to the City of Denton.by-Instiij Deed.Recordi: seconds East With the -common llne:h n sold Tract-FIff9en etwee THENCE North .1, degree, 48 minutes, 55 a - O:vcdoble and said MoM6 tract and partially along fa.fenc.'e -line; passing the south line of Rhey,Ro d, *on north corner Width jlght.ofw-yv6y p�Ubllcio,qd,,contlnulng.ln all 921:30 feet to a MAG hall for the common Joint of said Trd6t. Fifteen and sold.. Madho tract- In the south line of ihot,ce,dfaln tract conveyecf to 'i Venture by d60d recorded In Volume 5322,* Page 197, of said DeedRecotds'. er and sold souft-like THENCE:Sduth 88 degrees, 48 minutes East with the north line of said Tract Fifteen - - feet to Ihe' -C6tl- tract, In and near the center of the asphalt poveMent -of said Riney Roo d, to the 9tdte, of Texas for U. S. Highway 7-7 Business northwest comer mer of that certain Poroel:14 conveyed 4 d recorded I' Volume 42 of said Deed Records., 63, Pdge 1 $3 n Route (Sand t'Road) by deed 'THENCE South 1 -degree, M minutes, 20 seconds West with the. west -line Qf Sold , Statp Texas ,.*o '11. . 40.0 Iron 'found n place-for thb- W604rly . pqsslng sold south line. of Riney Road, Ina feet'to'b 51611, rod. southwest comer of said State of Texas tract; Of -`lf THENCE South 88 degrees, 38 . minutes, 40 seconds East with the most west4�rly south line of sdld-'Std Texas- - tract, 161-..68 fee a "ITMOT" copped 5/81' Iron rod found-In: place for an and16 point - In.sqId exas. t to State•of-Texas irdok THENCE South 58 d6drbes, 02,minutes, 30 seconds East With a southwesterly line,.of said State cif Texas. PLS I "Off* coiiierof 'tradt, SqO.,O feet to an R capped 5/8" Irom rod f6uhd in.pla' �.O'forthe most. northerly- ddedrdc' '�o.ynderCounty.�Cietk'sFile�Nb.- that certain tract 'conveyed. the City of Denton by.. eyed. to 24361: thewested and northwesterly IlhO: oftOlci City �Ott.- THENCE crossing sald,Rayzor Investments tract With Y Denton tract that Is described In instrument recorded under Cojhty Clerk's Flla..N6. 2009- 24361, the following courses and dlstancot-. South 13 degrees, 02 minutes, 80 seconds East, 36,36feetJ6 an RPLS.1 640"..caooed, 6/81t Iron tod set, South 31 degrees, 57 minutes, 30 seconds West, 390.30 feet, to an '!RPLS 1640".• dapped 5/6" Iron rod set for the beginning of -a curve Whose center hears North 58. degrees, 02. minutes,. 30 seconds West, 200.0 fedt,, and, Doc - 146677 s EXHIBIT "A" attachment to Special Warranty. Deed Page 2 of 2 soufihwegedy'vi�ifih said- curve, 206:35 feet fo an. `! RPLS 164T capped. 5/8" iron rod set for . the end. 6f said cveye and: tha :rriost waterty corner of said City of Denton. tract that -is desGribed-in instrument recorded under Cqunty'Cterk's File No. X009- 24361; Ina saUth line of `sold Tract: Flfteen'and a north line of said city-of Benton tract described in Volume 69.7; Page 213; THENCE North 88 degrees, 55 minutes, 40 seconds West with a south tine of said Tract Ftfteen.and_Q north: tine of said City of Denton tract that is descdbedin'(nsfruinenf recorded It! Volume 697, Paga 2i3, 911.24 feet.toa 5/8" iron rod found In:place•for an,angte point tn:satd common dries; THENCE South .66 degrees,:05. minutes, 05 seconds Wipsf ( ass gearing .fepM. :City of Denton deed. in Volume.697, Page 213, of said Deed Records), continuing Wlih common tines between Bald Tract Fifteen • and .said. City,of Denton tract described-in Volume 697, Page 211. 499.39 feet to thoi :KAGE OF BEGINNING, and containing 26.600 acres (1,158,700 square feet).'. Thjs doscdp ion arepared to accotnpanv a sarvev map Qt tt�. 4escribed propefi► Gerry Curtis As-so0i /atQsk)n0:1.1 46 4W Robed "801 'ltg b ► °. � vj McW49desc.doc City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: Z14 -0010, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: April 7, 2015 SUBJECT Hold a public hearing and consider an initial zoning of Neighborhood Residential 4 (NR -4) on approximately 17.76 acres and Neighborhood Residential 6 (NR -6) on approximately 22.57 acres of land on a tract totaling 40.33 acres in size. The subject property is generally located on the west side of Cooper Creek Road, approximately 750 feet south of Silver Dome Road and 1,250 feet north of Fishtrap Road (Z14 -0010, Windsor Oaks). The Planning and Zoning Commission recommends approval (6 -0). BACKGROUND The applicant, Randall Smith, on behalf of the property owner, the Estate of C.L. Byrom, is requesting initial zonings of NR -4 and NR -6 on approximately 40.33 acres along the west side of Cooper Creek Road. This request is subsequent to a voluntary annexation of the property completed in October 2014 (A14- 0001). If approved, the applicant has expressed intent to include the subject property into the 165 -acre Windsor Oaks development centered on the future intersection of N. Loop 288 and Windsor Drive. To ensure all phases of Windsor Oaks are thoughtfully planned for utilities, transportation, parks and other services, a General Development Plan (GDP) will be required prior to platting. The timing of offsite improvements necessary to serve the subject property will also be considered as part of the GDP. The subject property will be divided by the extension of Windsor Drive from its existing location west of Loop 288. To be consistent with the zoning classification of adjacent properties, the applicant has request NR -4 on the 17.76 acres north of the Windsor Drive extension and NR -6 on the 22.57 acres south of the extension. Future rezoning requests may be necessary as the final alignment of Windsor Drive is established and in association with review of the GDP. The request was first scheduled for the Planning and Zoning Commission meeting on January 7, 2015. At this meeting, the Commission tabled the item until the applicant could provide a more detailed plan for the entire Windsor Oaks Development. Following this meeting, staff informed the Commission that initial zonings were the next appropriate step in the development process and that a future GDP would address many of their offsite infrastructure concerns. The request was then scheduled for the March 11, 2015, Planning and Zoning Commission meeting; at which time the Commission recommended approval (6 -0). Prior to the public hearing, staff sent seven (7) public notices to property owners within two hundred (200) feet of the site and four (4) courtesy notices to residents within five hundred (500) feet of the site. As of writing this report, staff received two written responses in favor of the request. City of Denton Page 1 of 3 Printed on 4/2/2015 File #: Z14 -0010, Version: 1 OPTIONS 1. Approved as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (6 -0). The Development Review Committee recommends approval of this request. ESTIMATED SCHEDULE OF PROJECT Not Applicable. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On May 6, 2014, City Council voted 7 -0 to accept a petition for voluntary annexation of the 40.33 acre subject property and directed staff to being annexation proceedings. On August 5, 2014, City Council conducted the first public hearing required by Section 43.063, Subchapter C -1 of the Texas Local Government Code to annex the subject property. On August 19, 2014, City Council conducted the second public hearing required by Section 43.063, Subchapter C -1 of the Texas Local Government Code to annex the subject property. On September 9, 2014, City Council voted 7 -0 to institute annexation of the subject property and conducted the first reading of the annexation ordinance. On October 21, 2014, City Council conducted the second reading of the annexation ordinance and voted 7 -0 to approve the annexation ordinance. The annexation of the property took effect immediately upon approval of the annexation ordinance. On January 7, 2015, the Planning and Zoning Commission tabled the initial zoning request until an event certain that the applicant provided a conceptual plan for the overall Windsor Oaks Development. On March 11, 2015, the Planning and Zoning Commission recommended approval of the initial zoning request. FISCAL INFORMATION Not Applicable. BID INFORMATION City of Denton Page 2 of 3 Printed on 4/2/2015 File #: Z14 -0010, Version: 1 Not Applicable. EXHIBITS 1. Planning and Zoning Commission Staff Report 2. Site Location/Aerial Map 3. Zoning Map 4. Future Land Use Map 5. Project Narrative 6. January 7, 2015 Planning and Zoning Commission Minutes 7. March 11, 2015 Planning and Zoning Commission Minutes 8. Public Notification Map 9. 200 ft. Property Owner Notice Responses 10. Draft Ordinance Respectfully submitted: Aimee Bissett Interim Planning and Development Director Prepared by: Michael J. Bell Associate Planner City of Denton Page 3 of 3 Printed on 4/2/2015 Exhibit I Public Hearing Item 5C PLANNING AND ZONING COMMISSION STAFF REPORT Z14 -0010 — WINDSOR OAKS TO: Planning and Zoning Commission DATE: March 11, 2015 CASE MANAGER: Mike Bell, (940) 349 -7705 SUBJECT: Hold a public hearing and consider making a recommendation to City Council regarding an initial zoning of Neighborhood Residential 4 (NR -4) on approximately 17.76 acres and Neighborhood Residential 6 (NR -6) on approximately 22.57 acres of land on a tract totaling 40.33 acres in size. The subject property is generally located on the west side of Cooper Creek Road, approximately 750 feet south of Silver Dome Road and 1,250 feet north of Fishtrap Road (Z14 -0010, Windsor Oaks). APPROVAL PROCESS: A public hearing will be held at the Planning and Zoning Commission meeting. The recommendation of the Commission will be forwarded to the City Council for an additional public hearing and final action, tentatively scheduled on April 7, 2015. Vicinity Map: OAK SEND y PRIVATE PN q 01 CARITON w M <0 O SILVERDOME r m 2�e DEERFIELD .Y w 5 AWGS ROW U 6 Subject Property U g F I SHTRAPr "� � w J z FSNy RAP EERSO CHE1 i a w t9 Existing Site Photo: Z14 -0010 (Windsor Oaks) Prepared By: Mike Bell Page 1 of 7 DENTON c>fl City of Denton Planning and Zoning Commission March 11, 2015 Initial Zoning Request Pro) ectNumber: Z14 -0010 Applicant: Randall Smith Property Owner: Estate of C.L. Byrom ITEM SUMMARY: The purpose of the request is to establish initial zoning districts of Neighborhood Residential 4 (NR -4) and Neighborhood Residential 6 (NR -6) on approximately 40.33 total acres of land annexed into the City in 2014, currently zoned Rural Residential (RD- 5X). The applicant has stated that, if approved, the subject property would be included into the Windsor Oaks development center around the intersection of Windsor Drive and North Loop 288. The two zoning districts proposed will be connected by the future extension of Windsor Drive from its current location, west of North Loop 288 to Cooper Creek Road, dividing the subject property. To be consistent with the adjacent zoning classifications of Tract 3 and Tract 6, the 17.76 acres north of the future Windsor Drive is proposed to be zoned NR -4 and the 22.57 acres south of Windsor Drive are proposed to be zoned NR -6, see Exhibit 3. The Planning and Zoning Commission tabled the request at its meeting on January 7, 2015, citing the following: 1. The timing of offsite infrastructure improvements necessary to serve the eventual development of the subject property; 2. That approval of the zoning would allow "piecemeal" development of Windsor Oaks; 3. The effect of final alignment of Windsor Drive on zoning boundaries; and 4. Environmentally Sensitive Area (ESA) concerns. The Commission requested staff to address these concerns with a more detailed development plan, which included the timing of the offsite improvements. In response to the Commission's concerns, staff will require a General Development Plan (GDP), as permitted in Subchapter 16 of the Denton Development Code (DDC), prior to platting, to ensure the adequate provision of offsite infrastructure is in place. The GDP will include a phasing plan, Traffic Impact Analysis (TIA), and ESA Assessment of the entire Windsor Oaks development to ensure coordination of improvements and avoid "piecemeal" development. If the GDP determines offsite improvements are necessary to serve the subject property, it will ensure those are provided prior to platting. Additionally, approval of the initial zoning does not expressly permit development of the subject property at this time. Additional rezoning requests may also be necessary as the final alignment of Windsor Oaks is established and while the GDP is under review. SITE HISTORY: In 2002, a rezoning request was approved for approximately 217 acres in the northeast part of Denton, generally referred to as Windsor Oaks. Centered on the intersection of Windsor Drive and North Loop 288, this rezoning request included the zoning districts depicted in Figure 1 below (since that time, only the church on Tract 1 has developed): Z14 -0010 (Windsor Oaks) Prepared By: Mike Bell Page 2 of 7 DENTON c>fl City of Denton Planning and Zoning Commission March 11, 2015 Figure I — 2002 Windsor Oaks Rezoning Initial Zoning Request Pro) ectNumber: Z14 -0010 Applicant: Randall Smith Property Owner: Estate of C.L. Byrom Tract Zoning Acreage Max Density du /a In April 2014, the applicant contacted Staff to determine the necessary steps to develop the single - family residential components of Tracts 2 and 3 of Windsor Oaks, as well as an additional 104.39 acres to the northeast, illustrated as Tracts 6 and 7 in Figure 2. Of the 104.39 additional acres, all 64.06 acres within Tract 6 were zoned NR -4 during the city -wide rezoning in 2002 and required no change in zoning to be consistent with the applicant's intent for development. The 40.33 acres within Tract 7 were in the Extraterritorial Jurisdiction (ETJ). Staff advised the applicant that a voluntary annexation and initial zoning would be required if they desired the 40.33 acre ETJ portion to be included in the city limits. Z14 -0010 (Windsor Oaks) Prepared By: Mike Bell Page 3 of 7 DENTON c>fl City of Denton Planning and Zoning Commission March 11, 2015 Initial Zoning Request Pro) ectNumber: Z14 -0010 Applicant: Randall Smith Property Owner: Estate of C.L. Byrom Figure 2 — April 2014 Windsor Oaks and Additional Tracts On October 21, 2014, Tract 7 was annexed in the City of Denton and given a temporary zoning classification of Rural Residential (RD -5X). The applicant has subsequently applied for an initial zoning of NR -4 and NR -6 on the subject property (Tract 7) to continue the necessary steps to develop the property. PROPOSED ZONING: The applicant is proposing to zone approximately 17.76 acres north of the future Windsor Drive extension NR -4 and approximately 22.57 acres to the south NR -6. The exact alignment of Windsor Oaks will be determined during review of the GDP. CONFORMANCE TO THE COMPREHENSIVE PLAN: Comprehensive Plan Goals and Objectives: The Future Land Use Map of Denton Plan 2030 shows the northern portion of the subject property as "Low Residential" and the southern portion as "Moderate Residential." Low Residential is generally an area intended for distinct, single - family subdivisions up to four units per acre. Moderate Z14 -0010 (Windsor Oaks) Prepared By: Mike Bell Page 4 of 7 DENTON c>fl City of Denton Planning and Zoning Commission March 11, 2015 Initial Zoning Request Pro) ectNumber: Z14 -0010 Applicant: Randall Smith Property Owner: Estate of C.L. Byrom Residential accommodates small lot, single - family houses, townhomes, and low -rise apartments from four to 12 units per acre. The proposed initial zoning of NR -4 and NR- 6, divided by the extension of Windsor Drive, is consistent with the Future Land Use Map and the general character of the Windsor Oaks development. The Preferred Growth Concept within Denton Plan 2030 is a conceptual illustration of the form, character, and general location for areas of new development and intensification over the course of the Plan. It suggests the City should encourage growth in a compact pattern, mostly inside Loop 288, but also with strategically located centers and corridors of growth along Loop 288 and in other parts of the city. The Community Mixed -Use Center at the future intersection of Windsor Drive and North Loop 288 will serve as one such center of growth with moderate and single - family uses of the subject property to support it. Additionally, completing the continuous city limit line along Cooper Creek Road, which serves as the eastern boundary of the subject property, would be an appropriate location to transition into the more rural character of the ETJ. The proposed initial zoning of the subject property is consistent with the overall goals and objectives of the comprehensive plan. This area has been planned for future residential uses at the densities being proposed, and additional detail for the project will be forthcoming as the development process continues as part of the previously mentioned GDP. Staff stresses the importance of the GDP as the next steps in the process to address the Commission's concerns. • Impact on Infrastructure: Water — There is currently no municipal water service to the site. To serve future residents, the developer will be required to extend water from its existing location at the corner of Kings Row and Farris Road. Coordination of these facilities and the connections to adjacent properties will be further reviewed as part of the aforementioned GDP for the entire Windsor Oaks development. Wastewater — There is an existing 10 -inch water main along Cooper Creek Road, the subject property's eastern boundary. To serve future residents, the developer can connect to this sewer but will also be required to connect to the existing sewer main at the corner of Kings Row and Farris Road. Coordination of these facilities and the connections to adjacent properties will be further reviewed as part of a GDP for the entire Windsor Oaks development. Streets — The Mobility Plan requires the extension of Windsor Drive, a four -lane, secondary arterial, through the property. The developer will be required to construct the full -width of Windsor Drive, in addition to improving Cooper Creek Road on the property's eastern boundary. Coordination of these streets and the connections to adjacent properties will be further reviewed with the GDP. As part of the GDP, a Traffic Impact Analysis (TIA) will also be required to study whether the construction of the Windsor Z14 -0010 (Windsor Oaks) Prepared By: Mike Bell Page 5 of 7 DENTON c>fl City of Denton Planning and Zoning Commission March 11, 2015 Initial Zoning Request Pro) ectNumber: Z14 -0010 Applicant: Randall Smith Property Owner: Estate of C.L. Byrom Drive bridge over North Loop 288 is necessary prior to the approval of plats for this phase of Windsor Oaks. The GDP would also determine what phasing is necessary to ensure all parts of Windsor Oaks are adequately served prior to development of each phase. Should the GDP determine that the bridge is a necessary public improvement to serve the transportation needs of the subject property, plats could be denied until the bridge is installed. • Impact on Public Facilities /Services: Denton Independent School District has stated that there is existing capacity to serve the approximately 150 students potentially generated by the density proposed on the subject property. Park Dedication and /or Fees in Lieu will be further reviewed as part of the required GDP. • Compatibility with Existing and Potential Adjacent Land Uses: Northwest: NR -4 Undeveloped North: NR -4 Undeveloped Northeast: ETJ Farm & Ranch West: Subject Property: East: NR -4 RD -5X ETJ Undeveloped Undeveloped Rainey Greenhouse Southwest: South: Southeast: NR -6 NR -6 ETJ Undeveloped Undeveloped Farm & Ranch The subject property is located on the edge of the Denton's city limits. The proposed zoning request is consistent with the existing NR -4 and NR -6 zoning districts to the west and south that are also part of the overall Windsor Oaks development. • Concentration of Use: The Windsor Oaks development is centered on the Community Mixed Use area at the intersection of Windsor Drive and North Loop 288. Surrounding this property are NR -4 and NR -6 neighborhoods where additional residential uses are anticipated. STAFF ANALYSIS: The proposed zoning request is consistent with the other residentially -zoned tracts within Windsor Oaks. It is consistent with the goals and policies of Denton Plan 2030, and the proposed project will create a continuous city limit line along Cooper Creek Road. Taken as a whole, the Windsor Oaks Development will provide a balance of commercial services and residential developments in this portion of the city that is planned for and anticipated by Denton Plan 2030. Z14 -0010 (Windsor Oaks) Prepared By: Mike Bell Page 6 of 7 DENTON c>fl City of Denton Planning and Zoning Commission March 11, 2015 Initial Zoning Request Pro) ectNumber: Z14 -0010 Applicant: Randall Smith Property Owner: Estate of C.L. Byrom Staff's primary concerns related to the proposed development include a lack of immediately available parks, schools, and commercial uses within convenient walking or biking distance of future residents. Should the proposed zoning request be approved, a GDP would be required prior to platting to ensure all 270 acres of Windsor Oaks are thoughtfully planned for utilities, transportation, parks, and other services once fully developed. STAFF RECOMMENDATION: Staff recommends approval of the proposed zoning request. It is consistent with Denton Plan 2030 and compatible with the zoning and land use of adjacent properties. PUBLIC NOTIFICATION: To comply with public hearing notice requirements, Staff sent seven public hearing notices to property owners within 200 feet of the subject property, four courtesy notices to physical addresses within 500 feet of the subject property, published a notice in the Denton Record Chronicle, and placed signs on the property. As of the writing of this staff report, staff has received no responses to these notices. PROJECT TIMELINE: Subject Date Business Days under DRC Review Business Days out to Applicant Application Received April 14, 2014 - - lst Submittal sent to DRC Members April 14, 2014 - - Coimnents Released to Applicant May 1, 2014 13 - DRC Meeting with Staff May 8, 2014 - - I" Planning and Zoning Commmission Meeting January 7, 2015 - - Total Business Days 10 0 ATTACHMENTS: • Location/Aerial Map • Zoning Map • Future Land Use Map • Public Notification Map • Project Narrative Reviewed By: Abra Nusser, AICP Planning Supervisor Z14 -0010 (Windsor Oaks) Prepared By: Mike Bell Page 7 of 7 Submitted By: Ron Menguita, AICP Development Review Committee Administrator f o tP 5' IIIIIIII�II�IIIIIIII���IIIIIIIIIIIIIIIIIIIIIIV DENTON sAlegal \our documents \ordinances \15\714 -001 O.docx Exhibit 10 Draft Ordinance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING AN INITIAL ZONING OF NEIGHBORHOOD RESIDENTIAL 4 (NR -4) ON APPROXIMATELY 17.76 ACRES AND NEIGHBORHOOD RESIDENTIAL 6 (NR -6) ON APPROXIMATELY 22.75 ACRES OF LAND ON A TRACT TOTALLING 40.33 ACRES IN SIZE. THE SUBJECT PROPERTY IS GENERALLY LOCATED ON THE WEST SIDE OF COOPER CREEK ROAD, APPROXIMATELY 750 FEET SOUTH OF SILVER DOME ROAD AND 1,250 FEET NORTH OF FISHTRAP ROAD, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; AND PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE (Z14- 0010). WHEREAS, Randall Smith, on behalf of the property owner, the Estate of C. L. Byrom, has applied for an initial zoning of Neighborhood Residential 4 (NR -4) on approximately 17.76 acres and Neighborhood Residential 6 (NR -6) on approximately 22.75 acres of land legally described in Exhibit "A" and depicted in Exhibit "B ", attached hereto and incorporated herein by reference (hereinafter, the "Property "); and WHEREAS, after providing notice and after conducting a public hearing on March 11, 2015 as required by law, the Planning and Zoning Commission recommended approval (6 -0) of the initial zoning designations; and WHEREAS, after providing notice and after conducting a public hearing on April 7, 2015 as required by law, the City Council finds that the initial zoning designations are consistent with Denton Plan 2030 and are in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference as true. SECTION 2. The initial zoning designations on the Property are hereby approved. SECTION 3. if any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 4. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 5. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2015, CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY um APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: LEGAL DESCRIPTION NORTH TRACT — NEIGHBORHOOD RESIDENTIAL 4 (NR-4) Being all that certain lot, tract or parcel of land situated in the T.H. Living Survey, Abstract Number 9 in the City cn Denton, Denton County, Texas and being a part cf a called 40 acre tract of land described ina deed to C.L. Byrom and Anita Byrom as recorded in Volume 308, Page 264 of the Deed Records of Denton County, Texas; the subject tract being more particularly described aafollows; BEGINNING at point for the Northeast corner of the herein described, the same being the Northeast corner of said 40 acre tract and being in or, near the center of an apparent public road posted as Cooper Creek Road; Thence South 02 degrees 28 minutes 12 seconds West inor near the center of said road and with the East line of said 40 acre tract a distance of 650.67 feet to a point for the Southeast corner of the herein described tract; Thence North 87 degrees 34 minutes 39 seconds West a distance of 1217.16 feet to a point in the West line of said 40 ecnm tract and being the Southwest corner nfthe herein described tract; Thence North 02 degrees 25 minutes 21 seconds East with the West line of said 40 acre tract distance of 620.05 feet to a point for the Northwest corner ofsaid 40 acre tract and being the Northwest corner of the herein described tract; Thence South 8S degrees O1 minutes O5 seconds East with the North line of said 4O acre tract odistance of 1218.09 feet to the PLACE OF BEGINNING and enclosing 17.76 acres of land more or less. SOUTH TRAcT — NEIGHBORHOOD RESIDENTIAL 6 (NR-6) Being all that certain lot, tract or parcel of land situated in the T.H. Living Survey, Abstract Number 729 in u*, C/q, of ue//u,//, ue/ux/ Cuw/g/' Texas and being a part cxa ceem *u acre tract cnland oeecnoeo in a deed toC.L Byrom and Anita Byrom smrecorded in Volume 3O8. Page 2O4ofthe Deed Records of Denton County. Texas; the subject tract being more particularly described as follows; BEGINNING at the Southeast corner of said 40 acre tract and the Southeast corner of the herein described tract and being in or near the center of an apparent public road posted as Cooper Creek Road; Thence North 87 degrees 44minutes 38 seconds West with the South line of said 4O acre tract n distance of1218.5O feet toa point for the Southwest corner ofsaid 40 acre tract and being the Southwest corner of the herein described tract; Thence North 02 degrees 25 minutes 21 seconds East with the West line of said 40 acre tract adistance of 809.80 feet to a point for the Northwest corner of the herein described tract; Thence South 87 degrees 34 minutes 39 seconds East a distance of 1217.16 feet to a point in the East line of said 40 acre tract and being in or near the center of said road and being the Northeast corner of the herein described tract; Thence South 02 degrees 28 minutes 12 seconds West with the East line of said 40 acre tract, inornear the center of said road a distance of 806.27 feet to the PLACE OF BEGINNING and enclosing 22.57 acres of land more orless NEW a_w_ �- l' 01W.11 I E110skyj Z14-0010 Site Location/Aerial Map Exhibit 2 Z14-0010 Site Location/Aerial Map N Site w E Parcels DENTON llainn nq DelpailmoM - GIS Streets S DENTON I IL-L ---------- _j Site w E Parcels .. ..... DENTON ...... llninn�nq DelpailmoM - GIS Streets S DENTON IL-L ---------- _j t, llgluxH Exhibit 5 EL:L & MARTIN CORPORATION P.O. �Box 295429, Lewisville, TX 7,5029-5429 April 14,201.4 y RE: Zoning of 40 acres Windsor Oaks extension at Cooper Creek -Road Denton, Texas Exhibit 6 Z14 -0010 January 7, 2015, Planning and Zoning Commission Minutes 1 Taylor stated he loves the eclectic representation style of Denton. He stated all three of these 2 houses are very close and all different styles. He stated this is what Denton needs to preserve. It 3 is nice to see the neighborhood come together and do this process as a group. Reece stated it is a 4 labor of love, this Commission and the City appreciates it. 5 6 Commissioner Frank Dudowicz motioned, Commissioner Amber Briggle seconded to approve 7 this request. Motion approved (7 -0). Chair Thom Reece, aye, Commissioner Devin Taylor, aye, 8 Commissioner Amber Briggle, aye, Commissioner Brian Bentley, aye, Commissioner Frank 9 Conner, aye, Commissioner Jim Strange, aye, and Commissioner Frank Dudowicz, aye. 10 11 12 Menguita introduced Bell. Bell provided the request, location map, and background information. 13 In 2002, the Windsor Oaks area was rezoned, and then in April of 2014, the applicant contacted 14 staff to discuss developing in the Neighborhood Residential -4 (NR -4) and Neighborhood 15 Residential - 6 (NR -6) of the Windsor Oaks. The applicant also discussed developing the NR -4 16 and extraterritorial jurisdiction (ETJ) to the northeast. In October 2014, the annexation of the 17 property was completed; the RD -5X zoning applied to the property. The current request is for 18 NR -4 on the northern 17.76 acres, NR -6 on the southern 22.57 acres. This would allow a 19 realignment of Windsor Drive to separate the zonings. 20 21 Bell stated Subchapter 35.3.4.B.2 of the Denton Development Code lists the general approval 22 criteria for zoning amendments. The criteria relevant to a zoning change are listed below.I the 23 proposed rezoning conforms to the Future Land Use Element of the Denton Plan. 2. The 24 proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, 25 parks, and other public requirements and public convenience. Staff sent out seven (7) Public 26 Hearing notices to property owners within 200 feet of the subject site, and four (4) courtesy 27 notices to property owners within 500 feet of the subject site. At this time staff has not received 28 any returned responses. 29 30 Strange questioned the reason the applicant isn't bringing the southern portion of the property 31 forward for the zoning. Bell stated this is the initial zoning; it would not be a part of this process. 32 He stated the alignment of Windsor Drive would have to be taken care of. Strange questioned 33 plans for an overpass. Bell deferred to Earl Escobar. Escobar stated the subject property is not 34 adjacent to the overpass of Loop 288; so they are not responsible for construction of that. He 35 stated a traffic analysis could be initiated to see if an overpass would be warranted. He stated he 36 was believes this property is a General Development Plan (GDP), it could be submitted for the 37 traffic analysis as part of that. Menguita stated he believes the GDP has expired, and the 38 applicant is working on it and encompassing a larger area. 39 7 1 Bentley stated there is preliminary plat discussion. The history of this whole property was under 2 a preliminary plat. The City sent notices to the property owners to bring the plat forward within a 3 certain time. The applicant then brought in a representative, and then a timeline was given to get 4 the preliminary plat completed. He stated that item has not come before this Commission since 5 then. He stated that Strange brought up a good point about a bridge to be constructed as an 6 overpass. He stated there was a requirement for a bridge to be built; however, the project was left 7 in the final plat stage with multiple zoning errors, and other errors. 8 9 Bentley stated it looks like the applicant wants to come back now and skip part of the steps from 10 the original project. Bell stated the backup materials state that the GDP has expired; the Code 11 requires more than 20 acres to acquire a new GDP, so that the project isn't piece milled together. 12 He stated he is not aware of all the history on this project. He stated this project would be better 13 with a new GDP instead of the one that has just expired. 14 15 Menguita stated the GDP would cover most of the area. The applicant is aware of the concerns of 16 this Commission and staff. They are looking at possibly rezoning the other portions that would 17 closely conform to the GDP proposal. He stated this is an initial zoning for the property, it might 18 be premature; however, it has moved forward. Strange questioned where the requirement for the 19 overpass would come into the project. He stated there is concern that the project will come in as 20 pits and pieces at a time. There are mobility issues and there hasn't been a requirement for the 21 overpass. He stated there will be traffic on Kings Row and Cooper Creek. Conner questioned this 22 being the same scenario as a previous development on Loop 288 and Hwy 380. Bentley stated 23 yes Spring Valley. Bell stated the GDP will call out those requirements. He stated whoever 24 develops within the Community Mixed Use- General development would be required to provide 25 the overpass. 26 27 Bentley questioned if the zoning lines on the map provided are those from the applicant or the 28 City. Bell stated the City interactive zoning map. Bentley stated Erica Marohnic was the previous 29 case manager to this project. He stated there was an issue in the past with the GDP where none of 30 the zoning lines were put on the map from what the City had approved. Leal questioned if there 31 is one owner for this development; Bell stated it should be. Leal stated based on the ownership 32 and the acreage; he questioned if the applicant has considered doing a Master Planned 33 Community (MPC). He stated that might be able to be done and include the overpass 34 requirements. Menguita stated that was not a discussion staff and the applicant had. He stated 35 staff would like to see the GDP again; however, it depends on the applicant. He stated MPC's are 36 typically allowed to divert away from the Code. 37 38 Menguita stated the applicant wants to do something that has no need for an MPC. He referred to 39 Strange's comment about the bridge requirement, with any development there would be a Traffic 40 Impact Analysis (TIA) completed if warranted. A bridge would be required if the development 41 warranted one. Then the applicant would start that process. Bentley stated the only access the 42 subject site has is from Cooper Creek, which you can access it from Mingo Road or Silverdome 43 Road. He stated this isn't a good plan, and they aren't large enough roads. 44 45 Reece opened the Public Hearing. 46 1 Randy Smith, 5425 Link Court, Flower Mound, Texas. Smith stated he has been involved with 2 this project for 18 years. There are nine tracts for the site, with nine different ownerships. He 3 stated one reason the zoning lines do not add up, is because when the original zoning was 4 completed it encompassed approximately 150 acres. He stated when it was done, the zoning 5 matched the property. Smith stated some was acquired over the years and processed separately. 6 He stated they do not own the forty acres at this time; they are under contract to purchase the 7 property, it is subject to the zoning approval. 8 9 Taylor questioned the master plan timeline for this project. Smith stated this is the first step of 10 the process; it would need to be rezoned to include the remainder of the property. The rest would 11 be the platting process. He stated a TIA was submitted during the time of the GDP in 2006, at 12 that time it did not warrant any overpass. There was no further discussion. Reece closed the 13 Public Hearing. There was no one else to speak on the item. 14 15 Bentley stated he would motion to postpone this item to a date in the future. There needs to be 16 more planning in this process. The proposal needs to be laid out before the change in zoning. He 17 stated this is a premature project. Leal questioned the motion, he questioned if Bentley is 18 requesting staff and the applicant to meet again before coming back before this Commission. He 19 questioned if there is a date certain to continue this item to. Strange stated to Bentley the 20 concerns appear to be the overall picture and not just the zoning. He stated the developer is 21 working to complete the zoning process. Strange stated he doesn't see an issue with the zoning 22 and allowing the developer to move forward with the proposed zoning. He stated he sees 23 concerns with the shared ownership on the projects. Especially if there are several owners on a 24 large lot, and they are not all developing at the same time. 25 26 Reece questioned if Bentley is questioning a date in the future, or if he is making a motion. 27 Bentley stated he is motioning. Taylor requested the motion to be repeated. Bentley stated the 28 motion is to postpone to a date in the future that allows staff to come back with an overall plan 29 for the area. Reece questioned certain criteria for staff to research. Bentley stated the issue of the 30 overpass, roadway, Environmentally Sensitive Area (ESA), and the large tract of land under 31 various ownerships. Reece stated the motion is for an event certain of further input from staff for 32 mobility and long term plans. 33 34 Menguita stated the item before this Commission is the initial zoning. He questioned the motion 35 is for staff to further evaluate the large acres to make sure the overall plan is compatible. Bentley 36 stated yes, and to discuss the traffic patterns. Menguita acknowledged. Taylor stated he would 37 like to offer an amendment to the motion to include from staff. compatibility of surrounding area 38 for road alignment, ESA, floodplain concerns, and comments on the GDP. Bentley stated he 39 would accept the amendment, Briggle state she would second and accept. 40 41 Commissioner Brian Bentley motioned, Commissioner Amber Briggle seconded to table this 42 item to a date in the future that allows staff time to further evaluate the compatibility of the 43 surrounding areas, road alignment, Environmentally Sensitive Areas, floodplain concerns, and 44 comments addressing the General Development Plan. Motion approved (5 -2). Chair Thom 45 Reece, aye, Commissioner Devin Taylor, aye, Commissioner Amber Briggle, aye, Commissioner 9 [3coo Bentley, aye, and Con)n)aeioocc Jim Strange, aye. Con)n)aaionzcc Frank Dudowicz, nay, and Commissioner Frank Conner, nay, B. rezoni (NIZ-2) to Neighborhood Residential Mixed LJse ji t�l acres, The located on T 300 feet east of Hobson Lane and 1,Q( )11 feet west of Penn�_yjvania Drive, 3 1D �L Vista Acad 4 S Reece stated this Public fl i l�un5Bvv�1�cou1�x]f�on) oo��coz�ot000t�cct�nc� ----'� . _�---- ` 6 once communication with the City and the applicant has taken place. There was no further 7 discussion. 6. FLJTLJRE AGENDA ITEMS: LJnder Section 551,042 of the Texas Open! Meeti facaial information or recitation 10 Thcccvvoaoociacuaaou- BLccccnJiourocdthc meeting ot7:49p.m. 11 10 Exhibit 7 March 11, 2015, Planning & Zoning Commission Minutes C. Hold a public hearing and consider making a recommendation to City Council regarding _ an initial zoning of Neighborhood Residential 4 (NR -4) on aproximately 17.76 acres and Neighborhood Residential 6 (NR -6) on approximately 22.75 acres of land on a tract totaling 40.33 acres in size. The subject property is generally located on the west side of Cooper Creek Road, approximately 750 feet south of Silver Dome Road and 1,250 feet north of Fishtrap Road (Z14 -0010, Windsor Oaks, Mike Bell). Mauladad introduced Bell. Bell stated previously this item was tabled to a date certain. Bell provided the location map and zoning map. In 2002, the Windsor Oaks area was rezoned, and then in April of 2014, the applicant contacted staff to discuss developing in the Neighborhood Residential -4 (NR -4) and Neighborhood Residential - 6 (NR -6) of the Windsor Oaks. The applicant also discussed developing the NR -4 and extraterritorial jurisdiction (ETJ) to the northeast. In October 2014, the annexation of the property was completed; the RD -5X zoning applied to the property. The current request is for NR -4 on the northern 17.76 acres, NR -6 on the southern 22.57 acres. This would allow a realignment of Windsor Drive to separate the zonings. Some of the concerns from the January 7, 2015, meeting are as follows: 1. the timing of offsite infrastructure improvements necessary to serve the eventual development of the property; 2. the approval of the zoning would allow "piecemeal" development of Windsor Oaks; 3. The effect of the final alignment of Windsor Drive on zoning boundaries; and 4. Environmentally Sensitive Area concerns. Staff sent out seven (7) Public hearing notices to property owners within 200 feet of the subject site, and four (4) courtesy notices to property owners within 500 feet of the subject site. At this time staff has received two (2) returned notices in favor of the request. The Development Review Committee recommends approval of this request. Strange stated if action is taken on this item, then the site comes back with the General Development Plan (GDP); he questioned how it affects the greater density during this meeting. Bell stated with the GDP, staff would look at the zoning. If there are adjustments made then staff will bring those back to this Commission during the same meeting. Randall Smith, 5428 Lake Victoria Court, Flower Mound, Texas. Smith stated he is representing Dr. Wolski. The intent is to purchase this property and then come back before this Commission with a GDP request for the remainder of the property. Smith stated Wolski owns the surrounding properties as well. Chair Reece opened the public hearing. There was no one to speak on the item. Chair Reece closed the public hearing. Taylor questioned this process; Bell stated typically the process is to get the zoning and then move forward with the preliminary engineering designs. This is the last piece of the puzzle before working on the GDP process. Taylor stated he has concerns with the street alignment. However, since this is the necessary steps for the applicant to move forward with in order to get the zoning and GDP. Bell stated all of the curves for this property and Loop 288 match up. Mauladad stated the intent is for the applicant to ensure that the land -use puzzle fits together; then the applicant will move forward with the GDP. Taylor stated that addresses his concerns. There was no further discussion. Commissioner Frank Conner motioned, Commissioner Devin Taylor seconded to approve this request. Motion approved (6 -0). Commissioner Jim Strange, aye, Commissioner Devin Taylor, aye, Commissioner Frank Conner, aye, Commissioner Amber Briggle, aye, Commissioner Brian Bentley, aye, and Chair Thom Reece, aye. Exhibit 8 Z14-0010 Public Notification Map Site N Parcels w E Streets DENTON ...... S llninnnnq DelpailmoM - GIS 250 125 �0 DENTON In Favor a �F-t 01/06/20V-5 23 v 18 9 "7 6 1.. m.1.1, 6 Exhibit 9 NO'T-T.-CE OF PUBLIC Nm y'IrhGE tit. / 01, d '1 trmNn ary . �n e Cfty of Dention will hcAd a pG m.jbl lc hrm °oaag on Waidniesday, r 7 201,15, and corisa der a m a a � rert� eoidebon to the tot ok,uricH igardi g an mtA 2XmaNeighborhood � p acres arid n hbort sidentW ( on l°q a .7 r(�m f land n tract, t t P nic.� a ac s�ze. The stm) t J)roperly is g mm sraH kx;zmted on the west idrm wait ('001opef r(,,,w k Rt,a adj, approximately 750 tarot =Ah oV, Silver tDorne Road aaamd 1,21 t7 tr t roman r of Fishtrap Road, . "harm lic- nt is r" rrtuesd °in the re"m manurrmt In or"m r, t dvvcaiiiop 'v"ar"rmgle hor °miry 1'16uses. / t. ea gip rrate r., try the City's wobi� mt (see fink ow) top° staff's atic #vsis, hm,q itaff analysis will he po tw,t e:,.w t"`ricla y, w.14',in ar y , nef, ',?015: putAft t start at 6:30 �,, �.rn° in the City, Council Cm rrfl)ers OCR) t.t lt rmt tmt at 215 t M aw t Dentr j, m tw�r��m ta�¢�m� a�rr"m r�rrt° rttmar� t�ra�� 9�t�r�am°�t ��"� #t tWt SUbjOCI krupiemly, the Planning mm 2"onin Co mmmrnissi m oul fik tca hoar how „ mar a t itris t m _. min to be takc� i inlo _.. J�m�t r °m invites rmmr t tt�Ar°rrt the °mrrk�t'a tmr�rmr°rrmm~t t�pmm�mm� bmm aw�r for t�uy opinion ratty a mtamrmmtmtttsttm mNllt'°tmtRmmtmrtum� rot pmu °a t ttumt tp� t °'m�tm�ct rarmht rra rmm m pa- N15rt ° jnxv tr am affending and par-ficipating in tt'w arrt. bM', to r,,is ma .) YoLj amy ftix tt to the a aw.mu� °ml�m r p )sated t the b ttmmrm°m amr u,nafl it to the -address Wow or drop lit off roan -U.:m r°mamom Manning avid Development De r°tment Attn:, Wke Bell, Projecl Manager Penton, Texas 70201 n ,hformis are. used to l�td the of landowners that .g mrt and opt ptlt request, :�ma informed of t he ran t o re rms e in and hi OPPK.Affiom M. Pleasie circle one: to m gt Neutral to wi t Opposed to r ttmamm t Reasolim.0 for oppiceffion: aafaaart / trdrea a �t stj s fir" u/ r ( a a.�IOJA 4 rjurmmtm r: _.. t�r /, �t t� 'ry .. Physic U intros of r t� ert mtp-mpg 21(.')10 team: �� � m� ...... _� . ��.....�� �w . . . ...... ti..aa.N. ...���...�m ��. �o�Moorov�� Y (WID , TEYAS CVt•Y m�..y Ly., ms: r - DEWO o ",'XAS 76201 - 940,'149,r705 0 °° t t ®:m rm. 4.9 °n'mm IS 200° & Nr.. ;& 01/05/2015 23:21 9726911116 SMITH PAGE 01/01 NOTICE OF PUBLIC HEARING Z14-0010 The 1"kinniling an(i Zoning o0mr1lisSiOn (11: the City of Denton will hold a public hearing on Wednesday, Jalluar*, 7, 201 , and C0115idOr MdIO'q a recomrnendatlon to the' City CouncJi regarding an initial zonii,N b( Neighborho(,)d Residential 4 (NR,A) on approx rriaWy 17.76 acres and Neighborhood (NR-61) on app)roxirrlately 22 75 acreq of land on a tract totaling 40.33 acres irlsize, The SUbject I Oroperty is gerwrallY 100atOd or, the wer,,,It rside of Cooper Oreek, Road, approximately 750 ftml sotdh of Silver Donie Road an(J 1,2510, ((lot nodh ot Fishtrcip Roacl. Ruv) js faq�jostjtjg the rezorji4 i)) ordor to ("Ievelbil sin,Jbq farnily housigs, 1'11easf,� refoo (o, tht. City',<, websife (Slut, link below) to), ste-fft'S ahalySis, The staff ar ua1YSis will be posted on r,�,icyay, January 20, ?016,, "rht�, PuUlic headng, will -start at (51,30 p.ryi, in #10 Gtty Council Chambers of City Hall located at 215 E McKrnn(�Y Sbeet, Denton, Texas, of us you own property within two hundred P00) 690 of the SUbjecI arqpedy, the Planning and Zoning Cornalission mm/d like to hear how Yc)o fool about thin lxx�?(Ivsf P"id MOOS You to Ott I'lle pubfic heariog, Ploase, in order foryour opinkv'i to be taken into y6i'd 664i�T16"rits' �)H& to the d6(6'6f"1he ' ubliv' hearing, way" P Prohibits You h,0111 afterlding ano pol "lc ipating ifu tuibfic heating-) You fl'iny fax il, to the numbfar located $t the bottom or rTi ail it to the aodress below or drop it off ln-porson, Planning and Development Department Attn: Mike Bell, Project Manager 221 N. Ellm ST IDenton,'Texas 76261 These forms are used to calculate the percentage of landowners that support and opposeithe request. 'The Commission, is in-formed of the percent of responses in support and in oppo4ifion. Please circle one. In favor of requeut Neutral to request Reasonal for Opposition: &9naturm .......... Printed Nome.- .. ........... Mailing Aodre 0 &r # --- ------------- - city, "Stati zip,: ro Tel ephon6 Number, Physical Address of Property within 200 feet: . ...... i 200' P&Z 1V,0q(;" Opposed to request ClTY HALL WEST - DENTON, FEXAS 76201 - 949.949, 7705 (F) 940349.7707 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 1'uw ww.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -255, Version: 1 AGENDA DATE: DEPARTMENT: ACM: AGENDA INFORMATION SHEET April 7, 2015 Parks and Recreation John Cabrales, Jr. SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, adopting Standards of Care for Youth/Teen Programs administered by Denton's Parks and Recreation Department pursuant to Texas Human Resources Code Section 42.041 (b) (14); and providing an effective date. The Parks, Recreation and Beautification Board recommend approval 7 -0. BACKGROUND The Parks and Recreation Department has been directed by Texas Department of Regulatory Services to adopt an ordinance approving the Standards of Care, which are requirements that either meet or exceed the current State Day Care requirements. The Standards of Care are intended to be minimum standards by which the City of Denton Parks and Recreation Department will operate the City's Youth/Teen Programs. The programs operated by the City under the Standards of Care are recreational in nature and are not day care programs. Senate Bill 212 was approved by the Texas Legislature during the 74" Legislative Session exempting recreation programs from day care licensing as long as a Standards of Care is adopted. In order to be exempt, an elementary -age (ages 5 -13) recreation program may be operated by the municipality provided: the governing body of the municipality annually adopts standards of care by ordinance after a public hearing for such programs, that such standards are provided to the parents of each program participant, and that the ordinances shall include, at a minimum, staffing ratios, minimum staff qualifications, minimum facility, health and safety standards, and mechanisms for monitoring and enforcing the adopted local standards; and further provided that parents be informed that the program is not licensed by the state and the program may not be advertised as a child care facility. The initial Public Hearing was held on October 5, 1999, and the first Standards of Care was adopted by the City Council through Ordinance 99 -365. The State changed the exemption certification to include the adoption of a new ordinance each year for the Standards of Care in order to continue the exemption status. The Youth/Teen Services division of the Parks and Recreation Department made revisions /updates to the original Standards of Care, held a public hearing, and presented them to Council for consideration. The revisions /updates of the original Standards of Care were adopted by the City Council through Ordinance 2010- 272, on October 19, 2010. Additional revisions /updates were approved by the Park Board on April 2, 2012, and adopted by Council after a Public Hearing on April 17, 2012. No changes have been made to the Standards of Care, adopted on April 17, 2012. The Parks, Recreation and Beautification Board reviewed and recommended the City Council adopted the Standards of Care on March 2, 2015. RECOMMENDATIONS Staff recommends the City Council approve the proposed ordinance as presented. PRIOR ACTION /REVIEW: The Parks, Recreation and Beautification Board reviewed the proposed Standards of Care on March 2, 2015, and recommended City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -255, Version: 1 approval with a vote of 7 -0. FISCAL INFORMATION This ordinance and Standards of Care require no additional City funding. EXHIBITS 1. Park, Recreation and Beautification Board Meeting Draft Minutes of March 2, 2015 2. Proposed Ordinance with 2015 -2016 Standards of Care attached Respectfully submitted: Emerson Vorel, Director Parks and Recreation Department Prepared by: Kathy Schaeffer Athletics/YTS Program Area Manager City of Denton Page 2 of 2 Printed on 4/2/2015 Exhibit 1 EXCERPT from DRAFT MINUTES PARKS, RECREATION AND BEAUTIFICATION BOARD March 2, 2015 Civic Center Community Room After determining that a quorum of the City of Denton, Texas, Parks, Recreation and Beautification Board is present, the Chair of the Board thereafter convened into an open meeting on Monday, March 2, 2015, at 6:08 p.m. in the Denton Civic Center, 321 E. McKinney Street, Denton, Texas. Members present: Russ Stukel, Vicki Byrd, Paul Leslie, Alex Lieban, Janet Shelton, Maria Renner and Tara Mills Members absent: None Staff present: Emerson Vorel, John Schubert, Julie Leal, Jim Mays and Julie Anderson, Denton Bike /Pedestrian Coordinator Guests: Lee Ramsey of Allison Engineering and Randy Tudor OPEN MEETING ACTION ITEM: Consider making a recommendation to the Denton City Council regarding the following item: Consider making a recommendation to the Denton City Council on the following items: A. 2015 -2016 Standards of Care Schaeffer, Parks Program Area Manager, summarized the 2015 City of Denton Parks and Recreation, Youth and Teen Services, "Standards of Care." Because the organization is not state - licensed, it is governed by the Standards of Care which define the operations and training requirements of those governing the transport of participants. The state licensing board allows municipalities to adopt a Standards of Care for operations that are considered "recreational care" not "child care." Per Schaeffer, the Standards of Care are reviewed annually and regularly compared to surrounding cities and kept consistent with the standards of care recommended by the State. Over the last several years, there were no changes recommended to the governing Standards of Care, which is historically recommended by Park Board and adopted by City Council. Kinder Care, MLK and Denia Preschool, Little Campers and Kindergarten Prep are licensed by requirement as they operate more than two days per week, for more than two hours per day, with children under 5 years old. Exhibit 1 Leslie wondered if employees were vetted for these positions via background check and driving records. Vorel and Schaeffer said all employees are subject to criminal history check and drug test, including volunteers and coaches. Stukel asked Schaeffer if the Standards of Care and associated documents are translated for Spanish- speakers. Per her, they are not, but she plans to remedy that before summer. Leslie inquired if the background checks are limited to Texas; Schaeffer said no, they're nationwide. MOTION: Stukel sought a motion to advance the 2015 Standards of Care to public hearing: Leslie made a motion to recommend; Renner seconded, and the motion passed, 7 -0. Meeting adjourned at 7:15 p.m. % 3 Exhibit 2 DO IND DVI 9-61 Oki 1.11 k"I WHEREAS, the City of Denton, Texas, recognizes that many children of school age need an organized program for recreational activities after the end of the school day and for other non- school days; and WHEREAS, the City of Denton, Texas, through its Parks and Recreation Department, proposes to operate After School Programs and Summer Camps for children to be operated at City Recreational Centers and schools of the Denton Independent School District; and WHEREAS, the City of Denton, Texas, needs to adopt Standards of Care for these recreational programs so licensing as a day care facility will not be necessary; and WHEREAS, the City of Denton, Texas, has formulated a Standards of Care that at a minimum includes staffing ratios, minimum staff, qualifications, minimum facility, health and safety standards, and mechanisms for monitoring and enforcing the local standards; and further provides for notifying parents that the program is not licensed by the state and that the program may not be advertised as a day care facility; and WHEREAS, on day of , 2015, the City of Denton held a public hearing on the above Standards of Care as required by Section 42 041 (b)(14) of the Texas Human Resources Code; NOW, THEREFORE; THE COUNCIL OF THE CITY DENTON HEREBY ORDAINS: SECTION 1. The City of Denton, Texas, adopts the Standards of Care for Youth/Teen Programs which is attached as Exhibit "A" and incorporated herein by reference as if written word for word pursuant to Section 42.041 (b)(14), Texas Human Resources Code. SECTION 2. 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 6• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ---------- BY: CITY r OF DENTON City of Denton Parks Recrea Iran d r`" C City of Denton Parks and Recreation 3M ' 1 ' , i I - 2015 -2016 TABLE OF CONTENTS Standards of Care General Administration 3 Organization 3 Definitions 3 Inspections 4 Enrollment 5 Suspected Abuse 6 Staffing - Responsibilities and Training 6 Youth/Teen/Center Manager Qualifications 6 Manager's Responsibilities 6 Youth/Teen Program Specialist, Coordinator & Leader Qualifications 7 Coordinators and Leader Responsibilities 7 Training/Orientation 8 Operations 8 Staff-Participant Ratio 8 Discipline 8 Programming 9 Communication 9 Transportation 10 Facility Standards 10 Safety 10 Fire 11 Health 11 Toilet Facilities 12 Sanitation 12 *Programs include: After School Action Site, Middle After School Program, Summer Camps, KDO's, Holiday Camps, Spring Break Camps, Teen Camps Any questions related to Standards of Care should be addressed to the Athletics/Youth- Teen Program Area Manager at 940-349-8731. W WIN .1 10A A U-MIJAW01.111 The following Standards of Care have been adopted by the City Council of the City of Denton, Texas in order to comply with Senate Bill 212 as approved by the Texas Legislature during the 74th legislative session. The Standards of Care are intended to be minimum standards by which the City of Denton Parks and Recreation Department will operate the City's Youth Programs, The programs operated by the City are recreational in nature and are not licensed day care programs. The City of Denton's recreational/camp programs are exempt from licensing under Texas Administrative Code 745.115(3). GENERAL ADMINISTRATION 1. Organization A. The governing body of the City of Denton Parks and Recreation Programs is the City of Denton City Council. B Implementation of the Youth/Teen Programs Standards of Care is the responsibility of the Parks and Recreation Department Director and Departmental employees. C. Youth/Teen Programs ("Program") to which these Standards of Care will apply are the After School Action Site, Holiday Break Camps, Spring Break Camps. Kids Day Off, Summer Camps, Middle School After School Program and Teen Summer Camp programs. D. Each Youth/Teen Program site will have available for public and staff review a current copy of the Standards of Care. E. Parents of participants will be provided a current copy of the Standards of Care during the registration process. F. Criminal background checks will be conducted on prospective staff. No person with conviction or who is under indictment for, or is the subject of an official criminal complaint alleging violation of any of the crimes listed in the Texas Department of Protective and Regulatory Service's Day Care Center Minimum Standards and Guidelines Appendix 11 as same may be amended or a felony violation of the Texas Controlled Substance Act may be present while children are in care. An example of current Appendix 11 is attached as Exhibit A. 2. Definitions A. City: City of Denton. W B. City Council: City Council of City of Denton. C. Department: Parks and Recreation Department of the City of Denton. D. Youth/Teen Programs or Program: City of Denton Youth/Teen Programs consisting of the After School Action Site, Holiday Break Camps, Spring Break Camps, Kids Day Off, Summer Camps, Middle School After School Program and Teen Summer Camp programs. E. Program Manual: Notebook of policies, procedures, required forms, and organizational and programming information relevant to City of Denton Programs. F. Director: City of Denton Parks and Recreation Department Director or his or her designee. G. Program Manager: City of Denton Parks and Recreation Department full-time Programmer who has been assigned administrative responsibility for City of Denton Youth/Teen Programs. H Youth/Teen Manager or Center Manager: City of Denton Parks and Recreation Department full-time employee who has been assigned responsibility to implement the City's Youth/Teen Programs. I. Program Site: Area and facilities where City of Denton Youth/Teen Programs are held consisting of Civic Center, Martin Luther King Recreation Center, Denia Recreation Center, North Lakes Recreation Center, and McMath Middle School. J. Participant: A youth/teen whose parent(s) have completed all required registration procedures and determined to be eligible for a City of Denton Youth/Teen' Program. K. Parent(s): This term will be used to represent one or both parent(s) or adults who have legal custody and authority to enroll their children) /teen(s) in City of Denton Youth/Teen Programs. L. Employee(s): Term used to describe people who have been hired to work for the City of Denton and have assigned responsibility for managing, administering, or implementing some portion of the City of Denton Youth/Teen Programs. 3. Inspections/Monitoring/Enforcement A. A monthly inspection report will be initiated by the Manager, Specialist or Coordinator of each Program to confirm the Standards of Care are being adhered to. (1) Inspection reports will be sent to the Program Manager for review and kept I on record for at least two years. (2) The Program Manager will review the report and establish deadlines and criteria for compliance with the Standards of Care. 4 B. The Manager will make visual inspections of the Program based on the following schedule: (1) Each After School Program site will be inspected bimonthly; (2) The Holiday & Spring Break Camp Program will be inspected once during its holiday schedule; and (3) The Summer Camp Program will be inspected twice during the summer break. (4) The Middle School After School Program site will be inspected bimonthly; (5) Teen Camp Program will be inspected once during the summer break; (6) The Kids Day Off will be inspected three times a year; C. Complaints regarding enforcement of the Standards of Care will be directed to the Manager. The Manager will be responsible to take the necessary steps to resolve the problems. Complaints regarding enforcement of the Standards of Care and their resolution will be recorded by the Specialist or Coordinator. Serious complaints regarding enforcement of the Standards of Care will be addressed by the Program Manager and the complaint and resolution will be noted. D. The Program Manager will make an annual report to the City Council on the overall status of the Youth/Teen Programs and their operation relative to compliance with the Standards of Care. 4. Enrollment A. Before a child can be enrolled, a parent must sign registration forms that contain the child's: (1) name, address, home telephone number, email address; (2) name and address of parents and telephone number during Program hours; (3) the names of people to whom the child can be released; (4) a statement of the child's special problems or needs; (5) emergency medical authorization; (6) proof of residency when appropriate; and (7) a liability waiver. 5. Suspected Abuse Program employees will report suspected child abuse or neglect in accordance with the Texas Family Code. STAFFING - RESPONSIBILITIES AND TRAINING 6. Youth/Teen or Center Manager ("Manager") Qualifications A. Manager will be full-time, professional employees of the City of Denton Parks and Recreation Department and will be required to have all Program Leader qualifications as outlined in Section 7 of the document. B. Manager must be at least 21 years old. C. Manager must have a bachelor's degree from an accredited college or University or at least five (5) years of direct supervision of recreational activities related to children ages 4-15 years of age. Acceptable degrees include:' (1) Recreation Administration or General Recreation; (2) Physical Education; and (3) Any other comparable degree plan that would lend itself to working in a public recreation environment. D. Manager must have five years experience planning and implementing recreational activities. E. Manager must pass a background investigation including testing for illegal substances. F. Manager must have successfully completed a course in first aid and Cardio Pulmonary Resuscitation (CPR) based on either American Heart Association or American Red Cross standards. Manager must also complete a course in Defensive Driving. G. Manager must complete 10 hours of child care training per calendar year. 7. Manager's Responsibilities A. Manager's are responsible to administer the Programs' daily operations in compliance with the adopted Standards of Care. B. Manager's are responsible to recommend for hire, supervise, and evaluate Specialist, Coordinators and Leaders. C. Manager's are responsible to plan, implement, and evaluate programs. 2 8. Youth/Teen Program Specialist ("Specialist") and Coordinator ("Coordinator"} and Leader ("Leader") Qualifications A. Specialist will be full -time, professional employees of the City of Denton Parks and Recreation Department and will be required to have all Program Leader qualifications as outlined in Section 7 of the document. B. Coordinators and Leaders will be part-time'or temporary employees of the Parks and Recreation Department. C. Coordinators and Leaders working with children must be age 18 or older. D. Coordinators and Leaders should be able to consistently exhibit competency, good judgment, and self-control when working with children. E. Coordinators and Leaders must relate to children with courtesy, respect, tolerance, and patience. F. Coordinators and Leaders must have successfully completed a course in first aid and CPR based on either American Heart Association or American Red Cross standards. An exception can be made for no more than one staff person at each site, and that person shall successfully complete a first aid and CPR course within four weeks of starting work. G. Coordinators and Leaders must pass a background investigation including testing for illegal substances. H. Specialist, Coordinators and Leaders must complete 8 hours of child care training per calendar year. Training must be completed prior to their start date of child care programs and completed on an annual basis. 9. Coordinators and Leader Responsibilities A. Coordinator and Leaders will be responsible to provide participants with an environment in which they can feel safe, can enjoy wholesome recreation activities, and can participate in appropriate social opportunities with their peers. B. Coordinators and Leaders will be responsible to know and follow all City, Departmental, and Program standards, policies, and procedures that apply to City of Denton Youth/Teen Programs. C Coordinators and Leaders must ensure that participants are released only to a parent or an adult designated by the parent. All Program sites will have a copy of the Department approved plan to verify the identity of a person authorized to pick up a participant if that person is not known to the Coordinator and Leader. N 10. Training/Orientation A. The Department is responsible for providing training and orientation to Program Employee's in working with children and for specific job responsibilities. Managers will provide each Specialist, Coordinator and Leader with a Program manual specific to each Youth/Teen Program. On-line child care training may be completed in lieu of departmental training for 3 hours of the required 8 hours per year. B. Program employees must be familiar with the Standards of Care for Youth/Teen Program operation as adopted by the City Council. C. Program employees must be familiar with the Program's policies including discipline, guidance, and release of participants as outlined in the Program Manual. D. Program employees will be trained in appropriate procedures to handle emergencies. E. Program employees will be trained in areas including City, Departmental, and Program policies and procedures, provision of recreation activities, safety issues, child psychology, and organization. F. Program employees will be required to sign an acknowledgment that they received the required training. OPERATIONS It. Staff-Participant Ratio A. In a City of Denton Youth/Teen Program, the standard ratio of participants to Leaders will be 17 to 1. In the event a Leader is unable to report to the Program site, a replacement will be assigned. B. Each participant shall have a Program employee who is responsible for him or her and who is aware of the participant's habits, interests, and any special problems as identified by the participant's parent(s) during the registration process. 12. Discipline A. Program employees will implement discipline and guidance in a consistent manner based on the best interests of Program participants. B. There must be no cruel or harsh punishment or treatment. C. Program employees may use brief, supervised separation from the group if necessary. D. As necessary, Program employees will initiate discipline reports to the parent(s) of participants. Parents will be asked to sign discipline reports to indicate they have been advised about specific problems or incidents. E. A sufficient number and/or severe nature of discipline reports as detailed in the Program Manual may result in participant being suspended from the Program. F. In instances where there is a danger to participants or staff, offending participants will be removed from the Program site as soon as possible. 13. Programming A. Program employees will attempt to provide activities for each group according to the participants' ages, interests, and abilities. The activities must be appropriate to participants' health, safety, and well-being. The activities also must be flexible and promote the participants' emotional, social, and mental growth. B. Program employees will attempt to provide that indoor and outdoor times include: (1) alternating active and passive activities; (2) opportunity for individual and group activities; and (3) outdoor time each day weather permits, C. Program employees will be attentive and considerate of the participants' safety on field trips and during any transportation provided by the Program. (1) During trips, Program employees supervising participants must have immediate 'access to emergency medical forms and emergency contact information for each participant. (2) Program employees must have a written list of the participants in the group and must check the roll frequently. (3) Program employees must have first aid supplies and a guide to first aid and emergency care available on field trips. 14. Communication A. Each Program site will have a cell phone to allow the site to be contacted by Parks and Recreation personnel, and for use in contacting the Civic Center or making emergency calls. 13. The Coordinator will post the following telephone numbers adjacent to a telephone accessible to all Program employees at each site: (1) Denton ambulance or emergency medical services; (2) City of Denton Police Department; (3) City of Denton Fire Department; ILI (4) Civic Center; (5) Numbers at which parents may be reached; and (6) The telephone number for the site itself. 15. Transportation A. Before a participant may be transported to and from city sponsored activities, a City waiver form, completed by the parent of the participant, must be filed. B. First aid supplies will be available in all Program vehicles that transport children. C. All children must be securely seated in the appropriate safety seatibooster based on state child safety laws. C. All Program vehicles used for transporting participants must have available a 6-BC portable fire extinguisher which will be installed in the passenger compartment of the vehicle and must be accessible to the adult occupants. FACILITY STANDARDS 16. Safety A. Program employees will inspect Program sites daily to detect sanitation and safety concerns that might affect the health and safety of the participants. A daily inspection report will be completed by Program employees and kept on file by the Manager. B. Buildings, grounds, and equipment on the Program site will be inspected, cleaned, repaired, and maintained to protect the health of the participants. C. Program equipment and supplies must be safe for the participants's use. D. Program employees must have first aid supplies readily available at each site, during transportation to an off-site activity, and for the duration of any off-site activity. E. Program air conditioners, electric fans, and heaters must be mounted out of participants' reach or have safeguards that keep participants from being injured. F. Program porches and platforms more than 30 inches above the ground must be equipped with railings participants can reach. G. All swing seats at Program sites must be constructed of durable, lightweight, relatively pliable material. H. Program employees must have first aid supplies readily available to staff in a 10 designated location. 17. Fire A. In case of fire, danger of fire, explosion, or other emergency, Program employees' first priority is to evacuate the participants to a designated safe area. B. The Program site will have an annual fire inspection by the local Fire Marshal, and the resulting report will detail any safety concerns observed. The report will be forwarded to the Program Manager who will review and establish deadlines and criteria for compliance. Information from this report will be included in the Program Manager's annual report to the Council. C. Each Program site must have at least one fire extinguisher approved by the Fire Marshal readily available to all Program employees. The fire extinguisher is to be inspected monthly by the Leaders, and a monthly report will be forwarded to the Manager who will keep the report on file for a minimum of two years. All Program employees will be trained in the proper use of fire extinguishers. D. Fire drills will be initiated at Program sites based on the following schedule: (1) After School Program and Middle School After School program: A fire drill once every three months. (2) Spring Break Camp and Holiday Camp: A fire drill once during the session. (3) Summer Camp: A fire drill twice during the session. (4) Teen Camp: A fire drill once during session 18. Health A. Illness or Injury (1) A participant who is considered to be health or safety concern to other participant's or employees will not be admitted to the Program. (2) Illnesses and injuries will be handled in a manner to protect the health of all participants and employees. (3) Program employees will follow plans to provide emergency care for injured participants with symptoms of an acute illness as specified in the Program manual. (4) Program employees will follow the recommendation of the Texas Department of Health concerning the admission or readmission of any participant after a communicable disease. M B. Program employees will administer medication only if: (2) Parent(s) complete and sign a medication form that provides authorization for staff to dispense medication with details as to time and dosages. The form will include a hold harmless clause to protect the City. (3) Prescription medications are in the original containers labeled with the child's name, a date, directions, and the physician's name. Program employees will administer the medication only as stated on the label. Program employees will not administer medication after the expired date. (3) Nonprescription medications are labeled with the child's name and the date the medication was brought to the Program. Nonprescription medication must be in the original container. Program employees will administer it only according to label direction. (4) Medication dispensed will be limited to routine oral ingestion not requiring special knowledge or skills on the part of Program employees. (5) Program employees must ensure medications are inaccessible to participants or, if it is necessary to keep medications in the refrigerator (when available), medications will be kept separate from food. (6) Children who may require epi-pen injections due to severe allergic reactions must complete an Anaphylaxis Emergency Action Plan (REAP) before their child starts the program. Staff will administer the epi-pen in case of emergency based on the instructions stated on the ASAP. C. Toilet Facilities (1) The Program site will have inside toilets located and equipped so children can use them independently and Program staff can supervise as needed. (2) There must be one (1) flush toilet for every 30 children. Urinals may be counted in the ratio of toilets to children, but they must not exceed 50% of the total number of toilets. (3) An appropriate and adequate number of lavatories will be provided. D. Sanitation (1) The Program facilities must have adequate light, ventilation, and heat. (2) The Program must have an adequate supply of water meeting the standards of the Texas Department of Health for drinking water and ensure that it will be supplied to the participants in a safe and sanitary manner. (3) Program employees must see that garbage is removed from buildings daily. 12 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -262, Version: 1 Agenda Information Sheet DEPARTMENT: CMO CM/ ACM: John Cabrales, Jr. Date: April 7, 2015 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas designating portions of certain retail establishments, public buildings, and food establishments as nonsmoking areas; providing notification requirements; prohibiting smoking in designated nonsmoking areas; providing exceptions; providing penalties; providing a severability clause, repealing Ordinance 2012 -367, and any other ordinance in conflict herewith; and providing for an effective date. BACKGROUND This report is being provided to follow up on the discussion from the February 17 City Council Meeting, related to Smoking Ordinance No. 2012 -367. For your review, Exhibit 1 is the redlined version of the proposed ordinance for comparison purposes while Exhibit 2 provides a clean copy of the proposed ordinance based on direction from the February 17 Work Session,. The proposed revisions to the ordinance provide for a comprehensive ban on smoking. Proposed Revisions 1. Added the definition of electronic cigarettes (e -cigs) and included e -cigs in the definition of smoke /smoking for purposes of this ordinance. In doing so, the use of e -cigs is expressly prohibited in the same locations as smoking is prohibited (Section], Definitions). Staff also added a provision restricting the sale of e -cigs to persons under the age of 18 (Section 6). 2. Removed the exception to bars, which had allowed for smoking in bars that only allowed persons 18 and older in the establishment (Section 2 (a) (13) Smoking prohibited in certain places, and Section 4 (a) (5) Smoking prohibited not in certain places). 3. Maintained the exception to the smoking ban for bingo parlors, which allowed the bingo parlor to come into compliance with the 2012 ordinance by constructing a wall to separate smoking from non - smoking sections (Section 2, (a)(18), Smoking prohibited in certain places, and Section 4 (a)(6), Smoking prohibited not in certain places). 4. Adds a designated distance of 30 -feet from an entrance to a location in which smoking is prohibited, with no exception extended to the downtown area (Section 2 (a)(21), Smoking prohibited in certain places). 5. In keeping with the 2012 ordinance, which prohibits smoking within 30 ft. from public library entrances, this provision has been extended to all Parks -owned recreation centers (Section 2(a)(10), Smoking prohibited in certain places). City of Denton Page 1 of 2 Printed on 4/2/2015 File #: ID 15 -262, Version: 1 6. Adds the definition of vape /e -cig shops, which sell e- cigarettes and provide for areas in the shop in which to deploy device (Section 1, Definitions). Extends exemption currently in place for cigar bars and tobacco stores to vape shops. (Section 4 (a)(7) Smoking prohibited not in certain places). Smoking is still permitted in private residences (unless used as a childcare adult daycare, or healthcare facility), vehicles, private clubs and fraternal organizations, open -aired outdoor patios of restaurants and bars, tobacco shops and bars, and cigar bars. Hookah businesses would be considered tobacco bars, thus remain exempt from the smoking ban. OPTIONS 1. Adopt ordinance with revisions as presented. 2. Direct staff to provide a revised draft ordinance for City Council consideration. 3. Take no action at this time. PRIOR ACTION/REVIEW (Council, Boards, Commissions) 1. Ad -hoc Smoking Committee Meetings and Recommendation to the City Council, September - December 2012. 2. City Council Consideration of Smoking Ordinance No. 2012 -367, December 2012. 3. Smoking Ordinance Implemented, April 2013 4. Informal Staff Report (2013 -058) update on compliance and future items for discussion, Aug. 2014. 5. Work Session discussion directing staff to revise Smoking Ordinance No. 2012 -367, Jan. 6, 2015. 6. Work Session discussion directing staff to further revise Smoking Ordinance No. 2012 -367 and schedule a public hearing for public consideration of proposed measures, Feb. 17. FYUIRITC 1. Proposed revisions to Ordinance No. 2012 -367 (redlined copy) 2. Revised Ordinance Respectfully submitted: Lindsey N. Baker Intergovernmental Relations /Public Information Officer City of Denton Page 2 of 2 Printed on 4/2/2015 C:\Users\1780475\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\EKXT57L0 \4-7-2015 Revised Smoking Ordinance final redlined.clocx ORDINANCE NO. (Formatted -Bottom: 1' ----------------------------------------------------- I AN ORDINANCE OF THE CITY OF DENTON, TEXAS DESIGNATING PORTIONS OF CERTAIN RETAIL ESTABLISHMENTS, PUBLIC BUILDINGS, AND FOOD ESTABLISHMENTS AS NONSMOKING AREAS; PROVIDING NOTIFICATION REQUIREMENTS; PROHIBITING SMOKING IN DESIGNATED NONSMOKING AREAS; PROVIDING EXCEPTIONS; PROVIDING PENALTIES; PROVIDING A SEVERABILITY CLAUSE, REPEALING ORDINANCE 464,42012-367, (4 0R4-)-1NANCIL',_ AND ANY OTHER ORDINANCE IN CONFLICT HEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton recognizes that the smoking of tobacco, weeds or other plant products has been demonstrated to have a detrimental effect on not only the smoker but others in close proximity to the smoker; and m — Formatted: Justified, I n-- d ; nt: Left: 0-.-0- [line: 0.5", Right: 0.06", Line spacing: Multiple 1.9311 ---------------------------------------------------------------------------------- -- - --- --- - ----- - ----- - ------ - - --- -- 444P) T44044', Formatted: - - - - - -_ Justified, -_ Indent: - - - - Le - ft 0.08 - ' - ', -_ First - - line: ", Right: 0.07", Line spacing: Multiple WITERE Ordinance Number 1.0 0.5311 2012-367 whic ducts has been demonstrated to have a detrimental effect on not smoker 1) others only �.,m inclose �)roxin�iitto the smoker and which established �reyulat�ion,,.,' WIII;ItIAS, ulJOn father review, the Cty Council of the Cty of Denton has determined that it is the best interest of the citizens of the govein in the City an<l exnan<ling the aicl regulations to include vapor product; within the definition of s!n2hjngLNL! TI-II RI I'(iltl , j Formatted: Justified, Indent: Left: line 0.5 0.08 ", First i )l : THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 1,0311 ------- Right: 0.07", Line- spacing: spacing: Mu ---------------------- _ j C:\ Users \1780475\AppData \Local \Microsoft \Windows \Temporary Internet Files\ Content .Outlook \EKXT57L0 \4 -7 -2015 Revised Smoking Ordinance final redlined.docx SECTION 1. Definitions The following words, terms and phrases, when used in this ordinance, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Bar means an enclosed indoor establishment that is open to the public and is devoted primarily to the sale and service of alcoholic beverages for on- premises consumption. Billiard Hall means a place of amusement for which the chief purpose is providing the use of billiard /pool tables to the public. Bingo parlor means an establishment owned, operated, or administered by a person or entity licensed or permitted by the State of Texas pursuant to V.C.T.A., Occupations Code, Chapter 2001. g primarily g g dent: Left: 0.06 ", First line: 0" , Cigar Bar means an establishment used rlmarll for the sale of cigar, cigar-related � -- Formatted: In products, and alcoholic beverages, and does not allow admittance to or employ persons under the age of eighteen (18). p' /ectranrc f ia� ^ette (ecrmar ^ette) means any electronic oral device., such as one composed of a� — Formatted: Indent: Left: 0.06" hc'atin element., battery, and /or electronic circuit. which nrovcles a vat�or or aerosol of nicotine or any other substance., and the use or inhalation which tilnulates the smoking of a tobacco curette. pi e or cigar. `Electronic cigarette" includes any such device, whether manufactured. listrbutecl. Inarlcetecl. or �olcl a an electronic cigarette., and electronic cigar. an electronic cigarillo, an electronic pie. electronic hookah. or under any other similar produce name or lescr tor. The term electronic c Yarette does not include an asthma inhaler or other similar device that has been dulyy�)rescribed by a licensed ph s ci, n. Employee means an individual in the service of another under a contract of hire, whether express or implied, or oral or written, for direct or indirect monetary wages or profit, or an individual who volunteers the individual's services for an employer. Employer means a person or entity who uses the services of another under a contract of hire, whether express or implied, or oral or written, or uses the volunteer services of one or more individuals. Facility means improvements of a vertical nature, including, but not limited to, buildings, sheds, garages, and stadium structures and excluding horizontal improvements such as sidewalks, streets and parking lots. Fraternal Organization means a non - profit organization that: (1) is tax exempt under Section 501(c)(8), (10), or (19) of the Internal Revenue Code; (2) operates under a lodge system with a representative form of government; and C:\ Users \1780475\AppData \Local \Microsoft \Windows \Temporary Internet Files\ Content .Outlook \EKXT57L0 \4 -7 -2015 Revised Smoking Ordinance final redlined.docx (3) is organized for the exclusive benefit of the members of the organization and their dependents. Healthcare- Facility means an office or institution in which care or treatment is provided for physical, mental, or emotional diseases or other medical, physiological, or psychological conditions. Operator means the owner or person in charge of a public place or place of employment, including an employer. Open -aired Outdoor Patio means a patio that has no fencing surrounding the seating area of the patio, except for open -aired construction (such as wrought iron, slats, or lattice work), or fencing which would allow for more than 50 percent light and air penetration, or fences which do not exceed four (4) feet in height. Walls contiguous to the primary business are not deemed fencing within this definition. Ceilings of solid or open -aired construction (such as slats or lattice work) are permitted notwithstanding the requirement of 50 percent light and air penetration. Place of Employment means an enclosed facility under the control of a public or private employer, including, but not limited to, work areas, private offices, employee lounges, restrooms, conference rooms, meeting rooms, classrooms, employee cafeterias, hallways, construction areas, and temporary offices. This definition does not include such outdoor areas as construction sites, parking lots, or designated smoking areas, or any area where smoking is specifically allowed under this ordinance. Private Club means an organization that owns, leases, or occupies a building used exclusively for club purposes at all times and: (1) is operated solely for a recreational, fraternal, social, patriotic, political, benevolent, or athletic purpose, but not for pecuniary gain; (2) sells alcoholic beverages only incidentally to its operation; (3) the affairs and management of the organization are conducted by a board of directors, executive committee, or similar body chosen by the members at an annual meeting; (4) has established bylaws or a constitution to govem the club's activities; and TM ( Formatted Indent Left: 0.59", Right: -0.01"_ (5) is exempt from federal income taxation under Section 501(a), Internal Revenue Code, as a club described by Section 501(c) (7) of that code. Public Place means an enclosed area the public is invited or allowed to enter. Restaurant means an enclosed indoor establishment that is open to the public and is devoted primarily to the sale and service of food for immediate consumption. The term includes a bar located within the establishment. Retail establishment means any establishment which primarily sells goods and /or services C:\ Users \1780475\AppData \Local \Microsoft \Windows \Temporary Internet Files\ Content .Outlook \EKXT57L0 \4 -7 -2015 Revised Smoking Ordinance final redlined.docx to the general public. Smoke/ poking means to inhale, exhale, burn, or carry a lighted cigar, cigarette, pipe, or other smoking equipment, containing tobacco, weed, or other plant product or the use of an electronic cigarette or similar devise.- Tobacco Bar means a business that: (1) holds apermit under V.C.T.A., Tax Code, Chapter 155; and (2) holds an alcoholic beverage permit or license issued under V.C.T.A., Alcoholic Beverage Code, Chapters 25, 28, 32, or 69, or under V.C.T.A., Alcoholic Beverage Code, Section 11.10. Tobacco Shop means a specialty retail establishment used primarily for the sale of tobacco products and accessories and in which the sale of other products is incidental. Y Pe Shop means a specialty retail establishment used primarily for the sale of e cigarette { Formatted: Font color: Red products and accessories and in which the Sale of other products is incidental. SECTION 2. Smoking prohibited in certain public places. (a) It is unlawful for any person to smoke or possess a lit tobacco, weed or other plant product in any of the following public places: (1) An elevator used by the public; (2) Healthcare facilities; (3) Any facility owned, operated or managed by the city; (4) Any vehicle owned by or under the control of the city; (5) Any retail establishment serving the general public except as otherwise permitted in this ordinance; (6) Lobbies, hallways, and other common areas in retirement facilities and nursing homes; (7) Any facility of a primary or secondary school; (8) Child care and adult day care facilities; (9) A privately owned theater auditorium, movie house, or other enclosed facility which is open to the public for the primary purpose of exhibiting any motion picture, stage drama, musical recital, athletic event, or any other performance or event C:\ Users \1780475\AppData \Local \Microsoft \Windows \Temporary Internet Files\ Content .Outlook \EKXT57L0 \4 -7 -2015 Revised Smoking Ordinance final redlined.docx (14-q) Parks facilities and public libraries, including exterior corridors, and any area within 30 feet of any public entrance thereto; (12:1 Museums; (142) Restaurants; (143) Bars; (144) Lobbies, hallways, and other indoor public areas in hotels and motels; (145) Bowling alleys (146) Pool/billiard halls; (147) Polling places; (198) Bingo Parlors, except as otherwise permitted in this ordinance; (2�9) Public transportation vehicles, including buses and trains, and within thirty (30) feet of facilities in support of public transportation such as ticket, boarding, shelter, and waiting areas; and (21O) Any establishment or facility declared to be non - smoking under Section 4(b) of this ordinance. J2QD Any location which r5 within thirty (30) feet of an entrance to a location in {Formatted: Font color: Red -f which smoking prohibited. Formatted: Font color: Re g 1S p d SECTION 3. Smoking prohibited in places of employment. (a) It is unlawful for any person to smoke or possess a lit tobacco, weed or other plant product in places of employment, except as provided in this ordinance. (b) An employer shall communicate this prohibition to all prospective employees upon their application for employment. SECTION 4. Smoking not prohibited in certain places. (a) Notwithstanding any other provision of this ordinance, the following areas shall not be subject to the smoking restrictions of this ordinance: (1) Private residences, except when used as a child care, adult day care, or health care facility; (2) Personal vehicles; (3) Private clubs and fraternal organizations; C:\ Users \1780475\AppData \Local \Microsoft \Windows \Temporary Internet Files\ Content .Outlook \EKXT57L0 \4 -7 -2015 Revised Smoking Ordinance final redlined.docx (4) Open -aired outdoor patio of a restaurant or bar; -0- �7'l" (45) Bingo Parlors which provide a solid physical barrier to separate the non- smoking section. Any existing bingo parlors shall have three (3) years from the effective date of this ordinance to construct such barrier; and (-�f) Tobacco shops, tobacco bars, cigar bars, (b) Notwithstanding any other provision of this section, any owner, operator, manager or other person who controls any establishment or facility described in this section, may declare the entire establishment or facility as a nonsmoking establishment by posting the establishment or facility as such pursuant to Section 5 of this ordinance. SECTION 5. Signage. (a) The owner or person in control of an establishment in which smoking is prohibited by this ordinance shall: (1) Post a conspicuous sign at the main entrance to the establishment that shall contain the words "No Smoking, by City of Denton Ordinance" and which includes the universal symbol for no smoking, or other language that clearly prohibits smoking; and (2) Remove all ashtrays from any area in which smoking is prohibited. SECTION 6. It shall be unlawful for anyperson to sell or give an electronic cigarette or an y paraphernalia to anv person under eighteen) years of aye. SECTION 47. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION -;8. Penalties. Any person violating this ordinance shall, upon conviction, be punished by a fine not to exceed Two Thousand Dollars ($2,000.00). SECTION 49. Ordinance 2 0 12 - 3 6 7 is hereby repealed. SECTION 410. This ordinance shall become effective one - hundred twenty (120) days from the date of its passage, and the City Secretary is hereby directed to cause the caption Formatted: Font color: Red Formatted: Indent: Hanging: 0.24" Formatted: Indent: Left: 0.06 ", First line: 0.38 ", Line spacing: single Formatted: Font: (Default) Times New Roman C:\ Users \1780475\AppData \Local \Microsoft \Windows \Temporary Internet Files\ Content .Outlook \EKXT57L0 \4 -7 -2015 Revised Smoking Ordinance final redlined.docx of this ordinance to be published twice in the Denton Record - Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY C APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY \\C0DAD\Departments\Lega1\0ur Documents\Ordinances\15\4-7-2015 Revised Smoking Ordinance.dou * ' � ` 112 AN ORDINANCE OF THE CITY OF DENTON, TEXAS DESIGNATING PORTIONS OF CERTAIN RETAIL ESTABLISHMENTS, PUBLIC BUILDINGS, AND FOOD ESTABLISHMENTS AS NONSMOKING AREAS; PROVIDING NOTIFICATION REQUIREMENTS; PROHIBITING SMOKING IN DESIGNATED NONSMOKING AREAS; PROVIDING EXCEPTIONS; PROVIDING PENALTIES; PROVIDING A SEVERABILITY CLAUSE, REPEALING ORDINANCE 2012-367, AND ANY OTHER ORDINANCE IN CONFLICT HEREWITH; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton recognizes that the smoking of tobacco, weeds or other plant products has been demonstrated to have a detrimental effect on not only the smoker but others in close proximity to the smoker; and WHEREAS, the City Council of the City of Denton adopted Ordinance Number 2012- 367 which recognized that the smoking of tobacco, weeds or other plant products has been demonstrated to have a detrimental effect on not only the smoker but others in close proximity to the smoker and which established regulations governing smoking in the City of Denton; and WHEREAS, upon further review, the City Council of the City of Denton has determined that it is the best interest of the citizens of the City of Denton to adopt additional regulations governing in the City and expanding the said regulations to include vapor products within the definition of smoking; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Definitions. The following words, terms and phrases, when used in this ordinance, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Bar means an enclosed indoor establishment that is open to the public and is devoted primarily to the sale and service of alcoholic beverages for on-premises consumption. Billiard Hall means a place of amusement for which the chief purpose is providing the use of billiard/pool tables to the public. Bingo parlor means an establishment owned, operated, or administered by a person or entity licensed or permitted by the State of Texas pursuant to V.C.T.A., Occupations Code, Chapter 2001, Cigar Bar means an establishment used primarily for the sale, of cigar, cigar-related products, and alcoholic beverages, and does not allow admittance to, or employ persons under \\C0DAD\Dep@rtments\LegaI\0ur Documents\Ordinances\15\4-7-2015 Revised Smoking Ordinance.doa the age of eighteen (18).. Electronic Cigarette (e-cigarette) means any electronic oral device, such as one composed of a heating element, battery, and/or electronic circuit, which provides a vapor or aerosol of nicotine or any other substance, and the use or inhalation which stimulates the smoking of a tobacco cigarette, pipe or cigar. "Electronic cigarette" includes any such device, whether manufactured, distributed, marketed, or sold as an electronic cigarette, and electronic cigar, an electronic cigarillo, an electronic pipe, electronic hookah, or under any other similar produce name or descriptor. The term electronic cigarette does not include any asthma inhaler or other similar device that has been duly prescribed by a licensed physician. Employee means an individual in the service of another under a contract of hire, whether express or implied, or oral or written, for direct or indirect monetary wages or profit, or an individual who volunteers the individual's services for an employer. Employer means a person or entity who uses the services of another under a contract of hire, whether express or implied, or oral or written, or uses the volunteer services of one or more individuals. Facility means improvements of a vertical nature, including, but not limited to, buildings, sheds, garages, and stadium structures and excluding horizontal improvements such as sidewalks, streets and parking lots. Fraternal Organization means a non-profit organization that: (1) is tax exempt under Section 501(c)(8), (10), or (19) of the Internal Revenue Code; (2) operates under a lodge system with a representative form of government; and (3) is organized for the exclusive benefit of the members of the organization and their dependents. Healthcare Facility means an office or institution in which care or treatment is provided for physical, mental, or emotional diseases or other medical, physiological, or psychological conditions. Operator means the owner or person in charge of a public place or place of employment, including an employer. Open-aired Outdoor Patio means a patio that has no fencing surrounding the seating area of the patio, except for open-aired construction (such as wrought iron, slats, or lattice work), or fencing which would allow for more than 50 percent light and air penetration, or fences which do not exceed four (4) feet in height. Walls contiguous to the primary business are not deemed fencing within this definition. Ceilings of solid or open-aired construction (such as slats or lattice work) are permitted notwithstanding the requirement of 50 percent light and air penetration. Place of Employment means an enclosed facility under the control of a public or private employer, including, but not limited to, work areas, private offices,, employee lounges, 19 \\CODAD\Departments\LegaI\Our Documents\Ordinances\15\4-7-2015 Revised Smoking Ordinance-docx restrooms, conference rooms, meeting rooms, classrooms, employee cafeterias, hallways, construction areas, and temporary offices. This definition does not include such outdoor areas as construction sites, parking lots, or designated smoking areas, or any area where smoking is specifically allowed under this ordinance. Private Club means an organization that owns, leases, or occupies a building used exclusively for club purposes at all times and: (1) is operated solely for a recreational, fraternal, social, patriotic, political, benevolent, or athletic purpose, but not for pecuniary gain; (2) sells alcoholic beverages only incidentally to its operation; (3) the affairs and management of the organization are conducted by a board of directors, executive committee, or similar body chosen by the members at an annual meeting; (4) has established bylaws or a constitution to govern the club's activities; and (5) is exempt from federal income taxation under Section 501(a), Internal Revenue Code, as a club described by Section 501(c) (7) of that code. Public Place means an enclosed area the public is invited or allowed to enter. Restaurant means an enclosed indoor establishment that is open to the public and is devoted primarily to the sale and service of food for immediate consumption. The term includes a bar located within the establishment. Retail establishment means any establishment which primarily sells goods and/or services to the general public. Smoke /Smoking means to inhale, exhale, bum, or carry a lighted cigar, cigarette, pipe, or other smoking equipment, containing tobacco, weed, or other plant product or the use of an electronic cigarette or similar device. Tobacco Bar means a business that: (1) holds a permit under V.C.T.A., Tax Code, Chapter 155; and (2) holds an alcoholic beverage permit or license issued under V.C.T.A., Alcoholic Beverage Code, Chapters 25, 28, 32, or 69, or under V.C.T.A., Alcoholic Beverage Code, Section 11.10. Tobacco Shop means a specialty retail establishment used primarily for the sale of tobacco products and accessories and in which the sale of other products is incidental. Vape Shop means a specialty retail establishment used primarily for the sale of e-cigarette products and accessories and in which the sale of other products is incidental. SECT10N 2. Smoking prohibited in certain public places. E \\CODA D\Departments\Lega1\Ou r Documents\Ordinances\15\4-7-2015 Revised Smoking Ordinance.dou (a) It is unlawful for any person to smoke or possess a lit tobacco, weed or other plant product in any of the following public places: (1) An elevator used by the public; (2) Healthcare facilities; (3) Any facility owned, operated or managed by the city; (4) Any vehicle owned by or under the control of the city; (5) Any retail establishment serving the general public except as otherwise permitted in this ordinance; (6) Lobbies, hallways, and other common areas in retirement facilities and nursing . homes; (7) Any facility of a primary or secondary school; (8) Child care and adult day care facilities; (9) A privately owned theater auditorium, movie house, or other enclosed facility which is open to the public for the primary purpose of exhibiting any motion picture, stage drama, musical recital, athletic event, or any other performance or event (10) Parks facilities and public libraries, including exterior corridors, and any area within 30 feet of any public entrance thereto; (11) Museums; (12) Restaurants; (13) Bars; (14) Lobbies, hallways, and other indoor public areas in hotels and motels; (15) Bowling alleys (16) Pool/billiard halls; (17) Polling places; (18) Bingo Parlors, except as otherwise permitted in this ordinance; (19) Public transportation vehicles, including buses and trains, and within thirty (3 0) feet of facilities in support of public transportation such as ticket, boarding, shelter, and waiting areas; and (20) Any establishment or facility declared to be non-smoking under Section 4(b) of this ordinance. 4 \\C0DAD\Departments\Lega1\0ur Documents\Ordinances\15\4-7-2015 Revised Smoking Ordinance.docx (21) Any location which is within thirty (30) feet of an entrance to a location in which smoking is prohibited. SECTION 3. Smoking prohibited in places of employment. (a) It is unlawful for any person to smoke or possess a lit tobacco, weed or other plant product in places of employment, except as provided in this ordinance. (b) An employer shall communicate this prohibition to all prospective employees upon their application for employment. SECTION 4. Smoking not prohibited in certain places. (a) Notwithstanding any other provision of this ordinance, the following areas shall not be subject to the smoking restrictions of this ordinance: (1) Private residences, except when used as a child care, adult day care, or health care facility; (2) Personal vehicles; (3) Private clubs and fraternal organizations; (4) Open-aire'd outdoor patio of a restaurant or bar; (5) Bingo Parlors which provide a solid physical barrier to separate the non- smoking section. Any existing bingo parlors shall have three (3) years from the effective date of this ordinance to construct such barrier; and (6) Tobacco shops, tobacco bars, cigar bars, and vape shops. (b) Notwithstanding any other provision of this section, any owner, operator, manager or other person who controls any establishment or facility described in this section, may declare the entire establishment or facility as a nonsmoking establishment by posting the establishment or facility as such pursuant to Section 5 of this ordinance. SECTION 5. Signage. (a) The owner or person in control of an establishment in which smoking is prohibited by this ordinance shall: (1) Post a conspicuous sign at the main entrance to the establishment that shall contain the words "No Smoking, by City of Denton Ordinance" and which includes the universal symbol for no smoking, or other language that clearly prohibits smoking; and (2) Remove all ashtrays from any area in which smoking is prohibited. 5 \\C0DAD\Departments\Le9a1\0ur Documents\Ordinances\15\4-7-2015 Revised Smoking ordinance.docx SECTION 6. It shall be unlawful for any person to sell or give an electronic cigarette or any paraphernalia to any person under eighteen (18) years of age. SECTION 7. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 8. Penalties. Any person violating this ordinance shall, upon conviction, be punished by a fine not to exceed Two Thousand Dollars ($2,000.00). SECTION 9. Ordinance 2 012 - 3 6 7 is hereby repealed. SECTION 10. This ordinance shall become effective one-hundred twenty (120) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2015• ATTEST: JENNIFER WALTERS, CITY SECRETARY M. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY WR Room 0 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: Al 5-0012, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning & Development CM /ACM: Jon Fortune DATE: April 7, 2015 SUBJECT Hold the first of two public hearings to consider the annexation of approximately 678.49 acres of land contained in eight of the fifteen annexation areas, which received a Non - Annexation Agreement in 2010, and do not comply with the exemption requirements in the Texas Local Government Code Chapter 43.035 or did not execute a Non - Annexation Extension Agreement. Four annexation areas consist of approximately 508.79 acres, generally located in northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1, and are identified as PAA1, PAA2, PAA3, and PAA4. The remaining four areas include approximately 169.70 acres of land, and are unincorporated ETJ pockets located within the body of the City of Denton's corporate limits, and identified as DH2, DH3, DH4, and DH 11; 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 of Denton instituted a number of annexations. In 2009, Freese and Nichols was hired to perform an annexation study. As a result, approximately 9,035 acres of land within the City of Denton Extraterritorial Jurisdiction (ETJ) was initiated for annexation in 2010. As part of the annexation initiative in 2010, the City Council approved several ordinances for Non Annexation Agreements (NAAs) in annexation areas referred to as DHI, DH2, DH3, DH4, DHS, DH11, DH14, PAA1, PAA2, PAA3, PAA4. The agreements were approved for five years and had cessation dates of February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer a one year extension to the original agreements. Pursuant to the Texas Local Government Code (Tx.LGC) Subchapter B Section 43.035, properties that continued to meet the stated criteria of agricultural, wildlife management or timberland uses were offered a Non - Annexation Extension Agreement. Each property owner received by certified mail a Non - Annexation Extension Agreement with a cover letter explaining their options and deadline date. In total, about 130 agreements were signed and notarized for approximately 183 properties. The signed Non - Annexation Extension Agreements were approved by City Council on March 3, 2015. However, there were nearly 12 properties from 2010 that no longer complied with the exemption requirements, and approximately 40 properties that met the exemption requirements status but did not execute the Non - Annexation Extension Agreement. These properties encompass roughly 701.35 acres of land in the following annexation areas: DH2, City of Denton Page 1 of 3 Printed on 4/2/2015 File M Al 5-0012, Version: 1 DH3, DH4, DHS, DHI1, PAA1, PAA2, PAA3, and PAA4. Prior to annexation, per the Tx.LGC §43.056, a city must make provisions to provide municipal services, also known as a Service Plan, for the proposed annexation areas no later than two and one -half years (21/2) years after the effective date of the annexation unless: (1) The City cannot reasonably provide certain services within that period; and (2) The City proposes a schedule for providing the services that extends not longer than four and one -half (41/2) years after the effective date of the annexation. Id. at §43.056(b). In 2010, the City Council approved the 2010 Service Plan for the designated annexation areas. Immediately, the City is required to provide the following services to the proposed areas on the effective date of the annexation: (1) Police protection; (2) Fire protection; (3) Emergency medical services; (4) Solid waste collection, except as provided by subsection (o). Subsection (o) provides that a municipality is not required to provide collection service to a person who continues to use the services of a privately owned collection service; (5) Operation and maintenance of water and wastewater facilities in the annexed area that are not within the service area of another water or wastewater utility; (6) Operation and maintenance of roads and streets, including road and street lighting; (7) Operation and maintenance of parks; and (8) Operation and maintenance of any other publicly owned facility, building or service. In the same manner, a Service Plan has inherent limitations. A Service Plan may not: (1) Require the creation of another political subdivision; (2) Require a landowner in the area to fund the capital improvements necessary to provide municipal services in a manner inconsistent with Chapter 395 unless otherwise agreed to by the landowner; or (3) Provide services in the area in a manner that would have the effect of reducing by more than a negligible amount the level of fire and police protection and emergency medical services provided within the corporate boundaries of the municipality before annexation. Id. at §43.056()g Before the second (2nd) anniversary of the date an area is included within the corporate boundaries of the City by annexation, the City may not: (1) Prohibit the collection of solid waste in the area by a privately owned solid waste management service provider; or (2) Impose a fee for solid waste management services on a person who continues to use the services of a privately owned solid waste management service provider. Id. at §43.056(n) The City is not required to provide solid waste collection services to a person who continues to use the services of a privately owned solid waste management service provider. Private solid waste collection service providers operating in the affected area immediately prior to annexation currently providing customers with service may continue to provide their existing service for up to 2 years in accordance with Texas Local Government Code. The ordinances were prepared by the City's Legal Department for the eight areas. City of Denton Page 2 of 3 Printed on 4/2/2015 File #: Al 5-0012, Version: 1 PRIOR ACTIONS The following is a summary of the actions taken by the City in association with the annexation: L February 11, 2015, Notice of Intent to Annex was sent certified mail to the mailed the public /private entities and railroad companies; 2. March 3, 2015, the one year Non - Annexation Extension Agreements were approved by City Council; 3. March 27, 2015, Public Hearing Notice was published in the Denton Record Chronicle; and 4. April 3, 2015, the meeting agenda was posted in City Hall and the City's website. OPTIONS 1. Proceed with annexation. 2. Decline annexation 3. Table this item. FYUIRITC 1. 2015 Annexation Service Plan 2. Location Map and General Descriptions Respectfully submitted by: Aimee Bissett Interim Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 3 of 3 Printed on 4/2/2015 Exhibit 1 CITY OF DENTON SERVICE PLAN 2015 Annexation L AREA ANNEXED The areas to be annexed include approximately 678.49 acres of land contained in eight (8) areas. Four annexation areas consist of approximately 508.79 acres, generally located in northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1, and are identified as PAAl, PAA2, PAA3, and PAA4. The remaining four areas include approximately 169.70 acres of land, and are unincorporated ETJ pockets located within the body of the City of Denton's corporate limits, and identified as DH2, DH3, DH4, and DH. These areas are depicted in the attached location map along with a general description of each area. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021; 43.065; and 43.056(b) -(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection Police protection from the City of Denton Police Department shall be provided to the areas annexed at a level consistent with current methods and procedures presently provided to similar areas on the effective date of the ordinance. Some of these services include: 1. Normal patrols and responses; 2. Handling of complaints and incident reports; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas with the level of police services consistent with the characteristics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent with other similarly situated areas within the city limits. 1 B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: 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. M 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. 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. IV. 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. V. 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. VL 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 Exhibit 2 Location Map and General Descriptions It I I I I I i i i i M I I I I_ I P�� �CA4r4ii��l�� p ; 116� arm FTT� fil PAQi In'i:.,l`��M .4 1. �Ij p y e It' �_li�lll �G�ir..,.l�. ..0 ju�a�� xu`I�WCCsrroah Ii PiTJlllilrll �? �I�II I J It.1 I'q � ���I ,� I I I ... a^: ;�I � � I �II I f�rl�� ����� ���I��� �I�ti��l�u�r���� I;� � � r�al,N �I�I�d�• � '� '�� d�w�l�,�4���ly�l�� ^�� sa � 11�t11 F ,� F Vii,, 21 dwm� M a 1rnlmmYe...� ?ma�i�p�iy's�Ihlh,i I rLt;�llr��r�ri��f�' �lfyl 1C a �„ Po1Vw�G °1I !h6I �I ��lr 1 u I f 4; .. J P1414 DH airf I, r�'r r��ti;v �lll r � V� ...rt_ . •, n�iYU.,"^ an I I N h it � € F�l H +e hFf2lnr I�I� "' dui r N ^ i !r � PAA1 General Location Branch Road Acres: 188.60 PAA2 General Location Acres: 88.45 PAA3 General Location Acres: 219.83 South side of Jim Christal Road; north side of Tom Cole Road; west of Masch South side of FM 1173; north of University Drive; west of 1 -35 South side of Ganzer Road; north and south of Barthold Road; north of FM 1173 CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 PAA4 General Location: South side of Milam Road; north of Loop 288; east of 1 -35 Acres: 11.78 DH 2 General Location: South side of University Drive; west and east sides of Thomas J. Egan Road; north of Jim Christal Road; west of Masch Road Acres: 73.51 DH 3 General Location Acres: 24.47 DH 4 General Location Boulevard Acres: 9.52 DH 11 General Location Acres: 62.20 South side of Spring Side Road; north, south and west of Corbin Road; west of 1 -35 East side of Bonnie Brae Street; west of Fort Worth Drive; east and west of Vintage Southeast of the intersection of Mayhill Road and McKinney Street CITY OF DENTON, TEXAS CITY HALL WEST • DENTON, TEXAS 76201 • 940.349.8541 • (F) 940.349.7707 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: DCA14- 0009f, Version: Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: April 7, 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- 0009f). 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 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. Since the initial public hearing for DCA14- 0009, the P &Z deliberated on this topic during three public meetings and ultimately voted 4 -3 to recommend denial. In addition, the City Council continued their public hearing during five separate meetings. Staff worked diligently to revise the draft ordinance and post updated information to the City's website during the time DCA14 -0009 was continued. The revision process incorporated the scientific studies cited during the first public hearing and addressed the questions and public discussion that occurred during the nine meetings. The latest website update occurred on March 31, 2015 and resulted in the posting of a revised draft ordinance. The ordinance was available for public review in anticipation of the continued City Council public hearing on April 7, 2015. PROPOSAL The proposed revisions are intended to remedy the impacts of gas well drilling in an urban environment, to include oil and gas operations that occur at or above the surface of the ground; such as emergency response, traffic, lights, noise, notifications, and setback separation requirements. One goal for the proposed revisions is to preserve surface property values, the character of neighborhoods, and other quality of life issues. To achieve this goal, Subchapter 22 of the Denton Development Code (DDC) was streamlined and reorganized to provide City of Denton Page 1 of 3 Printed on 4/2/2015 File #: DCA14- 0009f, Version: 1 a clear understanding of the requirements for gas wells inside the city limits. In addition to changes contained within Subchapter 22, additional DDC Chapters have been revised. In some cases, existing provisions were 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 DDC Section 35.5 relating to Zoning Districts and Limitations; 2. New DDC Section 35.5.10, which is composed of new gas well provisions, together with amended gas well provisions transferred over from Subchapter 35.22, relating to: Gas Well Development; Consolidation Permits; Gas Well Development Site Plans; Gas Well Permits; 3. New DDC Section 35.7.16 relating to Gas Well Combining District Regulations; 4. Amendment to DDC Section 35.16.7 to add a new platting requirements included under the Gas Well Notification Disclosure Requirement; 5. Amendment to DDC Subchapter 35.22 relating to Gas well general regulations pertaining to health, safety and general welfare; 6. Amendments to Ordinance 2014 -248 relating to the City's Gas Well Development Fee Ordinance; and 7. New DDC Subchapter 35.22A relating to Oil and Gas Pipeline Ordinance. The proposed Gas Well Amendment Ordinance is attached as Exhibit 11. It does not include a redline version, but if the public wishes to view and comment on a redline version, it can be found on the City's website under Departments: Gas Well Inspections. 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 On 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 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 meeting. City of Denton Page 2 of 3 Printed on 4/2/2015 File #: DCA14- 0009f, Version: 1 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. On March 3, 2015, City Council voted 7 -0 to continue the public hearing for DCA14 -0009 to March 24, 2015. On March 24, 2015, City Council voted 7 -0 to continue the public hearing for DCA14 -0009 to April 7, 2015. EXHIBITS 1. Amendment to DDC SECTION 35.5 - Zoning Districts and Limitations - clean and redline 2. New DDC SECTION 35.5.10 - clean and redline 3. DDC Section 35.7.16 - Gas Well Combining District - clean and redline 4. DDC Section 35.16.7 - Gas Well Notification Disclosure 5. Amendments to DDC Subchapter 35.22 - General Regulations - clean and redline 6. Gas Well Fee Schedule - redline amendments and existing Ord. 2013 -248 7. Draft Pipeline Ordinance 8. Public Responses to CC and P &Z from Dec 2014 meeting 9. Public Responses to Additional Questions from P &Z and the Public 10. February 4, 2015 P &Z Meeting Draft Minutes 11. Gas Well Amendments Ordinance Respectfully submitted: Aimee Bissett Interim Planning & Development Director Prepared by: Darren Groth, AICP, CPM, REP Gas Well Administrator City of Denton Page 3 of 3 Printed on 4/2/2015 Exhibit 1 Section 35mS Clean 3/24/15 version 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 35.22.1, 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 35.22.1, 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 35.22.1. 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 35.22.1, 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 35.22.1, 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 35.22.1, 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 35.22.1, 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, subject to exceptions identified therein. Gas well development on existing drilling and production sites requires approval of a consolidation permit pursuant to Section 35.5.10.3, subject to exceptions identified therein. All gas well development is subject to compliance with Subchapter 35.22, Gas Well Drilling and Production, and with Section 35.5.10 of this Ordinance" 1 3/24/15 version I. Amend Sections 35.5.1.2; 35.5.2.2., 35.5.3.2. 35.5.4.2, 35.5.5.2, 35.5.6.2 and 35.5.7.2, by adding to the Industrial Land Use Categories section a new industrial use, "Compressor Stations ", as defined in Section 35.22.1 and by designating such use as "SUP" for the IC -E and IC -G Districts and as a "N" for all districts referenced in such sections. Pj Section 3505 1 9 iml 3/24/15 version 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 35.2211, 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 35.2211, 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 35.2211. 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 35.2211, 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 35.2211, 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 35.2211, 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 35.2211, for the industrial land use category "Gas Wells." H. Amend Section 35.5.8, Limitations, L (27), to read: 1 3/24/15 version �r` r�r _eesn�i Law. r_sr_e :e�:�ss:r�.� �I. Amend Sections 35.5.1.2; 35.52.1 35 .532. 35.5.4.2 -35.5.5.2-35.5.6.2 and 35.5.7.2, R4-- � _ by adding to the Industrial Land Use Categories section a new industrial use, "Compressor Stations ", as defined in Section 35.22.1 w e &se 4+a4 '3,° t� ��•' „ "� * *� " arc isg � a +s cis ar�d by deSl natln SllCh Ilse as "SUP" for the IGE and IGG Districts and as a "N" for all districts referenced in such sections. Pj 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 11 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, 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; PROVIDING A CUMULATIVE CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY; AND AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas is a home rule city acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code and accordingly enjoys broad powers of self governance; and WHEREAS, the authority of a home rule city to regulate the exploration and production of natural gas within its city limits and extraterritorially, as herein provided, is legislatively recognized, inter alia, at Section 92.007 of the Texas Natural Resources Code, Chapters 54, 211, 212, 217, and 551 of the Texas Local Government Code, Chapter 26 of the Texas Water Code, Chapter 382 of the Texas Health and Safety Code, and numerous other legislative and Constitutional provisions of the State of Texas; and WHEREAS, the City Council, pursuant to Ordinance No. 2001 -465 adopted the City's first gas well drilling and production regulations as part of Chapter 35, "Zoning ", and adopted Ordinance No. 2001 -466 as part of Chapter 34, "Subdivision and Land Development ", of the City of Denton City Code (collectively referred to as the "Gas Well Ordinance "; and WHEREAS, on February 5, 2002, the City Council incorporated the Gas Well Ordinance into the Denton Development Code, Ordinance No. 2002 -040, primarily into Subchapter 22; and; WHEREAS, over the years, rising demand for clean alternative fuel sources, and the advent of new drilling and production technologies, including hydraulic fracturing, has encouraged mineral development in areas in close proximity to residential and other protected uses; and WHEREAS, the increased gas well drilling and production activities in close proximity to residential and other protected uses has generated from the public a multitude of environmental and land use compatibility concerns regarding the City's ordinances and regulations now applicable to the gas well drilling and production activities, including, but not limited to, health, water quality, air quality, noise, lighting, truck traffic, dust, vibrations and other nuisances; and Exhibit 11 WHEREAS, since February 5, 2002, the City Council has amended the Gas Well Ordinance a few times since Ordinance 2002 -040, with the most recent ordinance amendment, Ordinance No. 2013 -014, occurring on January 15, 2013, in an attempt to address these environmental and land use compatibility concerns; and WHEREAS, after the adoption of Ordinance No. 2013 -014, the City Council has continued to receive from the public a multitude of environmental and land use compatibility concerns regarding the City's ordinances and regulations now applicable to the gas well drilling and production activities, including, but not limited to, health, water quality, air quality, noise, lighting, truck traffic, dust, vibrations and other nuisances; and WHEREAS, further increased drilling in close proximity to residential and other protected uses after the enactment of Ordinance No. 2013 -014 have resulted in negative and deleterious effects on Denton citizens, calling into question whether the various interests could be better balanced by additional review of the City's ordinances and regulations; and WHEREAS, the City Council of the City of Denton, Texas has witnessed the conflict between increased drilling and urban expansion, and acknowledges 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; and WHEREAS, the City Council finds that potentially harmful impacts of gas well drilling and production within the City fall most heavily upon neighborhoods and properties adjacent to gas well drilling and production operations; and WHEREAS, gas well drilling and production activities are classified as industrial uses under the Denton Development Code; and WHEREAS, gas well drilling and production activities conducted within city limits are subject to and governed by the City's zoning regulations; and WHEREAS, the City Council, after due and careful consideration, found that there remain significant and compelling environmental and land use compatibility concerns associated with the gas well drilling and production activities; and WHEREAS, on May 6, 2014, the City Council adopted a gas well moratorium, Ordinance No. 2014 -137, which has subsequently been amended three times, to preserve the status quo while a review and update to the Gas Well Ordinance could be developed and implemented to ensure compatible land use that do not negatively impact property values and neighborhood character; and WHEREAS, the City staff and the City Council have reviewed numerous published articles regarding the impacts of gas well drilling, including: Exhibit 11 1) Best Practices Handbook to Assist Communities in the Eagle Ford Shale, 2" d 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 States: 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, Appalachian 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) 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) 16) Methane Emissions from Process Equipment at Natural Gas Production Sites in the United States: Pneumatic Controllers, by David Exhibit 11 T. Allen, et al., The American Chemical Society's Journal of Environmental Science & Technology, December 9, 2014 WHEREAS, based on the above studies, the City Council deems it to be in the best interest of the City to encourage co- location of gas wells to the maximum extent possible in order to mitigate impacts upon neighborhoods and to lessen impacts on surface development; and WHEREAS, the City Council particularly finds compelling the evidence in support of remedying the impacts of gas well drilling in an urban environment through co- location, to include noise, dust, odor, light pollution, vibrations, fire safety, visual aesthetics (i.e., fencing), 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; and WHEREAS, the City Council additionally notes various studies conducted by neighboring cities relating to gas well drilling within municipalities, including Flower Mound's various studies involving property values and environmental matters, as well as the City of Fort Worth's studies relating to gas well drilling in the City of Fort Worth, and the City Council does hereby incorporate by reference these studies relating to the impacts of gas well drilling in a municipal setting; and WHEREAS, the City Council has determined that the most effective way of preventing or moderating potentially harmful impacts of gas well drilling and production activities on adjacent and proximate residential and other protected uses is to invoke the City's zoning powers by establishing co- location requirements for gas well drilling and production activities; and WHEREAS, on December 16, 2014, the Planning and Zoning Commission and the City Council held a joint public hearing, pursuant to Texas Local Government Code, Section 211.007, at which public hearing members of the public and the natural gas industry provided comments regarding the proposed gas well ordinance amendments; and WHEREAS, after public comments were received, the City Council continued its portion of the public hearing to its January 6, 2015 regular meeting, while the Planning and Zoning Commission closed its portion of the public hearing and postponed action on the gas well ordinance amendment until its January 7, 2015 meeting; and WHEREAS, the Planning and Zoning Commission did not take action on the gas well ordinance amendment at its January 7, 2015 meeting, but instead took action at its January 21, 2015 meeting, at which the Planning and Zoning Commission, via a 4 -3 vote, recommended denial of the gas well ordinance amendments, which triggered the supermajority vote requirement by the City Council to overturn the denial recommendation; and Exhibit 11 WHEREAS, on April 7, 2015, the City Council finally closed its portion of the public hearing, and by a supermajority vote (_ - reversed the Planning and Zoning Commission's denial recommendation; and WHEREAS, the City Council finds that the subject changes to the Denton Development Code are consistent with the Comprehensive Plan and are in the public interest; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. All of the above recitals, including the findings made therein, are hereby found to be true and correct factual and legislative determinations of the City of Denton, Texas and are hereby approved and incorporated by reference as though fully set forth herein. Publications above referenced underpin the factual and legislative findings of this ordinance and are incorporated by reference as though set forth herein. SECTION 2. Subchapter 5, Section 35.5 of the Denton Development Code ( "Zoning Districts and Limitations ") is amended as set forth in Exhibit "1 ", which is fully attached and incorporated fully herein by reference. SECTION 3. New Section 35.5.10 ( "Gas Well Development ") is added to Subchapter 5 of the Denton Development Code, and such new section shall hereinafter read verbatim as set forth in Exhibit "2 ", which is attached and incorporated fully herein by reference. SECTION 4. New Section 35.7.16 ("Gas Well Combining District ") is added to Subchapter 7 of the Denton Development Code, and such new section shall hereinafter read verbatim as set forth in Exhibit 113 ", which is fully attached and incorporated fully herein by reference. SECTION 5. Subchapter 16, Section 35.16.7 ( "Lots, Access and Common Areas ") of the Denton Development Code is amended to incorporate the specific changes identified in Exhibit "4 ", which exhibit is fully attached and incorporated fully herein by reference. SECTION 6. Subchapter 22 of the Denton Development Code ( "Gas Well Drilling and Production ") is deleted in its entirety and replaced with a new Subchapter 22, which subchapter shall hereinafter read verbatim as set forth in Exhibit "5 ", which is attached and incorporated fully herein by reference. SECTION 7. Ordinance No. 2013 -248 ( "Planning and Development Fees and Road Damage Remediation Fees "), adopted on September 17, 2013, is amended to incorporate the specific fees relating to gas well drilling and production activities as they appear in Exhibit "6 ", which is attached and incorporated fully herein by reference. SECTION 8. New Subchapter 22A ( "Oil and Gas Pipelines ") is added to the Denton Development Code, a copy of which is attached as Exhibit "7 ", which is incorporated fully herein by reference. Exhibit 11 SECTION 9. The moratorium established by Ord. No. 2013 -137, and as amended and extended by Ord. Nos. 2014 -192, 2014 -276 and 2015 -013, will terminate on the effective date of this ordinance, as indicated in Section 14 herein. SECTION 10. No amendment contained in this ordinance shall supersede the hydraulic fracturing ban (Ordinance No. 2014 -397) adopted by the voters via election on November 4, 2014. SECTION 11. All ordinances in conflict herewith, are amended and superseded to the limited extent of such conflict, and all remaining sections and provisions of such ordinances, not in direct conflict herewith, are hereby made cumulative. SECTION 12. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 13. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 14. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED at the City Council meeting posted and commenced on the day of , 2015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BU GESS, CITY ATTORNEY BY: Exhibit 11 EXHIBIT 441" Zoning District and Limitations Exhibit 11 EXHIBIT "2" Gas Well Development Exhibit 11 EXHIBIT "Y Gas Well Combining District Exhibit 11 EXHIBIT 664" Lots, Access and Common Areas Exhibit 11 EXHIBIT 445" Gas Well Drilling and Production Exhibit 11 EXHIBIT "6" Planning and Development Fees And Road Damage Remediation Fees Exhibit 11 EXHIBIT 447" Oil and Gas Pipelines Exhibit 2 Section 35.5.10 Clean INDEX FOR DDC, SECTION 35.5.10 NOTE: DDC, Section 35.5. 10 is a new section that sets forth rules and procedures for existing gas well pad sites to convert to consolidated sites when an operator proposes to drill a new well. New gas well pad sites must apply for a combining district approval which is granted by the City Council pursuant to the Gas Well Combining District rules set forth in new DDC, Section 35.7.16. DDC, Section 35.5.10 also contains some sections, or parts thereof, which have been transferred from DDC, Subchapter 22 (a/k/a "Gas Well Ordinance "). For convenience, the former Subchapter 22 sections have been included after each numbered section below. 35.5.10.1 Purpose, Authority and Applicability [Section 35.22.1] 35.5.10.2 Required Authorization for Gas Well Development [Section 35.22.3] 35.5.10.3 Consolidation Permits [Section 35.22.4] 35.5.10.4 Gas Well Development Site Plans [Section 35.22.6] 35.5.10.5 Gas Well Permits [Section 35.22.7] 35.5.10.6 Separation standards [Section 35.22.5.A.1] 35.5.10.7 Relief Measures [Section 35.22.16] 3/24/15 version Section 35.5.10 Gas Well Development 35.5.10.1 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 Subchapters 5, 7, 16 and 22 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 Subchapters 5, 7, 16 and 22 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 primarily 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 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. PJ 3/24/15 version 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 Subchapters 5, 7 and 22 apply only within the corporate limits of the City of Denton, except as otherwise expressly stated therein. D. Integrated Provisions. The provisions of Subchapters 5, 7, and 22 relating to gas well development are intended as a set of integrated regulations. Subchapter 5 establishes zoning classifications and permitting requirements and procedures for gas well development. Subchapter 7 establishes standards and procedures for establishing overlay zoning districts pertaining to gas well development. Subchapter 22 contains definitions that apply to all provisions regulating gas well development, and identifies operational and other general standards that apply to gas well development. Each subchapter may incorporate by reference other applicable provisions of this Denton Development Code that pertain to gas well development. 9 3/24/15 version Section 35.5.10.2 Required Authorization for Gas Well Development in City Limits. A. Zoning District Classifications for Gas Well Development 1. Gas well development is classified as an industrial land use in all zoning districts. 2. Gas well development is permitted as set forth in Sections 35.5.1 through 35.5.7 of the DDC, subject to the Limitations in Section 35.5.8 of the DDC and the standards in Subchapter 22. Gas well development also is permitted if authorized by an existing MPC or PD District or SUP, subject to the exception standards set forth in Section 35.5.10.3, or in Section 35.7.16.1. 3. Gas well development within the corporate limits of the City on new Drilling and Production Sites shall be authorized through approval of a Gas Well Combining District pursuant to the requirements of Section 35.22.7.16, unless exceptions apply. 4. Gas well development within the corporate limits of the City on existing Drilling and Production Sites ( "existing sites ") shall be authorized through approval of a Consolidation Permit pursuant to the requirements of Section 35.5.10.3, unless exceptions apply. 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 35.7.16, or approval of a Consolidation Permit to authorize a new gas well on an existing Drilling and Production Site pursuant to Section 35.5.10.3. Exceptions may apply. 2. Approval of a Preliminary Gas Well Development Site Plan pursuant to Section 35.5.10.4.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 Gas Well Development Site Plan is obtained. An application for a Preliminary Gas Well Development Site Plan may accompany a request for a Gas Well Combining District or an application for a Consolidation Permit. For existing sites, the Gas Well Administrator may authorize the submittal of Final Gas Well Development Site Plan in lieu of submittal of a Preliminary Gas Well Development Site Plan. 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 35.5.10.4.B. rd 3/24/15 version 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 35.5.10.5. 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/Re- completion Operations and Production Activities from the Denton Gas Well Division pursuant to the application requirements and standards of Section 35.5.10.5. 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 35.22.9.D. 14. The applications for any authorization for gas well drilling and production listed in this Subsection B 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 required prior applications have been approved, and no completeness determination shall be made until such prior applications have been approved. C. Applications for gas well drilling and production shall expire under the following circumstances: 9 3/24/15 version 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, as may be modified by any exception granted pursuant to Section 35.5.10.3.C. The authorization for a consolidated site in a Combining District may be terminated following suspension of the right to submit further gas well development applications, and following action by the City Council. 2. A Watershed Protection Permit, if applicable, expires with the expiration of a Final Gas Well Development Site Plan. A Consolidation Permit expires according to the provisions of Section 35.5.10.3.H. Expiration of the consolidation permit may also result in expiration of associated gas well development permits, as provided in Section 35.5.10.3.H. 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 Development Site 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 for a new Drilling and Production Site expires unless a complete application for a Gas Well Permit has been filed within one (1) year of the date of approval of the Final Gas Well Site Plan. A Final Gas Well Development Site Plan for an existing Site does not expire unless a Consolidation Permit for the site expires. 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 one (1) year of the date of approval of the Gas Well Permit. D. Following expiration of an approved application for gas well drilling and production, a new application must be submitted. An Operator may reapply following expiration of a site plan or gas well permit prior to expiration or termination of the consolidation permit, planned zoning district exception or Combining District approval pertaining to the drilling and production site or gas well. E. 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. F. Legal Non - Conformity; Exceptions. 1. Non - conformities. The provisions of Subchapter 11 ( "Nonconforming Uses ") are applicable to gas well drilling and production activities, except as provided hereinafter. on 3/24/15 version a. For purposes of Subchapter 11, the drilling of a new gas well and associated production activities do not constitute an existing lawful use. 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 or production activities in progress on an existing site on the effective date of this amendatory ordinance (Ordinance No. ). 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 or production activities in progress on an existing site on the effective date of this amendatory ordinance (Ordinance No. ). 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 or production activities in progress on an existing site on the effective date of this amendatory ordinance (Ordinance No. ). 2. General exceptions. 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. Additional exceptions to individual permit requirements may be stated under such provisions. 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. G. General Application Standard. In additional to any other remedies available at law or in equity, the City may initiate proceedings to revoke any site plan, permit, variance or 7 3/24/15 version special exception approved pursuant to this Section 35.5.10 upon discovery that the applicant supplied false, fraudulent or misleading information that was material to approval of the application under the standards applicable to the permit, variance or special exception. All site plan or permit applications or requests for relief to the Board of Adjustment shall be verified. E'? 3/24/15 version 35.5.10.3 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. Except as provided in subsection C, 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, unless the applicant has first obtained a gas well Consolidation Permit designating a consolidated site. 2. For an existing site for which no new gas wells are proposed, an Operator may continue all drilling or production activities in progress on the site authorized by gas well permit, and may perform workover operations, without having to obtain a Consolidation Permit. The Operator must obtain a gas well permit prior to commencement of recompletion activities. C. Exceptions. A Consolidation Permit is not required for an existing or planned gas well drilling and production site if, on the effective date of this Section [date], one of the following circumstances exists: 1. General exceptions. The proposed gas well drilling and production activities are excepted under the general criteria in Section 35.5.10.2.F.2. 2. Planned zoning district exceptions. The existing or planned Drilling and Production Site is located within an approved Master Planned Community (MPC) District or Planned Development (PD) District, or the site is subject to an approved Special Use Permit (SUP), and the Operator prior to obtaining a gas well permit for a new well on an existing site can demonstrate the following: a. The site is located in an MPC or PD District, or on land subject to an SUP; and b. The site is identified by a metes and bounds description either in the current plan for the District or SUP, or in a consistent gas well development plat or gas well development site plan. I 3/24/15 version 3. Rules and procedures for qualified sites. Sites meeting the standards in subsection (2) ( "qualified sites ") are subject to the following rules and procedures: a. Measurements of setbacks for qualified sites shall be as provided in section 35.5.10.6. b. An Operator may drill, complete and put into production new wells on qualified sites, subject to site plan and gas well permit requirements. c. Drilling and production site setbacks shall be specified in the District or conditions applicable to the SUP. Reverse setbacks shall be as provided in the District or SUP, or as determined by the City Council at the time that an amendment to the District or SUP regulations is proposed. d. The number of existing wells for the leasehold, together with the proposed number of new wells, shall be less than or equal to the acreage under the mineral lease for all or part of the District or the land subject to the SUP, divided by 20 acres. e. All other regulations effected by this amendatory ordinance (Ordinance No. ) shall apply to gas well development within the Combining District or land subject to the SUP. f Determination of the exception shall be made by the Gas Well Administrator. The applicant for the exception must include the information in Section 35.5.10.3.D for all the existing or planned gas well development sites subject to the leasehold. If the Combining District or the land subject to the SUP contains more than one gas well leasehold, the boundaries of each leasehold shall be shown with particularity on the detailed plan. g. An Operator may submit an application for an exception for a period of six months after the effective date of this amendatory ordinance (Ordinance No. ). During such period, an applicant may qualify as many existing sites under the exception as are designated in the plan for the Combining District or by the terms of the SUP without the necessity of submitting an application for a gas well development site plan. Sites which have not been qualified within such period shall be subject to the requirements of this section 35.5.10.3 or rules for Combining Districts contained in Section 35.7.16. An Operator may appeal the determination of the Gas Well Administrator to the Board of Adjustment pursuant to Section 35.5.10.7. h. If the requested exception for a Drilling and Production Site is denied by the Gas Well Administrator, the provisions of this Section 35.5.10.3 relating to consolidation permits shall apply to the site. D. Application Requirements. 10 3/24/15 version 1. Pre - application Conference. The applicant shall schedule a conference with the Gas Well Administrator 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 site, providing a detailed plan(s) and including the following information: a. A property description of all lands for which applicant holds or controls, either solely or jointly, 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 drawn between each existing or proposed well; g. A plan clearly depicting 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; h. Proof of notice to each surface owner within the proposed boundaries of the consolidated lease area; and i. Copies of any proposed surface development plans, including but not limited to preliminary subdivision plats, other than gas well developments, for the consolidated lease area. 11 3/24/15 version 3. An application for a Preliminary Gas Well Development Site Plan for the proposed consolidated site, prepared in accordance with Section 35.5.10.4, may be submitted and processed with the application for a Consolidation Permit. E. 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 Gas Well Administrator 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 Gas Well Administrator shall notify the applicant of its rights to request a special exception from the Board of Adjustment pursuant to Section 35.5.10.7. If an applicant chooses to seek a special exception from the Board, all further review of the Consolidation Permit application shall be suspended pending the Board's decision on the appeal. F. 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 35.5.10.7, the Gas Well Administrator 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 ( "contiguous leased areas "). 2. Criteria. In evaluating an application for a Consolidation Permit, the Gas Well Administrator shall apply the following criteria: a. Except as otherwise provided for in this section 35.5.10.3, an existing Drilling and Production Site may not be designated as a consolidated site if- (1) The existing Drilling and Production Site is located within a flood plain or other ESA; or (2) The Drilling and Production Site setback for the consolidated site fails to meet the standards in subsection F.2.c.; or 12 3/24/15 version (3) There is another Drilling and Production Site within the contiguous leased area that has a greater Drilling and Production Site setback; or (4) The only road access for the proposed consolidated site traverses neighborhood streets. 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 Site 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. The Gas well Administrator may not approve a consolidated site with a drilling and production site setback of less than the following distances, relative to the size of the contiguous leased area to be restricted, unless the Board of Adjustment authorizes a lesser distance: Minimum Site Setback 1200 feet 1000 feet 800 feet Contiguous Leased Acreage 1 -80 acres 81 -160 acres 161 -640 acres d. The site must be served by safe access to a road network that has adequate capacity to serve all proposed gas well development proposed for the site and that does not involve traversing existing or approved neighborhood streets. Following an initial adequacy determination, the Operator shall submit an updated analysis demonstrating adequacy with an application for a new gas well permit or for any activity requiring a completion permit. 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 Drilling and Production Site setbacks, residential uses shall be given preference over other Protected Uses and over undeveloped residential lots in developed subdivisions. 13 3/24/15 version (3) The configuration of an approved preliminary plat. 3. Decision. The Gas Well Administrator shall approve or deny the permit within five (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 as a consolidated gas well site. If the permit application is approved, the Gas Well Administrator 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 containing the information and conditions specified in subsection (5)(a); c. A statement that no new wells shall be established on other Drilling and Production Sites shown on the development plat; and d. A statement that development of each authorized gas well is subject to the requirements for all subsequent site plans or permits for such well. 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; (4) states that no other Drilling and Production Sites may be established within the boundaries of the plat; and (5) delineates reverse setbacks from the consolidated site and all other existing sites within the boundaries of the plat. 14 3/24/15 version b. The applicant shall record the development plat within 30 calendar days following approval by the Gas Well Administrator. c. Provide for 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 35.5.10.7.A. An aggrieved owner of property subject to the mineral leasehold may appeal approval of a Consolidation Permit to the Board of Adjustment pursuant to Section. 35.10.7.A G. Effect of Approval. The approval of a Consolidation Permit designating a consolidated site shall have the following effects: 1. All Gas Well Permit applications submitted thereafter for the consolidated site shall not be subject to the drilling and production site setbacks in Section 35.5.10.6.A. 2. 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 drilling and production activities, workover operations, and recompletion activities, subject to approval of a new gas well permit, or those authorized by an exception pursuant to subsection 35.5.10.3.C. 3. 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 35.5.10.6.B. H. Expiration of Consolidation Permit; Suspension of Authorization to Develop Gas Wells within Consolidated Site. 1. A Consolidation Permit shall expire five (5) years from the date of approval if at least one authorized new gas well has not achieved "first sales" by such date. 2. The right to submit additional applications for development of new gas wells on the consolidated site shall be suspended five (5) years from the date of "first sales" for the initial new gas well developed on the consolidated site if at least one additional authorized gas well has not achieved first sales by such date. Such periodic obligations shall continue for each successive five -year period. 3. The right to submit additional applications for development of new gas wells on the consolidated site shall be suspended twenty (20) years from the date of approval of the consolidation permit if all authorized wells have not been drilled by such date, or an extension has not been obtained from the Board of Adjustment. 15 3/24/15 version 4. Suspension of the right to submit new gas well applications for a consolidated site shall not affect drilling or production activities in progress on the date of suspension. 5. An Operator may apply to the Board of Adjustment for a special exception to extend an expiration or suspension date if such application is filed with the Board 60 days before such date. If the special exception is granted, the expiration or suspension date shall be extended accordingly, but not to exceed a period of two - years. 6. An Operator may apply to the City Council to reinstate the right to submit additional applications for new gas well development on the consolidated site. If such reinstatement request is not made in writing within 90 days of suspension or the Council denies the request, the Consolidation Permit shall expire. 7. If a Consolidation Permit expires, all other outstanding permits or pending permits for undeveloped gas wells on the consolidated site shall expire; provided, however, that all permits for developed gas wells on the consolidated site shall remain in effect and further provided that workover operations and recompletions for such wells may be conducted as otherwise provided in this Section 35.5.10. I. Option. An Operator, in lieu of submitting the application for a Consolidation Permit as required by this Section, and following consultation with the Gas Well Administrator, may apply for a Gas Well Combining District pursuant to Section 35.7.16 of the Denton Development Code. 16 3/24/15 version 35.5.10.4. Gas Well Development Site Plans A. Preliminary Gas Well Site Plan 1. Applicability a. An application for a Preliminary Gas Well Development Site Plan must accompany a request for a Gas Well Combining District and may be submitted with an application for a Consolidation Permit. The application will be decided with the application for the Gas Well Combining District or consolidation permit and shall be subject to the terms of such approval. 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. b. If an existing site is subject to an existing Gas Well Development Site Plan approved prior to the effective date of this amendatory ordinance (Ordinance No. ) that contains the information required by Section 35.5.10.4.2, the Gas Well Administrator will designate such Site Plan as the Preliminary Gas Well Development Site Plan for the consolidated site. 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 17 3/24/15 version 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 Gas Well Administrator. b. Criteria. The Gas Well Administrator 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 Gas Well Administrator may impose conditions that assure compliance with the terms of the prior approvals or standards of this Subchapter. 4. Effect. IN 3/24/15 version 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 Gas Well Administrator. 19 3/24/15 version b. Criteria. The Gas Well Administrator 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 35.22.2. 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. Any wells depicted in the Final Gas Well Site Plan do not constitute City authorization for the number of wells depicted. Instead, the number of wells authorized shall be determined at the time each gas well permit application is reviewed per Section 35.5.10.5. 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. Amended of a site plan may require amendment of approved subsequent permits. The applications shall be reviewed and decided in the same manner as the original application: 1. Relocate the boundaries of the Drilling and Production Site. Re- authorization for the location of a consolidated site also may be required. 2. Relocate the proposed gas wells within 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. 20 3/24/15 version 35.5.10.5. - 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 drilling activities, completion operations, including hydraulic re- fracturing, or production activities within the corporate limits of the City without first obtaining a Gas Well Permit issued under this Subchapter. 2. A Gas Well Permit shall be required for each well. No Gas Well Permit shall be issued for multiple wells. 3. A Gas Well Permit for new gas wells 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. 4. Only a second -stage Gas Well Permit is required for Completion Operations performed on an approved gas well. 5. 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. 6. 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. 7. Workover operations do not require a new Gas Well Permit. B. Application Requirements 1. Applications for first -stage Gas Well Permits shall include the following: a. A completed application and permit form provided by the City that is signed by the applicant; b. The application fee. c. A copy of the Gas Well Combining District or Consolidation Permit, or the planned zoning district exception granted under Section 35.5.10.3.C. d. A copy of the Final Gas Well Development Site Plan; e. A copy of all required Fire Code gas well - related permits; 21 3/24/15 version f. A copy of the permit issued by the RRC and corresponding API number; and 2. Applications for a stage -two Gas Well Permit shall include the following: a. A completed application and permit form provided by the City that is signed by the applicant; b. The application fee; c. Well and Operator information; d. Description of work to be performed; e. Anticipated start date; f Water source to be used for completion activities; g. Verification that notices were provided in accordance with Section 35.22.7.13; and h. Proof of insurance. 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 Gas Well Administrator 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 35.22.2. c. The application is in conformance with the insurance and security requirements set forth in Section 35.22.3 and Section 35.22.4. 3. Conditions. The Gas Well Administrator may not release the approved Gas Well Permit until after the Operator has provided: 22 3/24/15 version a. The security required by Subsection 35.22.4; 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 Gas Well Administrator shall: a. Indicate whether Initial Drilling Activities or Completion Operations and Production Activities are authorized. Before authorizing Completion Operations, the Gas Well Administrator will verify the type of Completion Operations to be used by the Operator is a method allowed by local, state or federal law; b. Identify the name of each well and its Operator; c. Specify the date on which the Gas Well Administrator 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 35.22.9 and Subsection 35.22.10; g. Incorporate, by reference, the requirement for periodic reports set forth in Subsection 35.22.12 and for Notice of Activities set forth in Subsection 35.22.13; h. Incorporate the full text of the release of liability provisions set forth in Subsection 35.22.3.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 planned zoning district exceptions granted under Section 35.5.10.3.C, 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 "; 23 3/24/15 version 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 Section 35.22.4; 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 Gas Well Administrator 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. b. If an application for a Gas Well Permit is denied by the Gas Well Administrator, 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. Either stage of a Gas Well Permit is valid for a period of one (1) year and shall automatically expire, unless the particular authorized has commenced prior to such date. 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 24 3/24/15 version the Board of Adjustment pursuant to Section 35.5.10.7; however, the Operator may reapply for a new permit, as long as the Final Gas Well Development Site Plan remains in effect. 3. 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, and annual inspection and administration fees. 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 35.22.3 and Section 35.22.4. 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. 25 3/24/15 version 35.5.10.6. Separation standards. A. Drilling and Production Site Setbacks 1. A Drilling and Production Site setback is the distance that the site must be separated from a Protected Use, freshwater well currently in use at the time a complete application for a Preliminary Gas Well Development Site Plan is filed, or a previously platted residential subdivision where one (1) or more lots have one (1) or more dwellings. Drilling and Production site setbacks are used to establish consolidated sites, qualify existing or planned sites for planned zoning district exceptions, or to guide Board of Adjustment variance or special exception decisions. In all other cases, the minimum Drilling and Production Site setback shall be 1200 feet. 2. A Drilling and Production Site setback shall be measured from the actual or proposed boundaries of the Drilling and Production Site 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. B. Reverse Setbacks 1. A reverse setback is the distance that a Protected Use other than uses associated with gas well development must be separated from an approved Drilling and Production Site or from a gas well within such site. 2. For consolidated sites and sites within a planned zoning district excepted under Section 35.5.10.3.C, the reverse set back shall be 600 feet, or as otherwise prescribed under the provisions of a Combining District. The reverse setback shall be measured from the closest exterior point of a proposed structure to be occupied by a Protected Use, in a straight line, without regard to intervening structures or objects, to the closest boundary of the consolidated site. For a proposed subdivision plat with undeveloped lots to be occupied by Protected Uses, the reverse set back shall be measured from the closest undeveloped lot boundary to the closest boundary of the consolidated site, in a straight line, without regard to intervening structures or objects. 3. For all other existing drilling and production sites, the reverse setback shall be 350 feet. The reverse setback shall be measured from the closest exterior point of a proposed structure to be occupied by a Protected Use, in a straight line, without regard to intervening structures or objects, to the closest wellhead within the site]. For a proposed subdivision plat with undeveloped lots to be occupied by Protected Uses, the reverse set back shall be measured from the closest undeveloped lot boundary to the wellhead within the site. 26 3/24/15 version 4. The reverse setback for all other proposed habitable structures shall be the distance prescribed by the Fire Code. No habitable structure, however, shall be located within the boundaries of the Drilling and Production Site. 5. A property owner who is affected by a reverse setback from a Drilling and Production Site or gas well that is located on different property and who does not own minerals that are being exploited from such site or gas well may apply for a variance to the reverse setback to the Board of Adjustment. In no event may the reverse setback be reduced by the Board to less than 300 feet. 35.5.10.7. — Relief Measures. A. Board of Adjustment Proceedings. 1. The Board of Adjustment shall hear and decide appeals of orders, decisions, or determinations made by the Gas Well Administrator relative to the application and interpretation of this Section 35.5.10, except for vested rights appeals and matters described in Section 35.22.8.F; furthermore the Board of Adjustment shall hear and decide requests for variances to the provisions of this Section 35.5. 10 under the relevant criteria set forth below. The Board may also grant special exceptions: (i) extending the expiration or suspension date of a Consolidation Permit, a preliminary or final 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 35.5.10.3.F. Any Operator who desires to appeal the decision of the Gas Well Administrator, request a variance or request a special exception may file the appeal or request to the Board of Adjustment pursuant to Section 35.3.6 of the DDC. Appeal fees shall be required for every appeal variance or special exception 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 Consolidation Permit, Gas Well Development Site Plan, or 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; 27 3/24/15 version 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 Drilling and Production Site would conflict with the orderly growth and development of the City; vii. Whether there are other Drilling and Production Site locations within the contiguous leased area that better meet the purpose of a consolidated site; viii. Whether the operations proposed are consistent with the health, safety and welfare of the public when and if conducted in accordance with the site plan or 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 3/24/15 version xii. Where a variance is requested to reduce Drilling and Production Site setbacks, 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 the setbacks in writing. xiii. In no event shall the Zoning Board of Adjustment reduce the minimum Drilling and Production Site setback established under Section 35.5.10.3 to any less than five hundred (500) feet. c. The Board of Adjustment shall determine whether to grant an extension of the expiration or suspension date for a Consolidation Permit, site exception granted under Section 35.5.10.3.C, 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 Permits, 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 Permits expire or are suspended. 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 35.5.10.3, 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 also may grant an exception if there are geological or geographical factors that prevent the minerals within the original contiguous leased area from being exploited from a single consolidated site. The Board in evaluating the special exception request may employ experts, at the applicant's cost, to assist it in deciding the special exception. The Board may approve a special exception for a larger area than requested by the applicant. If the special exception is granted, the Board shall notify the Gas Well Administrator of its decision in writing, depicting the reduced contiguous leased area to be considered for the Consolidation Permit. 2. The Board of Adjustment may reverse or affirm, in whole or in part, or modify the Gas Well Administrator's order, requirement, decision or determination from which an appeal is taken. The Board of Adjustment may issue a variance to the applicant under the criteria referenced in Subsection A.I.b., and may grant a special exception 29 3/24/15 version under the criteria referenced in subsections A.Lc or A.l.d. Any action under this subsection shall require a three- fourths majority vote of the entire Board of Adjustment. 3. Any Operator or other person 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. 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 under prior gas well development regulations from the requirements of Subchapters 5, 7 or 22 as they pertain to gas well development, 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 regulations contained in Subchapters 5, 7 or 22 as they pertain to gas well development are not exempt pursuant to Tex. Loc. Gov't Code section 245.004. M Section 35.5.10 3/24/15 version Section 35.5.10 Gas Well Development 5.10.1 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 Subchapters 5, 7, 16 and 22 4-,i-s-e-4 t-f 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- _Subchapters 5 7 _0-and 22 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 primarily 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 floe- s-< 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. Formatted. Font: Bold - ----------------------------------------------------------------------------------------------------------------- Formatted: Font: Bold 3/24/15 version 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 ids-- _Subchapters 5, 7 and 22 apply only within the corporate limits of the City of Denton, except as otherwise expressly stated artec ti-c*r tlw- DD�tberein. D. i1t�rat�Cl �r ®i'19i ®119. the pTOVlSlons of Subchdptcls 5, 7, and 22 Telatln_�d5 Well4Formatted: Font: Bold develo mcnt are intended as a set of into rated rculations. Subchapter 5 establishes zoning, classifications and permitting rec nirements and procedures f <rr gas well develo went. Subchanter 7 establishes standards and procedures f <rr establishin(� overlay zoning districts pertainin(5 tc _l as well development_ Subchapter 22 contains definitions that apply to all provisions re, nlatin(� ,gas well development, and identifies operational and other general standards that apply to has well development. Each subchapter ma incorporate by reference other applicable provisions <pf this Denton Development Code that pertain to (5as well develo np 7ent. 3/24/15 version Section 35.5.10.2 Required Authorization for Gas Well Formatted: Font: Bold "Development in City Limits. A. Zoning District Classifications for Gas Well Development 1. iras well development is classifted as an industrial land use in all zoning districts. Formatted: Justified, Indent: Left: 0.5 ", Hanging: 0.5" 2. Gas well development is permitted as set l «rth in Sections 35.5. I through 35.5.7 <,l' the DDC, subject to the Limitations in Section 35.5.5 <,l' the DDC and the standards in Subchapter 22. Gas well development also is permitted if authorized by an c xistin� NIPC ar PD District or S�TI', subject to the exception standards set forth in Section 35.5.10.3 or in Section 35.7. 16 -.1 3. Gas well development within the corporate limits of the City on new dDrilling and pProduction sSites shall be authorized through approval of a Gas Well Combining District pursuant to the requirements of Section 35.22.7.16, unless exce Lions apply 4. Gas well devel<rnment within the corporate limits ol'the City on existing dDrilling� and Production sSites ( "c xistin wile w "� shall be authorized thrauuh approval of a Consolidation Permit pursuant to the requirements of Section 35.5.10.3, unless exce Lions apply 3/24/15 version B. No gas well drilling or production activities may commence within the City limits until -- Formatted: indent: Left: o" 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 35.7.16, or approval of a Consolidation Permit to authorize a new gas well on an existing Drilling and Production Site pursuant to Section 4435.5.10.3. Exceptions may apply. 2. Approval of a Preliminary Gas Well Development Site Plan pursuant to Section �35.5.10.4.A. Upon receipt of an approved Preliminary Final Gas Well Development Site Plan, the operaterOperator may commence construction of a Drilling and Production Site. No disturbance of the land is allowed until a Preliminary i-_Gas Well Development Site Plan is obtained. An application for a i#eyir�— i?i#I�reliminary Gas Well Development Site Plan +ffw4- -nom accompany a request for a Gas Well Combining District or an application for a Consolidation Permit. F'or existing sites, the Gas Well Administrator nay authorize the submittal of Final Gas Well Development Site flan in lieu <,l' submittal <,l' a I�reliminar -y Gas Well Development Site flan. 3. Upon completion of Drilling and Production Site construction, and prior to any additional activity on the site, the operaterOperato r must obtain a Final Gas Well Development Site Plan pursuant to Section 35 --224435.5.10.4.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 X35.5.10.5. 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. 3/24/15 version 10. Approval of a Gas Well Permit authorizing Completion/Re- completion Operations and Production Activities from the Denton Gas Well Division pursuant to the application requirements and standards of Section 3r-5- X35.5.10.5. 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 ?5..''_ 4.� 35.22.9.D. 14. The applications for any authorization for gas well drilling and production listed in this Subsection B 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 required prior applications have been approved, and no completeness determination shall be made until such prior applications have been approved. 14C.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, as may be modified by any exce tion granted pursuant to Section 35.5.10.3.0. The authorization for a consolidated site in a Combiningy District may be terminated follow 11( suspension of the riuht to submit further (Yas well development applications, and following action by the City Council. 2. A Watershed Protection Permit, if applicable, expires with the expiration of a Final Gas Well Development Site Plan. 3. A Consolidation Permit expires * Hle-, ° :, , ter-I? accordui Y to the provisions <af section 35.5.10.3.H. Fx ration of the consolidation permit may also result in expiration <,1' associated (5as well develo ment ermits, as provided in Section 35.5.10.3.H. 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 44L-- _Development Site Plan has been filed within one (1) year of the date of the approval of the Preliminary Gas Well Development Site Plan. 3/24/15 version 5. A Final Gas Well Development Site Plan for a new Drillino and Production Site expires unless a complete application for a Gas Well Permit has been tiled within one (1) -s-- ear of the date of approval of the Final Gas Well Site Plan. A Final Gas Well Development Site Plan for an existing Site does not expire unless a Consolidation Permit ILor the site expires,. 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 4x-- ,,one LIJnLear of the date of approval of the Gas Well Permit. Formatted: Font: Bold :. r mi- vi-ty- ED.Following expiration of an approved application for gas well drilling and production, a new application must be submitted. An epeeFOperator may reapply following oration <,P a site glen or as well perA�rit prior to expiration or termination of the consolidation permit, planned zonin(� district exception or Combining District aFs royal pertainin(, to the drilling and production site or (gas well. i2E. 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. 44F' Legal Non - Conformity; Exceptions. Non - conformities. The provisions of Subchapter 11 ( "Nonconforming Uses ") 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. 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 --car production activities ex+*,4+*H in progress an an existino site on the effective date of this amendatory ordinance (Ordinance No. ). 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 aftJ o_T_production 3/24/15 version activities in progress on an existing site on the effective date of this amendatory ordinance (Ordinance No. j. 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 --or production activities ex-f ate,- iu progress_ on an existing site on the effective date of this amendatory ordinance (Ordinance Nom. 2. General exceptions. 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. Additional exceptions to individual permit requirements may be stated nnder shall provisions. 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. G. General Application Standard. In additional to any other remedies available at law or in ecinity, the City �z7ay initiate proceedin�5s to rev<alce any site plan, permit, variance or special exc eption approved ptrrsrrant to this Section 35.5.10 upon discovery that the applicant supplied false, fraudulent or misleading information that was material to approval <,P the application under the standards applicable to the permit, variance or special exception. All site plan or permit applications or requests 1 <rr relief to the F3oald of Adjustment shall ee verified. Formatted: Indent: Left: 0 ", First line: 0" Formatted: Indent: Left: 0.25 ", Tab stops: Not at 0.75" + 1" 3/24/15 version 35.5.10.3 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 dDrilling and pProduction sSite, while future gas well development may be restricted on other existing drilling and production sites. B. Applicability � 4-_ Except as provided in subsection {�}C, 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, unless the applicant has first obtained a gas well c-Consolidation pPermit designating a consolidated drillitig atid predllptiRq site. 2. For an existino site for which no new was wells are proposed, an epe�e�Operator may continue all drilling <rr production activities in nro�ress on the site authorized bgas well permit, and rnav perform worhover operations, without having to obtain a c-Consolidation Permit. The Operator must obtain a has well permit Prior to commencement of recon� )Ietion activities. .,Exceptions. _ A #as w 4—eConsolldatlon jt ermlt is not required li:mr an C',x15tln(? (: %T'ffi (,Formatted: Indent: Left: 0" planned gas well drilling and production site if, on the effective date of this Section �� Formatted Font Bold datel, one of the following circumstances exists: -e --- -- - - - -- - - - -- - - -- I . Cseneral exceptions. "1'he proposed gas well drilling and production activities are excepted under the general criteria in Section 35.5.10.2.F'.2. 3/24/15 version 2 Planned conin 5 district exceptions. "f'he existing or planned Drilling and Production Site is located within an approved Master Planned Community (N1I'C) District or Planned Develo meat I'I)) District, or the site is subject to an approved Special D Ise Permit (SD 7I'), and the eP€�a e Operator prior to obtainin(� a ras well hermit for a new well on an L xisting site can demonstrate the firllcrwino a. The site is located in an MPC or PI) District, or on land subject to an SUP; and b. The site is identified by a metes and bounds description either in the current plan for the District or SUP, or in a consistent gas well development plat or ag s well development site plan. 3. Rules and procedures for qualified sites. Sites meeting the standards in subsection (2) ("qualified sites ") are subject to the following rules and procedures: a. Measurements of setbacks for qualified sites shall be as provided in section 35.5.10.(. b. An Operator may drill, complete and put into production new wells on qualified sites, subject to site plan and gas well permit requirements. C. Drilling and production site setbacks shall be specified in the District or conditions applicable to the SUP. Reverse setbacks shall be as provided in the District or SUP_ or as determined by the Citv Council at the time that an amendment to the District or SUP regulations is proposed. d. The number of existing wells for the leasehold, together with the proposed number of new wells, shall be less than or equal to the acreage under the mineral lease for all or part of the District or the land subject to the SUP, divided by 20 acres. 3/4-624/15 version e. All other regulations effected by this amendatory ordinance (Ordinance No. ) shall Uply to gas well development within the Combining District or land subiect to the SUP. f. Determination o r. 'The applicant for the exception must include the information in Section the leasehold. If the Combining J__)istrict_or__the_ hi-nd SLIV JCCt to the SUP contains more than on be shown with Rn�i!�tliculgr � on the detailed six months after the �effective date of this amendatory ordinance4 (Ordinance No. the SUP without the necessity- �Isgbunttuig_����� s .3 or rules f0i detenuination of the Gas Well Administrator to the Board of Adjustment ]2ursu nt to Section 35.5.10.7. Well Admini to G 1!. Application Requirements. Pre-application Conference. The applicant shall schedule ^ conference with the Gas Well Administrator before filing oo application for ^ Consolidation Permit iu order to discuss alternative locations for a consolidated gas well site and available 2. A,yUouiou Contents. The mineral lessee or operaterOperator ah^O be the oyyUoout. The applicant shall designate oo existing Drilling and Production Site as^ consolidated *e4— site, providing following information-on-,i-4e44k-d-fA�+o-: u A property description o{ all lands for which applicant holds mcontrols, either solely or jointly, the mineral lease within one mile o{ proposed gas well location, including areas within the City's extraterritorial jurisdiction; k /\ metes and bounds description o{ the proposed consolidated site; 10 3/24/15 version 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; f. 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 fr--- _drawn between each existing or proposed well; hg. A 1p an Coe clearl depictuI(Y 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 -; ill. Proof of notice to each surface owner within the proposed boundaries of the consolidated 4e ease area -; and i. Copies of any proposed surface development plans, including but not limited to preliminary subdivision plats, other than gas well developments, for the consolidated lease area. 3. An apphcatlon for a Prehminary iras Well Development Slte Plan for theme - Formatted: Indent: Hanging: o.s" proposed consolidated site, prepared. in accordance with Section 35.5.1.0.4, m <�y be submitted and processed with the application 1 <rr a eConsolidation pPermit. DE. Processing of Application Filing and Completeness Review. The application for a c-Consolidation pPermit shall be filed with the Department. The application shall be reviewed for 11 3/424/15 version completeness by the Gas Well Administrator 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. 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 eConsolidation pPermit. The Gas Well Administrator shall notify the applicant of its rights to request a special exception from the Board of Adjustment pursuant to Section 45- 224435.5.10.7. If an applicant chooses to app , all further review of the Consolidation Permit application shall be suspended pending the Board's decision on the appeal. -EF. Criteria and Decision Designation of Contiguous Leased Area. From the information submitted by the applicant, or as determined by the Board pursuant to section 35.5.10.73- 22-4-.P, the Gas Well Administrator 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 ("contiguous leased areas" . 2. Criteria. In evaluating an application for a Consolidation Permit, the Gas Well Administrator shall apply the following criteria: a. Exe ept as otherwise provided f <rr in this section 35.5.10.3,x an existing Drilling and Production Site may not be designated as a consolidated mkt site if: (1) The existing Drilling and Production Site is located within a flood plain or other ESA; e)r (2) The dDrillin( and pProduction sSite setback for the consolidated site to meet the standards in subsection eF.2.c, -; c)r Z22 � r-- ,.��n- i;444-- - tted (43) There is another Drilling and Production Site within the contiguous leased area that 4- has a greater ali`;taaec � ad Drilhn- and pProduction sSite sek�ael�setba&7 or 12 3/24/15 version (41 1'he only road access 1 <rr the proposed consolidated site traverses neighborhood streets Formatted: Font: Bold 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 pProduction Site within the leased area, but an additional well shall be authorized for every plugged and abandoned well on another 'Drilling and pProduction sSite 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 operateFOperator. The maximum area can be increased one (1) acre for each additional oper4orOperator that locates wells on the consolidated site. C. The gGas wWell aAdministrator may not approve a consolidated site 4i�4 ewith a drilling and production site setback of less than the following distances, relative to the size of the contiguous leased area to be restricted, unless the Board of Adjustment authorizes a lesser i distance: Minimum ta%i 3#eeee siteetbach Contiguous Leased Acreage 1200 feet 1-80 acres 1000 feet 81 -160 acres 800 feet 161 -640 acres d. The site must be served by safe access to a road network that has adequate capacity to serve all proposed gas well development proposed for the site and that does not involve traversing existing or approved neighborhood streets. Following an initial adequacy determination, the eptttt- erator shall submit an updated analysis dem<rnstratin� adequacy with an application 1 <rr a new gas well Hermit or 1 <rr any activity recluirina a completion ern n7it. 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. 13 3/24/15 version (2) In considering Drilling and pProduction sSite setbacks, residential uses shall be given preference over other Protected Uses and over undevelo ed residential lots in developed subdivisions. (31 The confiuuratwn of an ap roved preliminary plat. Decision. The tLGas wWell -aAdministrator shall approve or deny the permit within five 51 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 as a consolidated gas well site. If the permit application is approved, the Gas Well Administrator 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 eConsolidation pPermit 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 4R+t - - 4 iJ 4ete a ^�- containino the information and conditions specified in subsection (5)(a); tail C. A statement that no new wells shall be established on other Drilling and Production Sites shown on the development plat; and d A statement that development <,P each authorized as well is subject to the requirements 1 <rr all subsequent site plans or permits 1 <rr such well. 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 14 3/24/15 version exception to the requirements for a Consolidation Permit pursuant to subsection 35.22.4.B.2; ar4 (4) states that no other Drilling and Production Sites may be established within the boundaries of the plat; and (5) delineates reverse setbacks from the consolidated site and all other existinu sites within the boundaries of the Wit. b. The applicant shall record the development plat within 30 calendar days following approval by the Gas Well Administrator. C. Provide for roadway improvements needed to offset the impacts of traffic from the consolidated gas well site. 6. Appeal. Appeal of the gGas wWell aAdministrator's denial of the eConsolidation pPermit application shall be to the Board of Adjustment pursuant to Section 44 -1-4ri 7 35.5.10.7.A. T tra a a; le ,lca- rrca'i% =c: 4riri-c,`.r. "v-ei'mii- :v'c't `rzrn irx:r:r'crcr .-ccmii- ��.'� -r z- 9-A4 -.i-, An a—rleyed owner of property subject to the mineral leasehold mamma cal a proval of a eConsolidation pPermit to the Board of Adjustment pursuant to Section.35.10.7.A FG. Effect of Approval. The approval of a Consolidat€4ion Permit designating a consolidated site shall have the following effects: al. All Gas Well Permit applications submitted thereafter for the consolidated site shall not be subject to the _,drilling and production site setbacks in Section 45 -2 -- 9- A435.5.10.6.A, 4u4-- ' "* to---s' are: -,�- 42. 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 drillin- and production activities, workover operations, and recorn letion activities, subject to approval of a new has well permit, or those authorized by an exception pursuant to subsection 4-5—.19-444-23 5.5.10.3. C. e3. 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 4-5-22-9-A43 5.5.10.6. B. G11-1. Expiration of Consolidation Permit; Sustaension of Authorization to Develop Gas Wells within Consolidated Site. 15 3/24/15 version 1______- i43c- aereirciri� -i%t �, . rr • ;avr-�i"mrT.i- ceiirlstikil 't xa4fa :si "msrx"— e�`ie= sc�'4�$ A eConsolidation pPermit shall ex s five (5) years from the date <,f approval if at least one authorir.ed new Gas well has not achieved "first sales" by such date. 2. The e consolidated site shall be suspended five (5) years fron7 the date <,f' `first sales" I,or the initial new (5as well developed on the consolidated site ii' at least one additional authorized ,yas well has not achieved first sales by such date. Such eriodic obli, ations shall continue f <rr each successive five -year period. 3 The right to submit additianal applications for development of new has wells on the consolidated site shall be suspended twenty (201 Years from the date <,P approval of the consolidation Hermit if all authorized wells have not been drilled by such date, or an extension has not been obtained from the Board of Adjustment. 4. Suspension <,P the riGht to submit new Gas well applications for a consolidated site shall not affect drillingy or production activities in proGress on the date of sus ension. 5. An eper- �te�Operator maY apply to the Board of Adjustment 1 <rr a special exception to extend an expiration or suspension date if such application is filed with the Board 60 days before such date. If the special exception is Granted, the expiration or suspension date shall be extended accardin�lY, but not to exceed a period of two - ears. C. An Operator mpply to the City Council to reinstate the right to submit additional applications for new Gas well development on the consolidated site. If' such reinstatement request is not made in writin, within 90 days of suspension or the Council denies the request, the eConsolidation pPermit shall expire. 7 If a eConsohdatton pPermit expires, all other outstandm� permits or pc ndtnG pcxmtts- — Formatted: Indent: Left: 0.5 ", Hanging: for undeveloped gas wells on the consolidated site shall ex ip re; provlded, however, 0,25' that all permits f <rr developLdSas wells on the consolidated site shall remain in effect and firrher provided that workover <rperations and recompletions f <ar such wells may be conducted as otherwise provided in this Section 35.5.10. I. Option. An #F44 �eOperator, in lieu of submitting the application for a Consolidation Permit as required by this Section, and following consultation with the Gas Well Administrator, may apply for a Gas Well Combining District pursuant to Section 35.7.16 of the Denton Development Code. 16 3/24/15 version 17 3/4-624/15 version 35.5.10.4. Gas Well Development Site Plans A. Preliminary Gas Well Site Plan 1. Applicability a. An application for a Preliminary Gas Well Development Site Plan must accompany a request for a Gas Well Combining District and may be submitted with an application fora e—Consolidation pPernut. The application will HE-444_- 4 decided with the application �for the Gas Well Combining District or consolidation permit and shall be subject to the terms of such ap royal. 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. 4-ffi+-apfA Fa-4 beeH_R*1 b. Il' an existin(� site is subject to an existin 5 Gas Well Devel<rpment Site flan approved prior to the effective date <,1' this amendatory ordinance (Ordinance No- ------- ) that contains the information required by Section 35.5.10.4.2, the iras Well Administ ell Developpment Site flan f <rr the consolidated site. 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, operaterOperato , 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; 18 3/24/15 version 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 Gas Well Administrator. b. Criteria. The Gas Well Administrator 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 Gas Well Administrator may impose conditions that assure compliance with the terms of the prior approvals or standards of this Subchapter. 19 3/24/15 version 4. Effect. Upon receipt of an approved Preliminary Gas Well Development Site Plan, the operaterOperator may commence construction of a gas well drilling and production site. Following construction of the site, the operaEerOperator 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 20 3/24/15 version 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 Gas Well Administrator. b. Criteria. The Gas Well Administrator 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 3,5- X35.22.2. 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 operaterOperator to apply for a Gas Well Permit and other permits required before commencement of drilling activities on the Drilling and Production Site. Any wells depicted in the Final Gas Well Site Plan does not constitute City authorization for the number of wells depicted. Instead, the number of wells authorized shall be determined at the time each gas well permit application is reviewed per Section 3,`-29- 435.5.10.5. C. Amended Gas Well Site Plan If the operaterOperator proposes to do any of the following, amended Preliminary and Final Gas Well Development Site Plans shall be required. Amended of a site plan marequire amendment ( L LTproved subseduent permits. The applications shall be reviewed and decided in the same manner as the original application: 1. Relocate the boundaries of the Drilling and Production Site. Re- authorization for the location of a consolidated site also may be rec aired. 2. Relocate the proposed gas wells within 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. 21 3/4-624/15 version 35.5.10.5. - 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 44e-- _drilling; e -J44i- activities, completion operations, including hydraulic re- fracturing or production -as-�u within the corporate limits of the City without first obtaining a Gas Well Permit issued under this Subchapter. 2. A Gas Well Permit shall be required for each well. No Gas Well Permit shall be issued for multiple wells. 3. A Gas Well Permit for new has wells 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 4 �4i _ Operations and Production Activities. 4. Only a second -sta 5e Gas Well Permit is required for eComnletion �t - Operations performed on an approved has well. 45. 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. 46. 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. 7. Wodtover opeations do not require a new Gas Well Permit. B. Application Requirements L.—Applications for first -stage Gas Well Permits shall include the following: — - Formatted: Indent: Lett: 0.25', Hanging: 0.25', Tab stops: Not at 0.5 ---- -_4-a. A completed application and permit form provided by the City that is signed by- Formatted: Indent: Left: 0.5', Hanging: the applicant; 10.25" J __ -_ -2b. The application fee. 22 3/24/15 version 3e. A copy of the Gas Well Combining District or Consolidation Permit, or Formatted: indent: First line: o" distriet exce tion granted under Section 35.5.10.3.0. __ -_4d. A copy of the Final Gas Well Development Site Plan; __-_4e. A copy of all required Fire Code gas well - related permits; __ -_4f. A copy of the permit issued by the RRC and corresponding API number; and 2 Applieations for a stage -twa Gas Well Permit shall inelude the fallcrwin� a. A completed application and permit form provided by the C ity that is signed by the a licant; b. "f'he application fee; c. Well and Operator information; d. Description of work to be performed; e. Anticipated start date, f. Water source to be used for completion activities, g. Verification that notices were provided in accordance with Section 35.22.7.13; and h. Proof of insurance. 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 Gas Well Administrator shall approve the application if it meets the following standards: 23 3/24/15 version 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 3,5- X35.22.2. c. The application is in conformance with the insurance and security requirements set forth in 4 Section 4-5- 2-2435.22.3 and 44 ti *a- Section 4-5-2-2,4435.22.4. 3. Conditions. The Gas Well Administrator may not release the approved Gas Well Permit until after the Operator has provided: a. The security required by Subsection ? 5.''�'' -'a-n35.22.4; b. Upon the Operator paying the required Road Damage Remediation Fee that will obligate the operaterOperator to repair damage excluding ordinary wear and tear, if any, to public streets, including but not limited to, bridges caused by the op@rateFOperator 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 Gas Well Administrator shall: a. Indicate whether Initial Drilling Activities or Completion Operations and Production Activities are authorized. Before authorizing Completion Operations, the Gas Well Administrator will verify the type of Completion Operations to be used by the Operator is a method allowed by local, state or federal law; b. Identify the name of each well and its Operator; c. Specify the date on which the Gas Well Administrator 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; f. Incorporate, by reference, the insurance and security requirements set forth in Subsection 35.22.9 and Subsection 35.22.10; g. Incorporate, by reference, the requirement for periodic reports set forth in Subsection 35.22.12 and for Notice of Activities set forth in Subsection 35.22.13; h. Incorporate the full text of the release of liability provisions set forth in Subsection 4-5-224-A-43 5.22.3. A. I 24 3/24/15 version i. Incorporate, by reference, the conditions of the applicable Gas Well Combining District or Consolidation Permit, or if applicable, the terms of the ' ^r - r-��— � i-c� planned zonin�� district exceptions ;ranted under Section 35.5. _10.3.0 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 operaterOperator has provided the security required by 444s iw - ?,-5- 22- 44Section 35.22.4; 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 Gas Well Administrator to deny an application for a Gas Well Permit shall be provided to the ep@raterOperato r in writing within ten (10) days after the decision, including an explanation of the basis for the decision. 25 3/24/15 version b. If an application for a Gas Well Permit is denied by the Gas Well Administrator, 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. f4-Either stake of a -Gas Well Permit is valid for -period of one (1) ear and shall automatically expire, unless the particular € authorized # as w- 4 i11' "ate fr i akin _ has commenced prior to ex-�iE4isrrcb date. 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 45.�Section 35.5.10.7; however, the Operator may reapply for a new permit as lon- as the Final Gas Well Devel<rgment Site flan remains in effect. ' ttc-�r � r�rt.:, ,,..,a t�r-� • i-et i�ik e3 G ? • i H ff �i4r ic-* 3..w°°°°° 4-Vi i`.- s- °`dr'c'i 1( $ :M-Yi Ydikt. r" -. -. .cc,lcr�ir`rz°°'c"rea ,s„ , -• mr 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, and annual inspection and administration fees. 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 4-5- X35.22.3 and Section 35.''35.22.4. 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. 26 3/24/15 version 35.5.10.6. Separation standards. A. Drillin, and Production Site Setbacks 1. A dDrilling and pProduction sSite setback is the distance that the site must be sC parated from a I "rotected t7se, freshwater well currently in use at the time a complete application 1 <rr a I "reliminary Gas Well Development Site flan is filed, or a previouslplatted residential subdivision where one (11 or more lots have one 111 or more dwellin(, s. Drillin(� and pProduction sSite setbacks are used to establish consolidated sites, clualily existin(� or planned sites 1 <rr planned r.oninr district exceptions, or to guide F3oard <,f Adjustment variance or special exce tion decisions. L '+- s! r - 'r! ��, ,!,- ,! /I ^D (Y (Y\ 1�.- -E-1'�.-- i3�l� --l=•r :mrc-'u- rc.'�- cr- <:%rc;- fir-- i=c.=si2�$tE'f n' nap i,,,. ",a,-e i i 7nrt a .cam "., i s ,;trr,ap a p t-t ` tt, r-i�t- �}k1 -r- ask }isiit-- tc- Y- ti€- �r1- �, -7.'r r- -cix- i'n`ri-$i"ct- trii•• , " c- cni-caii- 'rH�- zi- C- Q- I'k�:i€ -fir �,'"lift� In all other cases the minimum dDrillin� and Production site sSetback shall be 1200 feet. sL r ` 2. Ste, iis. as A dDrillin(� and pProduction sSite setbaclt shall be measured from the + actual or roposed boundaries of the Drilling and Production Site 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 tiled, or the closest lot line of any undeveloped Protected Use lot within a proposed subdivision plat. �c- isrtr',- i'cri1't-i$*ik?.' ' 'r:.. :M -Yi1- B. Reverse Setbacks 1. A reverse setback is the distance that a-pfepes -e4 rotected +iUse or -44Fi+ e_ other than uses kw-es_ associated with gas well development must be separated 27 3/4-624/15 version from an approved Drilling and Production Site or from a gas well within such site. For consolidated sites and sites within a �Ianncd zoninu district Lexce excepted �undeI- - - Formatted: 0.25" Section 35.5.10. 3.0 the reverse set back shall be 000 feet or a3 otherwise pLescnbcd under the provisions of a 0 ombinin 5 District. "1'he reverse setback shall be measured from the closest exterior point of a roposed structure to be rd to intervening st consolidated site. For a proposed subdivision plat with undeveloped lots to be Deco ip c by ed Uses- the reverse set back shall be measured from the closest undeveloped lot boundary 3. For all other existing - {Formatted: n- i 6-25;� ---------------------- .. ............................ 350 feet. The reverse setback shall be measured from the closest exterior point <,P a proposed structure to be occupied by a Protected D Ise, in a straight line, without rea rd to intervening structures or objects, �to the closest wellhead ��} within the, St,44 trt e��elll3ea Fora nLoposed subdivision plat with undeveloped lots to be oucurned by Protected 1JSes, c reverse set back shall be measured from the closest undeveloped lot b ..... dary to the wellhead within the site. a-4+ e 4-4i&44f+4Hi-, 4. The reverse setback for all oLl,,r-Vr,,V,,,sd habitable structures sl,,,Il be the distance 44o- �,i i—SitL- No habitable Structure however shall be located within the boundaries of the -Drillingand Production Site 5. A ropers owner who is {di'ected by a reverse setback from a dDrillin 5 and tProduction sSrtc or gas well that is located on different pr<aper�y and who does not own minerals that are being explaited fram such Site ar was well may apply for a variance to the reverse setback to the Board of Adjustment. In �uo event may the reverse setback be reduced Iry the Board to less than 300 feet. 35.5.10.7. - Relief Measures. A. Board of Adjustment Proceedings. 28 3/24/15 version The Board of Adjustment shall hear and decide appeals of orders, decisions, or determinations made by the —E Lias Well Administrator relative to the application and interpretation of this St- a e+Section 35.5.10, except for vested rights appeals and matters described in Section ?�,'35.22.�.F'; furthermore the Board of Adjustment shall hear and decide requests for variances to the provisions of this 4 i' t-- Section 35.5.10 under the relevant criteria set forth below. The Board may also grant special exceptions: (i) extending the expiration or suspension date of a Consolidation Permit, a it l?. i rtr -l'l a- al reliminary or final 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 4-5-24-444435.5.10.3.F. Any Operator who desires to appeal the decision of the Well Administrator, request a variance or request a special exception -may file *H- the appeal or �,-afiaffee; rec trl est to the Board of Adjustment pursuant to t-l+i-s -S ti l th 4rm� =aye Appeal fees shall be required for every appeal c_ variance or special exception 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 Consolidation Permit Gas Well Development Site Plan, or ie4,,s -T - ftE*+- raa —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; 29 3/24/15 version 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 dDrilhua and pProduction sSite would conflict with the orderly growth and development of the City; vii. Whether there are other t,4efH&4N- dDrillino and pProduction s&e- Formatted: indent: Lett: 1 ", Hanging: 6.25" locations within the contiguous leased area that better meet the putpose of a consolidated site; viii. Whether the operations proposed are consistent with the health, safety and welfare of the public when and if conducted in accordance with thel gin-- e��site plan or 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 a i,sue ---��srraz err ?5- 24.9 -A4-A4 and pProduction sSite setbacks, 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 i,&*r -s �:— the setbacks in writing. 30 3/24/15 version xiii. In no event shall the Zoning Board of Adjustment reduce the minimum tr rirt. td as =--s- en+e Drllhnt? and Production sSltc setback established 4-..-5 '2.z^ maunder Section 35.5.10.3 to any less than Live hundred 015 00) feet. c. The Board of Adjustment shall determine whether to grant an extension of the expiration or suspension date for a Consolidation Permit, site cxccption granted under Section 35.5. _103C 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 Permits, 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 Permits e�ip4escxpirc or arc sus cndcd. 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 eConsolidation pPermit pursuant to Section 4 435.5.10.3, 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 also may grant an exception if there are 5cological or �co�raphical 1 {actors that prevent the minerals within the original contiguous leased area Pram bcin� exploited from a single consolidated site. The Board in evaluating the special exception request may employ experts, at the applicant's cost, to assist it in deciding the special exception. The Board may approve a special exception for a larger area than requested by the applicant. If-the-spec ra I exception is granted, the Board shall notify the Gas Well Administrator <,Pits decision in writin 5, depicting the reduced contiguous leased area to be considered 1 <rr the eConsolidation Permit. 2. The Board of Adjustment may reverse or affirm, in whole or in part, or modify the �}i�tse%w seas Well Administrator's order, requirement, decision or determination from which an appeal is taken. 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 subsections A. Lc or A. I. d. 31 3/24/15 version Any action under this subsection shall require a three - fourths majority vote of the entire Board of Adjustment. Any Operator or other person 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. �. ites#teeaait A� iloved to Section 35.22.81 i,- 443& —apf iii'at -r'clz ---$ -7 i�•cm�-- -ciic- -=c 2S 'ter' G. 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 €4 -- t" iticrrander prior , as well development rel., trlations m tile rrm <rf Subchapters 5, 7 or 22 as then pertain to as well development, 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 itrg _regulations contained in t-ltiat- Subchapters 5, 7 or �,;t 4 22 as they-per-tain to gas well development are not exempt re iticrr— f�l —tre pursrant t<r "d'ex. I,oc. Gov't Code section 245.004. - — Formatted: Justified, Indent: Left: 0.75', Pattern: Clear (White) 32 Exhibit 3 Section 35.7.16 Clean 3/24/15 version 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 ( "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 Combining 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 Combining District. A Combining District may also be approved for the purpose of designating an existing Drilling and Production Site as a consolidated site in lieu of obtaining a consolidation permit under Section 35.5.10.3. C. Nature of Combining District. The 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 Combining District, which shall be designated as 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 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 Combining District shall be forty (40) acres. Not more than one consolidated site shall be allowed within the Combining District. All contiguous areas subject to mineral leases owned or controlled, either solely or jointly, by the applicant shall be included within the proposed Combining District. If the applicant demonstrates that contractual obligations, or geographic or geological conditions, make it infeasible to utilize a single site for exploitation of gas resources within the consolidated lease area, the City Council may consider the request as one for multiple Combining Districts. 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 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 proximity to and compatibility of the proposed consolidated site with other existing and authorized surface developments within the proposed Combining District; 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 sole or joint control (e.g. Joint Operating Agreement) of the applicant, relative to the location of existing and authorized surface developments; 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 Combining District adversely affects watersheds, floodplains and other ESAs; 6. The adequacy of roads for access to the proposed Combining District and the road network serving the proposed consolidated site, taking into account existing, proposed Pi and planned surface developments within and adjacent to the District, and the effects of proposed access routes on residential streets; 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; 9. The limitations on the applicant's ability to reasonably access the minerals it owns or leases without from a single consolidated site; and 10 The effect of reverse setbacks for the proposed consolidated site on existing, authorized and planned surface developments other than gas well developments. 35.7.16.5. Contents of Combining District Ordinance. The Ordinance approving the Combining District shall identify the following: 1. The boundaries of each base zoning district that underlies the Combining District; 2. The boundaries of the Combining 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; and c. The reverse setbacks for the consolidated site and each existing Drilling and Production Site. 5. Requirements for public facilities to serve the consolidated site and existing Drilling and Production Sites within the District, including provision for improvements to the road network serving the consolidated site, if any, over time; 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 Combining District to the consolidated site; 3 8. The limitations on gas well development within all other existing Drilling and Production Sites within the Combining District, including without limitation vacation of prior approved gas well development plats or site plans; and 9. Provisions for changing the Zoning Map to designate the Combining District. 35.7.16.6 Options and Conditions. In deciding the application, the Council may provide for any of the following: 1. 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; 3. 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 development of new gas wells. 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 Combining 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 the dedication or construction of public facilities necessary to serve gas well development within the Combining District; and 5. 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 Combining District, the following rules shall apply within the Combining District. These rules shall not be varied without amendment of the Combining District Ordinance. 1. 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. 3. No other Drilling and Production Sites may be created within the boundaries of the Combining District. :l 4. Unless different reverse setbacks are specified in the Combining District Ordinance, the provisions of Section 35.5.10.6.13 shall apply to development within the Combining District. 5. All subsequent gas well development within the Combining District shall be in accordance with the standards and procedures contained within Section 35.5.10 and Subchapter 35.22 and shall be in compliance with any conditions made applicable to such development within the Combining District. 6. After designation of the consolidated site for the Combining District, Drilling and Production Site setbacks shall not apply to gas well development within the Combining District. 7. No more than one gas well per 20 acres of land within the Combining District may be developed on a consolidated site. 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 Section 35.5.10 and Subchapter 35.22. 35.7.16.8 Application Requirements. The applicant for a 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 35.5.10.3.D shall apply to a request to establish a Combining District. The request for a Combining District may be accompanied by an application for a Watershed Protection Permit, where applicable, or a Preliminary Gas Well Development Site Plan. In addition, the applicant shall include the following: 1. Proof of notice to each surface owner within the proposed boundaries of the Combining 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; 5. A draft Combining District Plan containing the elements described in Section 35 7.16.5(4); and 6. Where applicable, existing and proposed Drilling and Production Sites in relation to the boundaries of floodplains, other ESAs and the 1200 -foot setback from Lake Ray Roberts or Lake Lewisville contained with the proposed Combining District. 35.7.16.9. Amendments. A. Following approval of a Final Gas Well Development Site Plan pursuant to Section 35.5.10.4, 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 Suspension of Authorization to Develop Gas Wells within Combining District. The authorization to develop gas wells within a Combining District on the consolidated site shall be suspended under the rules for expiration of a consolidation permit or suspension of the authorization to develop gas wells on the consolidated site, as set forth in Section 35.5.10.3.H. Suspension proceedings under this Section shall follow any proceedings before the Board of Adjustment and action on the request of the Operator to extend the expiration or suspension date. 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 Drilling and Production Sites to a 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 a site approved pursuant to a Specific Use Permit may apply to create one or more Combining Districts pursuant to this Section 35.7.16. C. Upon approval of a 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 Section 35.7.16 3/4- 624/15 version SECTION 35.7.16 Gas Well Combining District 35.7.16.1. Purpose, Applicability and Nature of Combining District. Formatted: Font: Bold Formatted: Indent: Left: 0 ", First line: 0" A. Purpose. The purpose of the Gas Well Combining District ("Combining District") is to- Formatted: Indent: Left: 0.25 ", Hanging: assure compatibility between gas well development and residential, commercial and 0.25" 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 Combining 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 ands --- Formatted: Indent: Left: 0.25 ", Hanging: Production Site unless such activities have been authorized by approval of a Combining 0.25" District. A Combining District may also be approved for the purpose of designating an existing Drilling and Production Site as a consolidated site in lieu of obtaining consolidation permit under Section 35.5.10.3. AU ^°« Drilling aad PreE44etiRp sity," tR C. Nature of Combining District. The Combining District shall be considered an overlay- - - Formatted: Indent: Left: 0.25 ", Hanging: zoning district that combines with any base zoning district, or with a proposal to initially _0.25" 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 Combining District, which shall be designated as the "consolidated site." D. Terms. The terms used in this Section incorporate the definitions of terms in Subchapter" -� Formatted: Indent: Left: 0.25 ", Hanging: 35.22. 0.25° ,35.7.16.2. Uses Permitted- Within- Combining District. - Formatted: Font: Bold 11 - - - -- - - -- - - - -- Only gas well drilling and production activities and uses incidental thereto are authorized -[For -- Indent: Left: 0.25" within Drilling and Production Sites within a Combining District. Within all other areas of g y y g O authorized.— - or: Auto the Combining District, only the uses authorized b the base zoning district (s) are Formatted: Font col 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. 35.716.3 Size of Combining District and Number of Wells Allowed. � Formatted: Font: Bold A. Area of District. The minimum area permitted for a Combining District shall be a - - -- Formatted: Indent: Lett: 0.25 ", Hanging: ("fort 40 acres, 0.25' sa,Aalle.r -. Not more than one Prillitig atid PrRdliptiR44 S'iti-consolidated site shall be allowed per e_gb y (90) a__e: within the Combining District. All contiguous areas subject to mineral leases owned or controlled, either solely or jointly, by the applicant shall be included within the proposed Combining District, a tiles,, the plie r, eati ae ffiefistr4e thy, Sit * ^r utiki4ag S small@r a If the applicant demonstrates that contractual obligations, or e�OgrEhic or geological conditions, make it infeasible to utilize a single site for exploitation of gas resources within the consolidated lease area, the City Council may consider the request as one for multiple Combining Districts. B. Number of Gas Wells. It is the intent of the Combining District regulations to- -- 10.25" Formatted: Indent: Lett: 0.25', Hanging: 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. - -{ Formatted: Font: Boid In determining whether a Combining District should be established, the Planning and Zoning Formatted: Indent: Lett: 0.25' 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 compatibility of zoning district for the pruoposeauthoCombining d District and- 10.25" att ed: Indent: Lett: o.zs ", Hanging: classification(s); 2. The proximity to and compatibility of the proposed Prillitig Mid PrRdiiptiRq - --{ Formatted: Indent: Lett: 0.25', Hanging: 4E econsolidated site with other existing and authorized surface developments within the l 0.25' proposed Combining District; 3. The location of existing Drilling and Production Sites within the proposed Combining - Formatted: Indent: Lett: 0.25', Hanging: District or within one half -mile of the proposed consolidated site, which are under the 0.25' sole or joint control (e.g. Joint Operating Agreement) of the applicant, relative to the location of existing and authorized surface developments; 4. The location of other Combining Districts or consolidated sites within one -half mile of- Formatted: Indent: Lett: 0.25', Hanging: the proposed consolidated site; 0.25' 5. The extent to which the proposed Combining District adversely affects watersheds, -R+14- - 10.25" Formatted: Indent: Lett: 0.25 ", Hanging: floodplains and other ESAs; 6. The adequacy of roads for access to the proposed Combining District -- Formatted: Indent: Lett: 0.25 ", Hanging: and the road network serving the proposed consolidated site, era �' �_.� *_ �r °__ *_ra 0.25" taking into account existing proposed and planned surface developments within and adjacent to the District, and the effects of proposed access routes on residential streets; 7. The location of existing and proposed pipelines and water lines to serve the proposed* -� Formatted: Indent: Lett: 0.25 ", Hanging: consolidated site and the anticipated effects of such facilities on other surface 0.25" developments within the proposed Combining District; 8. The extent of contiguous mineral leases held or under the control of the applicant; R*d Formatted: Indent: Lett: 0.25 ", Hanging: 0.25° 9. The limitations on the applicant's ability to reasonably access the minerals it owns or* Formatted: Indent: Lett: 10.25" 0.25 ", Hanging: leases without utiki4ag dw pr^ ^ ^° °afrom a single consolidated site; and 10 consolidated on existing, authorized � �02� atted: Indent: Lett: o.zs ", Hanging: alhd planned surface developments other e than gas well de iit 35.7.16.5. Contents of Combining District Ordinance. - Formatted: Font: Bold The Ordinance approving the Combining District shall identify the following: Formatted: Indent: Lett: 0.25" 1. The boundaries of each base zoning district that underlies the Combining District; Formatted: Indent: Lett: 10.25" 0.25 ", Hanging: 2. The boundaries of the Combining District; —� - - - - - -- -- Formatted Indent: Left 0.25" Hanging: 0.25" 3. Identification of the consolidated site and each existing Drilling and Production Site- Formatted: Indent: Left: 0.25 ", Hanging: within the Combining District by metes and bounds description; 0.25" 4. A Combining District Plan showing the following: - - - Formatted: Indent: Left: 0.25 ", Hanging: 0.25° ------------------------------------------------------------------ a. The location of the consolidated site and each existing Drilling and pProduction ,,Site4 — - ------ - - ------------------------ - - - - -- -------------------------------------------------------- Formatted: Indent: Left: 0.5 ", Hanging: within the district; 0.25" b. The location location of the roads approved for access to each Drilling and Production Site;- (� PP g a Formatted: Indent: 10.25" Left: 0.5 ", Hanging: c. The reverse set-backs 4 i for the consolidated site and eachr - - Formatted: Indent: Left: o.s ", Hanging: existing Drilling and Production Site. 0.25" 5. Requirements for public facilities to serve the Prillitig atiEl PredllptiRq S. i consolidated- -� Formatted: Indent: Left: 0.25 ", Hanging: site and existing Drilling and Production Sites within the District, including provision for 0.25" improvements to the road network serving the consolidated site, if any—overtime; 6. Any conditions applicable to the gas well drilling and production activities within the- -� Formatted: Indent: Left: 0.25 ", Hanging: Combining District; 0.25" 7. The number of ands atted: Indent: Left: o.zs ", Hanging: 10.25" Production Sites wt hin or outside the Cbe�t�ransfe District riot to the oonsolidat d site; 8. The limitations on gas well development within all other existing Drilling and Productions - -- 10.25" Formatted: Indent: Left: 0.25 ", Hanging: Sites within the Cmbining District, including without limitation vacation of prior approved gas well development plats or site plans; and 9. ,. Formatted: Indent: Left: 0.25 ", Hanging: ffi 0.25" Provisions for changing the Zoning Map to designate the Combining District. 35.7.16.6 Options and Conditions. Formatted: Font: Bold In deciding the application, the Council may provide for any of the following: —� Formatted:_ Indent: _Left: 0.25" 1. Designation of a different consolidated site than that proposed by the applicant if it better- -- Formatted: Indent: Left: 0.25 ", Hanging: meets the purposes of the Combining District; 0.25" 2. Designation of different boundaries for the Combining District than proposed by the- Formatted: Indent: Left: 0.25 ", Hanging: 10.25" applicant; 3 existing- rto atted: Indent: Left: o.zs ", Hanging: 4 )rilhng and pP od ct on 4 t s within ordoutside he District he consolidated sit 0.25" provided that the existing sites are restricted from development of new gas wells a, 4 well activities cas nneces atted: Ind ent: Left 0--.-2---5 " . Hanging: 1 o implement theproduction Combining District are necessary t purposes of the LCwithin 11he- zs J District, including the imposition of restrictions on development of new gas wells on other ADrilling and pProduction Sites under the control of the applicant and located within one -half mile of the consolidated site, and the dedication or construction of public facilities necessary to serve gas well development within the Cmbining District; and 5. Designation of an existing dl)rilling and pProduction Site as the consolidated site. Formatt ed: Indent: Left: 0.25 ", Hanging: 10.25" ®35.7.16.7 Effect of Approval of Combining District. Formatted: Font: Bold Following approval of a Combining District, the following rules shall apply within the- - Formatted: Indent: Left: 0.25 " Cmbining District. These rules shall not be varied without amendment of the Combining District Ordinance. 1. All gas well development shall be conducted solely within the consolidated site or within- - -- Formatted: indent: Left: 0.25. ", Hanging: existing Drilling and Production Site(s) consistent with the terms of the Combining 0.25' 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- - -- Formatted: indent: Lett: 0.25 ", Hanging: � for such purposes. 0.215' 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, ffe Pre-teae,tead Use be 1E)k_2,R_48d ;A4dh__iifl_ 6_00 R4 the. h-ouifid.a-rit-as, R4 the, ffia�e _feeat site-, Distrie the provisions of Section 35.5.10.6.13 shall apply to development within the Combining District. 5. All subsequent gas well development within the Combining District shall be in accordance with the standards and procedures contained within t-l+is,- Section 35.5.10 and Subchapter 35.22 and shall be in compliance with any conditions made applicable to such development within the Combining District. 6. ^^ *�° ^ ^ ^ ° ^ra * °a °i* °After designation of the consolidated site for the Combining District, Drilling and Production Site setbacks shall not apply to gas well development within the Combining District. 7. No more than mow+ one gas wells per 20 acres of land within the Combining District may be developed on a consolidated site.. ithi R R44p Aile square afeff- 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 Section 35.5.10 and Subchapter 35.22. 35.7.16.8 Application Requirements. -{ Formatted: Font: Bold The applicant for a Combining District shall be the mineral owner or lessee(s) of the land for- - Formatted: indent: Lett: 0.25" which application is made. The application requirements for a consolidation permit set forth in Section 4 -5 '19- 4- G35.5.10.3.D shall apply to a request to establish a Combining District. The request firr a Combining District may be accompanied by an application for a Watershed Protection Permit, where applicable, or a I�rcliminary Csas Well Development Site flan. In addition, the applicant shall include the following: 1. Proof of notice to each surface owner within the proposed boundaries of the Combining 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; 5. A draft Combining District Plan containing the elements described in Section 35�? 7.16.5(4) and 6. Where applicable, existing and proposed Drilling and Production Sites in relation to the boundaries <,P 1loodplains, other 1SAs and the 1200 1 <rot setback from I,alce 1�av F�oberts or bake Lewisville contained with the pr<alsosed Combining5 D1strlc t. 35.7.16.9. Amendments. - Formatted: Font: Bold A. Following approval of a Final Gas Well Development Site Plan pursuant to Subekapwr �5.22Section 35.5.10.4, 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. 7.16.10 Combining District. Authorization to Develop Gas Wells Formatted: Font: Bold Formatted: Indent: Left: 0 ", Hanging: 1" The authorization to develop gas wells within a Combining District on the consolidated site- — � Formatted: Indent: Left : 0--.-2- .2s' shall be suspended (i) if , plie.«:er + -I,. ,. mlprel;,f.;r ffr. Gas Well PeN,elopffielit Sritp PIR44 °stff.'" hed e 4' s�te under the rules for expiration of a consolidation permit or suspension of the authorization to develop gas wells on the consolidated site, as set forth in Section 35.5.10.3.H. Suspension proceedings under this Section shall follow any Proceedings before the Board of Adjustment and action on the request of the ±T��perator to extend the expiration or suspension date. 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. 35.716.11 Application for Designation of Existing Drilling and Production Site. � Formatted: Font: Bold A. The mineral owner or lessee may request rezoning of a tract containing one or more - {Formatted: Indents Left_ o_zs" approved #frs- l4f)rilling and pProduction sSites to a 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 sera site approved pursuant to a Specific Use Permit may apply to -acreate one or more Combining Districts ursuant to this Section 35.7.16. C. Upon approval of a 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. Exhibit 4 Section 35.16.7 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: 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 INDEX FOR DDC, SUBCHAPTER 22 NOTE: Various sections for DDC, Subchapter 22 have been transferred to DDC, Section 35.5.10. The remaining Subchapter 22 sections have been reorganized and renumbered. For convenience, the former Subchapter 22 sections have been included after each numbered section below. 35.22.1 Definitions [Section 35.22.2] 35.22.2 Standards for Gas Well Drilling and Production [Section 35.22.5.A.1 to 7] 35.22.3 Indemnification and Insurance [Section 35.22.9] 35.22.4 Security [Section 35.22.10] 35.22.5 Inspections [Section 35.22.15] 35.22.6 Periodic Reports [Section 35.22.11] 35.22.7 Notice of Activities [Section 35.22.12] 35.22.8 Remedies, Enforcement and Right of Entry [Section 35.22.17 and 18] 35.22.9 Watershed Permits for Gas Well Development [Section 35.22.5.B.8 and 35.22.6] Section 35.22.1 Clean 3/24/15 version 35.22.1. - 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 term used to describe the events and equipment necessary to bring a wellbore into production once drilling operations have been concluded; including, but not limited to well stimulation activities, the assembly of downhole tubular, or installing equipment in the well to allow a safe and controlled flow of petroleum or hydro carbons from the well. This definition describes all events performed and equipment used for completion of a well, whether performed the first time on a well or as subsequent treatments to an existing well. Compressor. A device that raises the pressure of natural gas. Compressor station. A facility that is comprised of one (1) or more compressors used for transport of natural gas through a 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 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. First Sale. The earliest occurrence when natural gas is sold, exchanged, or otherwise transferred for value. 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. 0a Gas Well Administrator. The administrative official 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. 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. Gas Well Permit. A two -stage written license that is granted by the City of Denton pursuant to Subchapter 35.5.10.5 authorizing either Initial Drilling or Completion Operations and Production Activities. A stage -one Gas Well Permit is required prior to performing any drilling activity that necessitates a new or distinct RRC permit. A stage -two permit is required prior to performing any Completion Operation. 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. 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 e! 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. 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, 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. Any storage vessel that contains an accumulation of crude oil, condensate, intermediate hydrocarbon liquids, or produced water; is constructed primarily of non - earthen materials (such as wood, concrete, metal, fiberglass, steel or plastic) which provide structural support; is not skid - mounted or permanently attached to something that is mobile; and is intended to be located at the Drilling and Production Site for more than 90 consecutive days. Well Stimulation. A treatment performed to restore or enhance the productivity of a well by opening new channels in the rock for the oil and gas to flow through; including, but not limited to fracturing, hydraulic or otherwise, injection of acid, or the use of charges to break up the rock. 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 61 increase production within the zone originally completed or to repair the well. Workover operations do not include redrills or completion activities. Section 35.22.1 3/24/15 version .435.22.1. - 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 term used to describe the events and equipment necessary to bring a wellbore into production once drilling operations have been concluded; including, but not limited to well stimulation activities, the assembly of downhole tubular, or installing equipment in the well to allow a safe and controlled flow of petroleum or hydro carbons from the well. This definition describes all events perfirrmed and equipment used f <rr completion <,P a well, whether pert <rrmed the first time on a well or as srrb egtrent treatn7ents to an existing well. Compressor. A device that ralses the pressure of natural gaS. - -� Formatted: Font: Not Bold J Compressor station. A facility that eoffifwe is comprised of one ( I) or more compressors used for transport of natural gas i through a pipeline. -44f E *i-h P+ 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 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. First Sale The earliest occurrence when natural gas is sold exchanged or otherwise transferred for value. 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 Administrator. The administrative official 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. 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. Gas Well Permit. A two -stage written license that is granted by the City of Denton pursuant to Subchapter 35.S.10.5t t authorizing either Initial to Drilling; <rr eCompletion ()Iserations and taI'roduction aActivities. , .. art g l iirt., err t3l�elt�rptr. A state -one Gas Well Permit is rectuirLd prior to Wert <rrmin5 any drilling activity that necessitates a new or distinct PRC permit. A sta(5e -two pern7it is rec uii red Isrior to performing any Com letiun Operation. 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. 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 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. Formatted: Font: Not Bold Redrill. Any work to an existing well bore or an existing surface hole location after initial [_Formatted: space After_ o pt drilling that requires a new permit from the Texas Railroad Commission. This definition includes, but is not limited to, 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-n4- „i ' �t ire r t ri .n- tn that contains an accumulation of cnrde oil, condensate, intermediate hydrocarbon liquids, or produced water; is constructed primarily of non - earthen materials (such as wood, concrete, metal, ftbur� lass, stc c l ur lastic) which provide structural support; is not skid- mounted or permanently attached to something that is mobile and is intended to be located at the Drilling and Production Site for more than 90 consecutive days. Well Stimulation. A treatment performed to restore or enhance the productivity of a well by opening new channels in the rock for the oil and gas to flow through; including, but not limited to fracturing, hydraulic or otherwise, injection of acid, or the use of charges to break up the rock. 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. 3A4*k+ ri -ter. t - az= ti�i- tip- Workover operations do not. inchrde redrills or conpletion activities. Section 35.22.2 Clean 3/24/15 version 35.22.2. - 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. Prohibited or Restricted Locations, Uses and Activities 1. No Drilling and Production Sites shall be allowed on slopes greater than ten (10) percent. 2. No 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. 3. 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. 4. 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, in accordance with federal and /or state law, 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. 5. 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. 6. 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. 7. 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. 8. 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. 9. No Class 11 injection wells shall be located within the City of Denton. B. 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, 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 on each side of the fence that surrounds the 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 4 -inch lettering and shall include the following information: i. "THIS IS A GAS WELL DRILLING AND PRODUCTION SITE. 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 K there shall be an additional statement that identifies the maximum number of authorized gas wells. b. Additionally, as required by RRC, a sign that contains the following information shall be posted on each site: i. 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. The telephone number of the City's Gas Well Division for citizens to call with questions, concerns or complaints. 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. 3 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 Final Gas Well Development Site Plan, except that permanent storage equipment and separation equipment may not exceed eight (8) feet in height. b. The use of centralized tank batteries is permitted as shown on the applicable Final 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. C. Site Development Standards 1. Hydraulic Fracturing. To the extent hydraulic fracturing is allowed under City ordinances, and except as provided in sub - paragraph (e) 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. M 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. 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 5 shall be taken as determined by the Gas Well Administrator 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 35.22.2.E.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 C.2.c. f. 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 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 Gas Well Administrator 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 C� 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 Gas Well Administrator 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. 7 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; (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. D. 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 Gas Well Administrator within two (2) days after the first sale of gas from a well. 3. Compliance with Federal and State Laws, Rules and Regulations. The Operator shall at all times comply with the applicable federal and state laws, rules and regulations, 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 35.22.14; 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. 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 daytime unless the Operator has notified the Gas Well Administrator that fracing will occur before or after daytime to meet safety requirements. 8. Pneumatic Drilling. Pneumatic drilling shall not be permitted. 9. Electric Lines and Power. a. All electric lines to a Drilling and Production Site shall be located in a manner compatible to those already installed in the surrounding area. b. An Operator shall use only electricity to power drilling rigs or permanent lift compressors for all Drilling and Production Sites located within 600 feet of a Protected Use. The electricity shall be provided by an electric utility company. c. The City may approve an alternative power source or equipment, such as diesel generators, if electrical service is not readily available to the Drilling and Production Site, if the electric delivery utility company reports that there is insufficient electrical capacity to serve a Drilling and Production Site, or if electric power cannot be delivered to that Site in a timely manner to service Drilling Activities. X, d. An Operator may only use electrically powered motors for permanently installed compressors used during Production Activities. For purpose of this section, the term "permanently installed" means intended to be located at the Drilling and Production Site for more than 90 consecutive days. e. An Operator may use temporary diesel generators during any disruption of electric service until such service is restored. 10. Sound Barriers. Each Drilling and Production Site shall be surrounded on all four sides with sound wall barriers that comply with generally accepted industry standards and are at least 30 feet in height. Such noise barriers must be in place during all Drilling Activities and Completion Operations and shall be removed by the Operator no later than 60 days after concluding the respective activity. E. 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. 10 5. Storage Tanks. a. All storage tanks shall be anchored for stability. 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: 11 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 Gas Well Administrator of the intention to plug and abandon a well at least twenty -four (24) hour prior to commencing activities; and c. Submit to the Gas Well Administrator 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 35.22.2.C.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. 12 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 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. 13 Section 35.22.2 3/4§24/15 version 3 *35.22.2. - 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. Formatted: Highlight - ----------------------------------------------------------------------------------------- - - - - -- Formatted: Highlight Formatted: Highlight �'°a�. �reiaz- aic-rrrrkT •ar��ra%a- r�i-8i1-- A. Prohibited or Restricted Locations, Uses and Activities '-- Formatted: Indent: Left: 0.25 ", Hanging: 0.25" ;'A"ithill 8-fle- th8_11SMA 4A'8_ h1lildred +200) feet E)f the fleed pee-1 e1e;"a—tie-14 R4 Q1. No #ws- �Drilling and pProduction sSites shall be allowed on slopes greater than ten (10) percent. F4S A o ,mot j14 .1.,.,..o with Siih oo -4iRQ ' 5 77 W D S ., 42. No g�Drilling and pProduction sSite 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. -53. 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 ILake Ray Roberts or Lake Lewisville when the gas well is drilled directionally from a location outside such areas. 64. 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, in accordance with federal and /or state law, 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. �5. 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. S6. 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. 17. 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 tiled a right -of -way use agreement, and then only if in compliance with specifications established by the Department. 4-88. 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. 449. No Class II injection wells shall be located within the City of Denton G. 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, 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 on each side of the fence that surrounds the �� 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 '/z by 2 '/z feet or more than 4 by 4 feet and shall be lettered in minimum -24 -inch lettering and shall include the following information: i. "THIS IS A GAS WELL DRILLING AND PRODUCTION SITE. THIS SITE MAY BE THE SUBJECT OF FURTHER DRILLING AND PRODUCTION AND /OFD HYDRAULIC FRACTURINO " Further if the Drilling and Pr<rduction Site has been approved as a Consolidated Site, then there shall be an additional statement that identifies the maximum number of authorir.ed gas wells. + Formatted: Indent: Left: 1.25 ", No bullets or 1 numbering J b. Additionally, as TeC�uired by PP C, a Sirl filet eCJntainS the folloWin+ —� Formatted: Indent: Left: 0.75 ", Hanging: information shall be posted on each site: 0.25 ", No bullets or numbering i. The Well Identification Number(s), American Petroleum Institute well- -- Formatted: Indent: Left: 1 ", Hanging: 0.25" number s) and any other well desiunation s rec uii red by the FTC; a Name of Operator; � i i i. Operator's telephone number; i Operator's business mailing address; Address of Drilling and Production Site; �7 � i The number for emergency services (911); i j i i Telephone numbers of two persons responsible for the well who may be contacted 24 hours a day in case of an emergency; and 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 Final Gas Well Development Site Plan, except that permanent storage equipment and separation equipment may not exceed eight (8) feet in height. b. The use of centralized tank batteries is permitted as shown on the applicable Final 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. DC. Site Development Standards Formatted: Font: Bold Hydraulic Fracturing. To the extent hydraulic fracturin, is allowed under City ordinances and , ^�i4he 4aa � � —�, except as provided in sub- paragraph (tee) 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. 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 f Gas Well Administrator 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 35.22.92.E =E.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 AC.2.c. f. 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. 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 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 Gas Well Administrator 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 eper4erOperator 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 f Gas Well Administrator 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)A11 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 operaterOperator 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; (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. El). 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 r'i' Ma (_'as _TrsyeetefGas Well Administrator- within two (2) days after the first sale of gas from a well. 3. Compliance with Federal and State Laws, Rules and Regulations. The Operator shall at all times comply with the applicable federal and state laws, rules and regulations, 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. 10 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 35.22.14; 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. 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 daytime unless the Operator has notified the 0- il a ^a (4as rPsp @ete 5as Well Administrator that tracing will occur before or after daytime to meet safety requirements. 8. Pneumatic Drilling Pneumatic drilling shall not be permitted. 9. Electric Lines and Power. a. All electric lines to a Drilling and Production Site shall be located in a manner Formatted: Indent: Lett: 0.5", Hanging: 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" Formatted: List Paragraph, Numbered + Level: 1 + Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left + Aligned at: 0.75' + Indent at: 1" compatible to those already installed in the surrounding area. b. An Operator shall use only electricity to power drilling rigs or permanent li ft Formatted: Font: (Default) Times New Roman, lz pt, Font color: Black compressors for all Drilling and Production Sites located within 600 feet of a Formatted: Left, Indent: Lett: 0.5 ", space After: 10 pt, Line spacing: Multiple 1.15 li, No bullets or numbering, Pattern: Clear Protected Use. The electricity shall be provided by an electric utility company. Formatted: List Paragraph, Numbered + Level: 1 + Numbering Style: a, b, c, ... + start at: 1 + Alignment: Left + Aligned at: 0.75' + Indent at: 1" c. The City may M12roye an alternative power source or equipment, such as diesel generators, if electrical service is not readily available to the Drilling and Production Site, if the electric delivery utility company reports that there is Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black insufficient electrical capacity to serve a Drilling and Production Site, or if electric power cannot be delivered to that Site in a timely manner to service Formatted: Left, Indent: Left: 0.5 ", space After: 10 pt, Line spacing: Multiple 1.15 li, No bullets or numbering, Pattern: Clear Drilling Activities. Formatted: List Paragraph, Numbered +Level: 1 + Numbering Style: a, b, c, ... + start at: 1 + Alignment: Left + Aligned at: 0.75' + Indent at: r' d. An Operator may only use electrically powered motors for permanently installed-` compressors used during Production Activities. For purpose of this section, the term "permanently installed" means intended to be located at the Drilling and Production Site for more than 90 consecutive days. -- 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 e. An Operator may use temporary diesel generators during any disruption Of electric service until such service is restored. Formatted: Font: (Default) Times New Roman, 12 pt, Font color: Black 11 Formatted: Indent: Left: 0" 10. Sound Barriers. Each Drilling and Production Site shall be surrounded on all four - -- Formatted: Indent: Lett: 0.5', Hanging: sides with sound wall barriers that comply with eg nerally accepted industry standards 0.25' and are at least 30 feet in height. Such noise barriers must be in place during all Drilling Activities and Completion Operations and shall be removed by the Operator no later than 60 days after concluding the respective activity. Formatted: Indent: Left: 0" 1=B. 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. 12 5. Storage Tanks. a. All storage tanks shall be anchored for stability. a — ( Formatted: Keep with next 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 (1/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. 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. 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: 13 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 Gas Well Administrator of the intention to plug and abandon a well at least twenty -four (24) hour prior to commencing activities; and c. Submit to the r'i' ara Oas 1i speete Gas Well Administrator 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 35.22.42.PC.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. 14 16. Water Conservation Plan. Each eper4orOperator 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 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. 15 Section 35.22.3 Clean 3/24/15 version 35.22.3. - 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 1 3/24/15 version 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. Within 6 months of the effective date of this ordinance, 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 3/24/15 version 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. 3 3/24/15 version 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. 0 Section 35.22.3 3/4§24/15 version 335.22.3. - Indemnification and Insurance. A. Indemnification and Express Negligence Provisions. 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 3/4§24/15 version 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. Within 6 months of the effective date of this ordinance Tthe 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 3/4§24/15 version 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. 3/4§24/15 version a - ( Formatted: Keep with next 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. Section 35.22.4 Clean 3/16/15 version 35.22.4. - Security. A. A security instrument that covers each well shall be delivered to the Gas Well Administrator 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 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, on each Drilling and Production Site. The amount of the security shall be determined by the City Engineer, with due regard to the costs and risks to be secured in subsection A, above, either on a per- application basis, or as amended by ordinance, in the minimum amount of one hundred thousand dollars ($100,000.00) for a single well on the site, two hundred thousand dollars ($200,000.00) for two (2) to four (4) wells on the same site, or three hundred thousand dollars ($300,000.00.00) for five (5) or more wells on the same site. E. The security will terminate when the Gas Well Administrator 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. Section 35.22.4 3/24/15 version 34-124435.22.4. - Security. A. A security instrument that covers each well shall be delivered to the Gas Well Administrator 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 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, on each Drilling and Production Site. The amount of the security shall be determined by the City Engineer, with due regard to the costs and risks to be secured in subsection A, above, either on a per- application basis, or as amended by ordinance, in the minimum amount of one hundred thousand dollars ($100,000.00) for a single well on the site, two hundred thousand dollars ($200,000.00) for two (2) to four (4) wells on the same site, or three hundred thousand dollars ($300,000.00.00) for five (5) or more wells on the same site. E. The security will terminate when the Gas Well Administrator 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. Section 35.22.5 Clean 3/24/15 version 35.22.5. - Inspection. A. In accordance with federal and state law, the Gas Well Administrator 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 Gas Well Administrator shall conduct periodic inspections of all wells permitted under this Subchapter. C. Inspections shall include periodic evaluations during production to determine if equipment is not functioning as designed and may produce fugitive emissions that exceeds what is allowed by federal or state law. 1. 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 party contractor shall act at the City's direction and report directly to the City, and shall have the same authority as the Gas Well Administrator 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 issued by a federal or state regulatory agency, the Operator shall submit to the City a Leak Detection and Compliance Plan. 3. The Leak Detection and Compliance Plan must be created in accordance with guidelines promulgated by the City's Gas Well Administrator. It shall ensure all site activities and equipment are in compliance with applicable federal, state and local rules and regulations. The plan shall outline the methodology to assess and evaluate the impact of drilling, fracturing, production, and other activities at the Drilling and Production Site and immediate surroundings. Specific elements of such a plan shall include, but are not limited to, a quarterly leak detection monitoring program; methods and equipment utilized for emission measurements; and a response plan to address leak issues, should they arise, and any other information required by the City. 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. 1 3/24/15 version 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 Gas Well Administrator is required with all laboratory data sheets, field logs, data summaries, and actions taken in the previous quarter. 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 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 Subchapter; however, nothing herein shall be deemed to limit the City's remedies in equity or law in the collection of any past due fees. F. An Operator is exempt from the inspection requirements included in Subsection 25.22.5.C. and any associated fees on any well site equipped with an equivalent automated system that meets the following requirements and is approved by the Inspector. 1. Any such alternative must include a screening for the presence of leaks, releases, or emissions, and other conditions that could identify potential malfunctions in the efficient operation of on -site equipment, such as the monitoring or line pressures and storage tank levels. 2. The automated system alternative shall include: a. A 24 -hour remote alert system designed to notify appropriate personnel of excess storage tank levels or abnormal changes in line pressure, and b. An emergency automated shutdown of the well(s) when monitoring indicates irregular storage tank levels and functioning of valves. All emergency situations shall be immediately reported to the City via 911. 3. If malfunctions are identified, the point of concern shall be noted and a repair confirmation provided to the Gas Well Administrator. The repair confirmation shall include a statement indicating that the component is working within manufacturer and regulatory requirements. 3/24/15 version 4. Data shall be compiled over the life of the well(s) and available to the Gas Well Administrator for review. Section 35.22.5 34424/15 version 1 34-42—M35.22.5. - Inspection. A. In accordance with federal and state law, the Gas Well Administrator 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 Gas Well Administrator shall conduct periodic inspections of all wells permitted under this Subchapter. C. Inspections shall include periodic evaluations during production to determine if equipment is not functioning as designed and may produce fugitive emissions that exceeds what is allowed by federal or state law. 1. 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 party contractor shall act at the City's direction and report directly to the City, and shall have the same authority as the Gas Well Administrator 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 issued by a federal or state regulatory agency, the eper- atofOperator shall submit to the City a Leak Detection and Compliance Plan. 3. The Leak Detection and Compliance Plan must be created in accordance with guidelines promulgated by the City's Gas Well Administrator. It shall ensure all site activities and equipment are in compliance with applicable federal, state and local rules and regulations. The plan shall outline the methodology to assess and evaluate the impact of drilling, fracturing, production, and other activities at the Drilling and Production Site and immediate surroundings. Specific elements of such a plan shall include, but are not limited to, a quarterly leak detection monitoring program; methods and equipment utilized for emission measurements; and a response plan to address leak issues, should they arise, and any other information required by the City. 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. 1 34424/15 version 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 Gas Well Administrator is required with all laboratory data sheets, field logs, data summaries, and actions taken in the previous quarter. 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 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 Subchapter; however, nothing herein shall be deemed to limit the City's remedies in equity or law in the collection of any past due fees. F. An Operator is exempt from the inspection requirements included in Subsection 25.22.5.C. and any associated fees on any well site equred with an equivalent automated system that meets the following requirements and is a iproved by the Inspector. 1. An such alternative must include a screenin r for the resence of leaks releases or emissions and other conditions that could identify potential malfunctions in the efficient o erasion of on -site e ui mans such as the monitorin r or line ressures and storage tank levels. 2. The automated system alternative shall include: a. A 24 -hour remote alert system designed to notify arprolrriate personnel of excess storage tanl� levels or abnormal changes in line pressure, and b. An emercy automated shutdown of the wells) when monitoring indicates irre mlar store re tanl levels and fiznctionin r of valves. All emer rent situations shall be immediately relrorted to the City via 911. 3. If malfunctions are identified, the point of concern shall be noted and a repair confirmation provided to the Gas Well Administrator. The repair confirmation shall include a statement indicating that the component is worling within manufacturer And regulatory requirements. RA 34424/15 version 4. Data shall ]able to the Gas Well Administrator for review. Section 35.22.6 Clean 3/24/15 version 35.22.6. - Periodic Reports. A. The Operator shall notify the Gas Well Administrator 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 a year after a well is spud, and thereafter until the Operator notifies the Gas Well Administrator that the well has been plugged and abandoned and the Drilling and Production Site restored, the Operator shall prepare a written report to the Gas Well Administrator 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 Gas Well Administrator all reports otherwise filed with the TCEQ in connection with an installed vapor recovery unit as described in 35.22.2.D.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 Gas Well Administrator. 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 Gas Well Administrator. F. The Operator shall submit a copy of a soil sampling analysis as required by Subsection 35.22.2.C.2 upon request by the Gas Well Administrator. G. In addition to the records listed in Subsections 35.22.2.E.9 shall provide the City with a Operator or by third parties. Production Site and shall be Administrator. copy of all records filed with Copies of such records shall available for inspection whe nand 35.22.5.13, the Operator the RRC and TCEQ by the be kept on the Drilling and requested by the Gas Well Section 35.22.6 3/24/15 version 1 3-4.424435.22.6. - Periodic Reports. A. The Operator shall notify the Gas Well Administrator 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 a year after a well is scud, ar�dh —� y#teg e a' 'per thereafter until the Operator notifies the Gas Well Administrator that the well has been plugged and abandoned and the Drilling and Production Site restored, the Operator shall prepare a written report to the Gas Well Administrator 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 Gas Well Administrator all reports otherwise filed with the TCEQ in connection with an installed vapor recovery unit as described in 35.22.,92.BD.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 Gas Well Administrator. 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 Gas Well Administrator. F. The Operator shall submit a copy of a soil sampling analysis as required by Subsection 35.22.- 92.14C.2 upon request by the Gas Well Administrator. G. In addition to the records listed in Subsections 35.22.- 92.EE.9 and 35.22.425.13, 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 Gas Well Administrator. ON Section 35.22.7 Clean 3/24/15 version 35.22.7. - Notice of Activities. A. Any Operator who intends to perform the following activities: (1) drill a well; (2) workover operation; (3) to fracture stimulate a well; (4) perform completion or re- completion operations; (5) plug and abandon a well; (6) perform any other maintenance activities that involve removal of the well head 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 two thousand (2,000) feet of a Drilling and Production Site shall be notified no sooner than ten (10) days and no later than five (5) days prior to the activities listed in Section A. 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 Gas Well Administrator is necessary, the Operator will pay the City's fee for the inspection as set forth in amount set by separate ordinance. 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 a Gas Well Combining District application, or (2) the submission of a Consolidation Permit application if a Gas Well Combining District application 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 Gas Well Administrator 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 well. 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 Section 35.22.7 34424/15 version 1 3542-.4435.22.7. - Notice of Activities. A. Any Operator who intends to perform the following activities: (1) drill a well; (2) workover operation; (3) to fracture stimulate a well; (4) perform completion or re- completion operations; (5) plug and abandon a well; (6) perform any other maintenance activities that involve removal of the well head 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 two thousand (2,000) feet of a Drilling and Production Site shall be notified no sooner than ten (10) days and no later than five (5) days prior to the activities listed in Section A. 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 atid Gas I14spe Gas Well Administrator is necessary, the Operator will pay the City's fee for the inspection as set forth in amount set by separate ordinance. 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 a_Gas Welll Combining District application, or (2) the submission of a Consolidation Permit application if a_Gas Well Combining District application 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 inspeete Gas Well Administrator 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 well. 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 Section 35.22.8 Clean 3/24/15 version 35.22.8. — Remedies, Enforcements and Right of Entry. A. The Fire Marshal and the Gas Well Administrator 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 Gas Well Administrator, may, consistent with federal and state law, 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 Gas Well Administrator 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. F. Permit Revocation 1. If an Operator (or its officers, employees, agents, contractors, subcontractors or representatives) fails to comply with any requirement of any permit issued by the City in connection with any Gas Well Drilling and Production Activity, the Fire Marshal or Gas Well Administrator may 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 ten (10) days unless the alleged failure presents a risk of imminent destruction of property or injury to person. The Fire Marshal may issue a Stop Work Order under the Fire Code. 2. If the Operator does not cure the alleged failure within the time specified by the Fire Marshal and /or Gas Well Administrator, the Fire Marshal and /or Gas Well Administrator may notify the appropriate state or federal agency with jurisdiction over the alleged violation and request that the state or federal agency take appropriate action (with a copy of such notice provided to the Operator), and the City may pursue any other remedy available. If the Operator does not cure the alleged failure within the time specified by the Fire Marshal and /or Gas Well Administrator, the Gas Well Administrator may recommend to the Health and Building Standards Commission ( "HABSCO "). a. That the permit at issue be suspended until the alleged failure is cured; or, b. That the permit at issue be revoked, if after prior suspension the Operator does not cure the alleged failure. HABSCO shall hold a hearing to act upon the Fire Marshal's and /or the Gas Well Administrator's recommendation. 4. The decision of the Fire Marshal and /or Gas Well Administrator to recommend suspension or revocation of a permit shall be provided to the Operator in writing at least ten (10) days before the hearing to be held by the Zoning Board of Adjustment, unless the alleged failure presents a risk of imminent destruction of property or injury to persons. If a permit is revoked, the Operator may submit information to the Gas Well Administrator evidencing that the alleged failure resulting in the revocation of the permit have been corrected, and an application for a new permit may be submitted for the same well. Section 35.22.8 3/24/15 version -3 4-24-635.22.8. - Remedies, Enforcements; Lind Right of Entry. A. The Fire Marshal and the Gas Well Administrator 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 Gas Well Administrator, may, consistent with federal and state law, 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 f,4 Gas Well Administratojr ee4* 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. F. Permit Revocation A1.If an Operator (or its officers, employees, agents, contractors, subcontractors or* Formatted: indent: Left: os ", . Tab stops: root representatives) fails to comply with any requirement of any�perrnit issued by fhe City at 0.5" in connection with any iras Well Drilling and Production Activity, ^ ° �T' °�� r'a m = *a�e?i t the Fire Marshal or Gas Well Administrator — may,icr ? 5.''- , give written notice to the +t0 perator 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 ten (10) days unless the alleged failure presents a risk of imminent destruction of property or injury to person. The Fire Marshal may issue a Stop Work Order under the Fire Code. 442. If the Operator does not cure the alleged failure within the time specified by the Fire Marshal and /or Gas Well Administrator, the Fire Marshal and /or Gas Well Administrator may notify the appropriate state or federal agency with jurisdiction over the alleged violation and request that the state or federal agency take appropriate action (with a copy of such notice provided to the Operator), and the City may pursue any other remedy available. Q. If the Operator does not cure the alleged failure within the time specified by the Fire Marshal and /or Gas Well Administrator, the Gas Well Administrator may recommend to the (?}Health and Building Standards Cornmissian ( "HARSCO" 4-a. That —the 4� L4l 1permit at issue be suspended until the alleged failure is cured; or, -2b. That the 44--WL4- Ppermit at issue be revoked, if after prior suspension the Operator does not cure the alleged failure. itIIARSCO shall hold a hearing to act upon the Fire Marshal's and /or the Gas Well Administrator's recommendation. 4-)4.The decision of the Fire Marshal and /or Gas Well Administrator to recommend suspension or revocation of a 44i -WL l 1permit shall be provided to the Operator in writing at least ten (10) days before the hearing to be held by the Zoning Board of Adjustment, unless the alleged failure presents a risk of imminent destruction of property or injury to persons. 4-5. If a �L4l 1permit is revoked, the Operator may submit information to the Gas Well Administrator evidencing that the alleged failure resulting in the revocation of the 444,_, ,Le1l--I?permit have been corrected, and an application for a new l 41permit may be submitted for the same well. 3/16/15 version [Former Section 35.22.7 "Remedies of the City" is now located in new Section 35.22.8 "Remedies, Enforcements and Right of Entry" under Subsection F.] A-- 47P - "G °:— is s��1 q r� n° — E E at ( Formatted: Tab stops: Not at 0.5" .• +, t-v *fty --f� effw+iHFif=E',^.�3E', art '-f -E§ - E'--�= ci'axmTj --'cn rxz`rli -! '.s *k4°ni-s$'.c- rrssi =sc - - `. 11 , rte- -ate- -s aa-; T�- Y"' TT1+" YY 'Y'G`"i'T�1„J6'Y2TY'f`YY"CTCYC. `.l"Y]'Y `Yf'`'V'Y'LT�YG` YYYC'LCiYG iY' C' YYG" T` Y" YYitf[ Y- YY' L' G�YiikTG ""Tl- r"`Y°��YLY�p°'�'"tY'�"" b b ��rr "PYCYC-YYIG�"'�¢T.'CYTV"i°i'1 L�'c�iG'!'Y i- C,'- ff-- IT- CgyY'C- 'Zv-- ;"v ---, TtTS1= p,'jy -)}a 4-- f2'yC; dc�T�Y,s ••c�YLTY.'c�'C CrG'T-Yf< a x- crr.°r r xrrraYZ rr` ": $ Ht#1- TT lP1 ��1. •�1— E�-- 7 -�i3E' R�i-errsixc�cl3�i c�c�c- r7cz "� lr.- ,x— ;.etc, s'°° � °rrk°f']r°°zhrtzr'xriiz= rer „r:•. *:'. -. '�. "-iiEs T -• °c'r°'�cszc`.r�Pr�'rrs�°i' + `r-s -i vf?ni= c:- �.r°ii' _ -` `. -' ". 1- �E� -tl -, d. ts°vrar� Section 35.22.9 Clean 3/24/2015 Version Changes to Provisions for Watershed Permits Section35.22.9. Watershed Permits for Gas Well Developments A. Applicability. 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 flood fringe area or ESA within the corporate limits or ETJ of the city, and for any proposed site that is within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville. 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 flood fringe area or ESA, or for a site that is within within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville. No gas well development is allowed in the floodway, including the area of an ESA located in a floodway. 2. Inside city limits, a Watershed Protection Permit for gas well development can be approved only if authorized following establishment of a Combining District by the City Council, or through designation of a planned zoning district exception pursuant to Section 35.5.10.3.C. A Watershed Protection Permit application may be submitted simultaneously with an application for a Combining District or 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. Show location of ESAs on proposed Drilling and Production Sites. 2. All applications for Watershed Protection Permits shall be filed with the Planning 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 3/24/2015 Version 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 approved or denied by the Director of Environmental Services following DRC review. 2. Criteria for Approval. In deciding the application for a Watershed Protection Permit, the Director shall apply those standards set forth in Section 35.22.9.D. The Director may attach such conditions to approval of a Watershed Protection Permit as are necessary to assure that the requirements of subsection D and any other applicable requirements contained in this subchapter 22 are met. 3. Each Watershed Protection Permit approved by the Director shall: a. Identify 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 floodplains and other 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 constituting or containing riparian buffers 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. PJ 3/24/2015 Version 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 approval of a Final Gas Well Development Site Plan or Gas Well Development Plat for the ESA. 5. Limitation on Well Heads. Only one (1) well head may be placed in the Flood Fringe or other 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, 3 3/24/2015 Version 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 or Combining District for the land subject to the Watershed Protection Permit, as well as the standards in Section 35.22.9.1) and any other applicable requirements contained in this subchapter 22, shall apply. E. Post- approval Procedures. 1 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 Gas Well Administrator 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 or Gas Well Development Plat and may not be extended prior to expiration. F. 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 35.22.9.1) to the City Council within ten (10) calendar days of the decision by the Director. The Council shall decide the petition based upon the criteria in Subsection 35.22.9.1) and any other applicable requirements contained in this subchapter 22. 0 Section 35.22.9 3/- 1-;24/2015 Version Changes to Provisions for Watershed Permits p ( First line: 0" Section = X35.22.9. Watershed Permits for Gas Well Developments Formatted: Indent: ,Left: 0 ", F A. Applicability. 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 #lee4lai-rrflood fringe area or ESA within the corporate limits or ETJ of the city, and for any proposed site that is within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville. Approval of • Watershed Protection Permit authorizes the processing of a complete application for • Gas Well Development Site Plan or Gas Well Development Plat, as the case may be, that includes land in a #4ee419- rrflood fringe area or ESA, or for a site that is within within one thousand two hundred (1,200) feet of the flood pool elevation of Lake Ray Roberts or Lake Lewisville. No gas well development is allowed in the floodway, including the area of an ESA located in a floodway. 2. Inside city limits, a Watershed Protection Permit for gas well development can be approved only if authorized following establishment of a Combining District by the City Council, or through designation of a planned zoning district exception pursuant to Section 35.5.10.3.C. -23. A Watershed Protection Permit application may be submitted simultaneously with an application for a Combining District or 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: 1. 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. 3/- 1-;24/2015 Version E_ Show location of ESAs on proposed Drilling and Production Sites. 2. All applications for Watershed Protection Permits shall be tiled with the Planning 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 apef:aterOperator. 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 approved or denied by the Director of Environmental Services following DRC review. 2. Criteria for Approval. In deciding the application for a Watershed Protection Permit, the DR-GDirector shall apply those standards set forth in Section 35.22.9.D. The PRGDirector may attach such conditions to approval of a Watershed Protection Permit as are necessary to assure that the requirements of °pptiRq D and any other applicable requirements contained in this subchapter 22 are met. 3. Each Watershed Protection Permit approved by the DR GDirector shall: a. Identify=_ 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 floodplains and other 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. 3/- 1-;24/2015 Version 2. Riparian Buffers. For all ESAs constituting or containing riparian buffers 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 Aiial - approval of a Prillitig aiid Preduetieli S.it,-Final Gas Well Development Site Plan or Gas Well Development Plat.. i�aga� for the ESA. 5. Limitation on Well Heads. Only one (1) well head may be placed in the Flood Fringe or other 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 E. 3/- 1-;24/2015 Version 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 or Combining District for the land subject to the Watershed Protection Permit, as well as the standards in Section 35.22.4;9.E1) and any other applicable requirements contained in this subchapter 22, shall apply- Post-approval Procedures. 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 Gas Well Administrator 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 or Gas Well Development Plat and may not be extended prior to expiration. The applicant may appeal the denial or conditional approval of a Watershed Protection Permit on grounds pertaining to the standards in Subsection 35.22.9.D to the City Council within ten (10) calendar days of the decision by the Director. The Council shall decide the petition based upon the criteria in Subsection 35.22.9.D and any other applicable requirements contained in this subchapter 22. Formatted: Space After: Opt ----------------------------------------------------------------------------------------- - - - - -- Formatted: Font: Bold Formatted: Indent: Left: 0 ", First line: 0 ", Tab stops: Not at 0.5" -- Formatted: Space After: 0 pt, Line spacing: single 3/- 1-;24/2015 Version 3/- 1-;24/2015 Version 3/- 1-;24/2015 Version b d"Aw 046H we ppoposed b N and b b } F - -- Formatted: Justified, Indent: Left: 0.5 ", Hanging: 0.5 ", Pattern: Clear (Background 1) Exhibit 6 ordionance 2013 248 o:Alegal \2015 gas well revisions \fee scheduleAainendinent to ordinance 2013 -248 to add penalty and interest to gas well fees - redline.docx 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 has fizrther studied the fees associated with gas well develorment in the C1tV, and has adjusted some of these fees and also added fees associated with gas well consolidated permits and combining districts; 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 -aan third party consultant to monitor f4git,. e emissions the function of all equipment that may lead to fugitive emissions; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: o:Alegal \2015 gas well revisions \fee scheduleAainendinent to ordinance 2013 -248 to add penalty and interest to gas well fees - redline.docx SECTION 5. Ordinance No. 2013 -248 is amended to add a new Section 4 as follows: "Production monitoring fees incurred by the City in retaining aM third party consultant to monitor f fig *,. e emissions the function of all equipment that may lead to fugitive emissions is hereby adopted. Calculations for such fees are set forth in Exhibit "E -2 SECTION 6. 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 paid at that time. Inspection fees and production monitoring fees are due and owing on or before the 30th 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 7. Sections 4 and 5 of Ordinance 2013 -248 are respectively renumbered to Section 6 and 7. SECTION 8. This ordinance shall become effective immediately. PASSED AND APPROVED this, the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY Page 2 o:Alegal \2015 gas well revisions \fee scheduleAainendinent to ordinance 2013 -248 to add penalty and interest to gas well fees - redline.docx i APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY :• Page 3 EXHIBIT "A" Gas Well Combining District $ 13,215.00 Included Included Gas Well SUP Review $ 10,660.00 Included Included annual inspections) Gas Well Consolidation Permit $ 9,930.00 With Site Plan Included Included Gas Well (within ET1) (assumes $ 395.00 Consolidation Permit $ 2,210.00 $ 390.00 $ 220.00 Only Transfer of Operation $ 315.00 Preliminary Gas Well Development Site Plan $ 7,135.00 $ 390.00 Included Final Gas Well $ 350.00 Development Site Plan $ 400.00 Gas Well Permit - Stage Two $ 150.00 Planned Zoning District Exception $ 625.00 Initial Gas Well Inspections - Includes Gas Well Development Plat $ 5,165.00 $ 390.00 Included Review Gas Well Site Plan /Plat Amendment $7,135/$5,165 $ 390.00 Included Annual Inspection and Administration Fee (City) (assumes 2 $ 1,020.00 $ 465.00 annual inspections) Annual Inspection and Administrative Fee (within ET1) (assumes $ 395.00 $ 35.00 2 annual inspections) Transfer of Operation $ 315.00 Watershed Protection Permit $ 195.00 Gas Well Permit - Stage One $ 350.00 Gas Well Permit - Stage Two $ 150.00 Initial Gas Well Inspections - Includes Initial Erosion Control $ 1,570.00 Erosion Review $ 285.00 5 350.00 5 240.00 5 265.00 15 165.00 $ 350.00 $ 240.00 $ 265.00 $ 165.00 S $ 240.00 1 1$ 265.00 1$ 165.00 5 130.00 $ 130.00 o:Alegal \2015 gas well revisions \fee scheduleAainendinent to ordinance 2013 -248 to add penalty and interest to gas well fees - redline.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 Crherinle 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 $1350 per Pad Site 2 -3 Wells on Pad Site $2200 per Pad Site 4 -6 Wells on Pad Site $3000 per Pad Site 7 -9 Wells on Pad Site $4500 per Pad Site 10 -12 Wells on Pad Site $6000 per Pad Site Compressor/Processing Pad Site $7500 per Pad Site Reinspection $1350 per Well Page 4 ordionance 2013 248 Existing sAlegakour docuiiients\ordinailccs\13\anictided gas well fees-091713 alternate version 2.doc ORDINANCE NO. 2013-248 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, SETTING PLANNING AND DEVELOPMENT FEES AND ROAD DAMAGE REMEDIATION FEE CALCULATION FORMULA RELATING TO GAS WELL DRILLING AND PRODUCTION IN THE CITY OF DENTON AND ITS EXTRATERRITORIAL JURISDICTION; REPEALING SECTION 2 OF ORDINANCE 2011 -100; AND SETTING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 2011-100, the City Council of the City of Denton, Texas amended the Planning and Development Fee Schedule established by prior ordinances, by amending fees relating to gas well drilling and production within the city limits and extraterritorial jurisdiction; and WHERE-AS, since the adoption of Ordinance No. 2011 -100, the City established the Gas Well Inspections Division to perform gas well permitting, annual inspection services and other services and overhead related to the City's oversight of gas well drilling and production activities; and WHEREAS, on January 15, 2013, the City Council adopted comprehensive changes to the Gas Well Drilling and Production Ordinance, of which a particular change involves the addition of a new permitting activity, specifically the Erosion Control and Sedimentation Plan Review, and a resulting post - permit Erosion Control and Sedimentation Plan Annual Inspection as required by this Ordinance; and WHEREAS, given these changes, the City undertook a comprehensive review and analysis of the fees, standards and procedures associated with gas well drilling and production to determine that whether the fees, both existing and newly proposed, resulting from the January 15, 2013 Gas Well Drilling and Production Ordinance, are reasonable; and WHEREAS, as part of the Gas Well Drilling and Production Ordinance, gas well drilling operators are required to enter into a Road Damage Remediation Agreement to cover the cost to repair damages to the City's roadways caused by the heavy truck traffic associated with the operators' gas well drilling activities; and WHEREAS, the road damage data and formula used to determine the appropriate Road Damage Remediation Fee also underwent a comprehensive review this year to determine the current reasonable cost to repair the City's roadways resulting from the heavy truck traffic associated with typical gas well drilling operations; and WHEREAS, based on the gas well permitting and inspection fees and road damage remediation fee comprehensive reviews, the City Council f relating to gas well s that the fees la ' r drilling and production, and the road damage data and formula associated with the Road Damage Remediation Agreement requirement, as set forth herein, are reasonable, and do not exceed the reasonable cost to the City in providing the scheduled set-vices, and are in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Page I s:\Icgal\ourdocuinents\ordinances\13\iimeiided gas well fees-091713 alternate version 2.doc 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 Planning and Development Fee Schedule for gas well production is adopted, as set forth in the table below: The followin g fees shall be charged for the first two reviews Gas Well SUP Review (includes Engineering Fee) $12,840 Gas Well Development Site Plan $7,575 Additional Engineering Fee $390 initial an one follow- —Fee for Full Landscape Plan Review (includes initial an $350 up inspection) (third site visit) for Full Additional Fee for Second Follow-Up inspection (t $265 Landscape Plan Review 0 Initial and one fallow- Fee for Full'T'ree Mitigation Review includes $240 up inspection) (third site visit) for Full Tree Additional Fee for Second Follow-Up inspection (t] $165 Mitigation Review Additional Fee for Erosion and Sediment Control Plan Review (includes initial $285 and one follow-up inspection), which fee is included as part of the Initial Gas Well inspections category below Additional Fee for Second Follow-Up inspection (third site visit) for Erosion $130 and Sediment Control Plan Review Initial — as Well Inspections (includes Erosion and Sediment Control Plan Review, $1,620 and initial and one follow-up inspection) upon issuance of a Gas Well Permit Gas Well Development Plat Review $5,215 Additional Engineering Fee 91 $390 $7,575/55,215 Gas Well Site Plan/Plat Amendment Additional Engineering Fee $390 The same fees listed under the Gas Well Development Site Plan category above shall be charged, if applicable charged annually, The following fees shall be charged an:nua y) per gas well Annual Inspection and Administration Fee (within City) (covers two annual $1,055 inspections) s )ections Additional Fee for each follow-up inspection beyond the two annual inspections $485 Annual Inspection and Administration Fee (within (covers two annual $395 inspections Additional Fee for each follow-up inspection beyond the two annual Inspections $35 p Annual Erosion and Sediment: Control Inspection (Covers initial and one p follow-uu $285 inspection) Additional Fee for each inspection beyond the initial and one follow-up Annual $130 Erosion and Sediment Control Inspection The following fees shall be charged per each application Page 2 sAlegahour docunlents\ordiiiatices\13\amended gas well fees-091713 alternate version 2.doc $315 Transfer. of Operation. $195 Watershed Protection Permit $500 Gas Well Permit SECTION 3. The Road Damage Remediation Fee Calculation Formula, which appears and is based on the road damage remediation calculations set forth in Exhibit "A"5 for gas well drilling and production is adopted. SECTION 4. Section 2 of Ordinance 2011 -100 is hereby superseded and repealed. SECTION S. This ordinance shall become effective at 12:01 a.m., September 18, 2013, PASSED AND APPROVED this, the day of Jg�mbe�r, 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO ED AS '0 LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: MARK A. B RCS GHS, MAYOR Page 3 z 0 0 z 0 C17 W >< W w w v 4) 0 E v 11 (0 C\l 9v C') Lo al to E ocr) oo cl) va 'o " v — N L as E Z > 0, o to (1) co S.j C T a) 0 'D KC 2 wcagvwN 69 'wo 11, Q C, C, 0' a) 0. tn 0 E (D p C11 -W U) (0(6 QW Ti, ZP co Q 0 0 at r2 E a) a Lo a) Ln c o q! co N co c) u) aj 0. vi v o w 00 C; R O-Z� C-4 C, w Q� CD CV 66 , 0 45 -- N CCL Or (ll am, -C) F--- o a co 4, C c lx � '4! o Joo ]CL o A E CO 0 Cl 0 0 > > J 0) i tl- t- �� r� > = t- t- r- t- :3 1! N C-4 = N C\l N CN o U) '.) (o CL 0� L'I IQ LQ 0- tl� U� E u) ui L6 ui E �6 C6 D (0 CD W (D (D (0 (D :3 0 'o w LL (n r- rl- r- t, c GO 0 z cn Ys u r- 0 a U. 0 (D CO, .c 0 C) S C) C> o C� R C: C, w co C� "; o W (D� M 0 C, -0 (21 0 (D w ] 0) 1W- C4 0) -E .. ..... . ... Q) 02 0 2 M C) 0 t5 c co a) m 0 clq C3 'S (N 8 a) C, 0 CD LO m a C ZD- WE a7 O ID c-� 2 Cj co 0 �n 2 c �) I tu C- 0 0 0 0 M U3 Vi W3 0 cr 1-9 1 (1-1 A I L. W CL ca 'r- (1) 0 E .r_ 2a E aj CL .9- 4) a) C E E :3 Q) a) cc cn f6 N m E E C. ti x ca ca wo, a") an). E E E E Ca co m m 60000 s x co W CC 0Y W CN C, i co 0 z Exhibit 7 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. 1 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 property owners that are located adjacent to the proposed pipeline. The mailing shall include the operator's publication on pipeline safety. A copy of the notice and a list of properties notified shall be provided to the Gas Well Administrator prior to the commencement of any pipeline construction. 5. At the time the required pipeline records are submitted to the railroad commission, the pipeline operator shall provide the Gas Well Administrator 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 Gas Well Administrator 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. 2 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 Gas Well Administrator 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 3 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 Gas Well Administrator 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 Gas Well Administrator 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 (95 %) 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 Gas Well Administrator 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 Gas Well Administrator in a form prescribed by the Department. 4 b. Plans submitted with each application for a pipeline permit shall be in a format approved by the Gas Well Administrator 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). 5 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 Gas Well Administrator 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 Gas Well Administrator: 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 Gas Well Administrator within thirty (30) days of abandonment of any pipeline. 2. Reactivation of abandoned pipelines shall require notification to the Gas Well Administrator pursuant to the standards and requirements specified in section 35.22A.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; 11 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. 7 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; E3 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. p] Exhibit 8 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. Exhibit 9 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 2=0F ■ f ■ MMM I M I M moroqm N rLL et --Lr - or 16 .6L—L ver r L I L ILI" L --R�- IL a L LE 0 a L 0 Elm mo m mo, In m w a .11 L L wl 0 F 0 M■M-mmmI■L I.' mmm Eq m in ■MM m M, m Imm r mrm ol o mmm 16 o mi� I %F. I" bOMM w' m IM Emomm Emmm ■■■m, m Lmm � m imim ■ mm mi6 m MMEgmmmo w. L d. 1 mm w a w p MM mom�lmmm ==J m m k- w rLL et --Lr - or 16 .6L—L ver r L I L ILI" L --R�- IL a L LE 0 a L 0 .,!m NP . NA NINE. NPI. IN! IN", INPOPPEN! : ON" P: M. 0 N :0 ON IN V: .,!m NP . NA NINE. NPI. IN! IN", INPOPPEN! : ON" P: M. 0 N :0 ON IN .,!m NP . NA NINE. NPI. IN! IN", INPOPPEN! : ON" P: M. 0 N :0