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June 16, 2015 Agenda
tru�Rltl �'� � k, Tuesday, June 16, 2015 City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com 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, June 16, 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 June 16, 2015. 3. Work Session Reports A. ID 15 -490 Receive a report, hold a discussion and give staff direction regarding a proposed convention center and hotel project by O'Reilly Hotel Partners Denton (OHPD) to be located in the Rayzor Ranch development project, including a discussion and possible recommendation on economic incentives. Attachments: Exhibit 1 Denton Rayzor Ranch 3D Views Exhibit 2 Denton Rayzor Ranch First Floor Plan Exhibit 3 Denton Ravzor Ranch Site Plan Exhibit A - 5 -14 -15 B. ID 15 -433 Receive a report, hold a discussion, and provide staff direction concerning proposed revisions to the City of Denton strategic plan. Attachments: Exhibit 1 2014 -15 Strategic Plan Exhibit 2 PowerPoint Presentation C. ID 15 -451 Receive a report, hold a discussion and give staff direction regarding a potential Economic Development Chapter 380 Grant Agreement for Project Ranger One (Denton - Tarrant PRW, LLC). Attachments: Exhibit 1 - TIRZ 2 Project Plan Exhibit 2 - Westray Ord# 2014 -142 Exhibit 3 - Resolution R91 -008 Exhibit 4 - Ranger One Incentive Analysis Exhibit 5 - Ranger One WS PPT D. ID 15 -471 Receive a report; hold a discussion, preliminary FY 2015 -16 Proposed Budget, Year Financial Forecast. and give staff direction regarding the Capital Improvement Program, and Five City ofDenton Page I Printed on 611212015 City Council Meeting Agenda June 16, 2015 Attachments: Exhibit 1 PowerPoint 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. D 15 -069 Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from Denton Municipal Electric ( "DME ") staff regarding public power competitive and financial matters pertaining to obtaining solar energy resources for the DME system; discuss, deliberate and provide staff with direction regarding the proposed "Power Purchase Agreement" by and between the City of Denton, Texas and Bluebell Solar, LLC. Consultation with the City's attorneys regarding legal issues associated with the proposed Purchase Power Agreement where a public discussion of this legal matter would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [ID 15 -446] B. ID 15 -496 Consultation with 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 Project Ranger One (Denton - Tarrant PRW, LLC). This discussion shall include commercial and financial information the City Council has received from Project Ranger One 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 -455] C. ID 15 -475 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 being a part of Lot No. Three (3), Block Twenty (20) of the Original Town of Denton, an addition to the City of Denton, City ofDenton Page 2 Printed on 611212015 City Council Meeting Agenda June 16, 2015 Denton County, Texas, located generally in the 100 block of Industrial Street. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Industrial Park Property Acquisition Project: Cook) D. ID 15 -485 Consultation with Attorney - Under Texas Government Code, Section 551.071; Deliberations regarding Economic Development Negotiations - Under Texas Government Code, Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding economic development incentives for a business prospective in the Cole Ranch Development. This discussion shall include commercial and financial information the City Council may receive from the business owners which the City seeks to have locate, stay, or expand in or near the territory of the City, and with which the City Council is conducting economic development negotiations, including the offer of financial or other incentives. Also hold a discussion with the City's attorneys on the referenced topic where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. E. ID 15 -489 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 George P. Bush, Commissioner, Texas General Land Office v. City of Denton Texas, Cause No. 15- 02058 -362 currently pending in the 362nd District Court of Denton County and Texas Oil and Gas Association v. City of Denton, Cause No. 14- 08933 -431 currently pending in the 431st District Court of Denton County regarding hydraulic fracturing where a public discussion of these legal matters would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. City ofDenton Page 3 Printed on 611212015 City Council Meeting Agenda June 16, 2015 ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071- 551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS /PRESENTATIONS A. ID 15 -350 Leadership Excellence and Enhancement Program B. ID 15 -480 Kiwanis Days C. ID 15 -502 Water Environment Association of Texas Plant of the Year Award to the City of Denton Pecan Creek Water Reclamation Plant. 3. CITIZEN REPORTS A. Review of procedures for addressing the City Council. B. Receive citizen reports from the following: A. ID 15 -491 Willie Hudspeth regarding Southeast Denton issues. 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 — L). 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 — L 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. City ofDenton Page 4 Printed on 611212015 City Council Meeting Agenda June 16, 2015 A. ID 15 -426 Consider approval of a resolution approving the issuance of Revenue Bonds by the Colorado Health Facilities Authority on behalf of the Evangelical Lutheran Good Samaritan Society in an aggregate principal amount not to exceed $4,200,000; recognizing that the City of Denton is not responsible for issuing the Revenue Bonds and has no financial obligation to pay any principal of or interest on the Revenue Bonds; making certain findings in connection therewith; and providing an effective date. Attachments: Exhibit 1 - Letter from Kutak Rock LLP. dated May 18, 2015 Exhibit 2 - Copy of Notice of Public Hearing Exhibit 3 - Letter from City's Bond Counsel Exhibit 4 - Resolution B. ID 15 -477 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 one (1) haul truck and two (2) dump trucks for the City of Denton Wastewater Collections Department; and providing an effective date (File 5843- awarded to Rush Truck Center, Crane in the amount of $431,553). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1- Equipment Matrix Exhibit 2- Quotes Exhibit 3 -Memo Exhibit 4 -PUB Minutes Exhibit 5- Ordinance C. ID 15 -478 Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing and approving the purchase of Microsoft Office 365 Software as a Service (SaaS) and additional licensing for Windows Data Center Edition and Enterprise SQL as approved by the State of Texas Department of Information Resources (DIR) Contract Number DIR -SDD -2503; providing for the expenditure of funds therefor; and providing an effective date (File 5842- awarded to SHI Government Solutions in the not -to- exceed amount of $680,000). Attachments: Exhibit 1- Quotes Exhibit 2- Microsoft EA Agreement Exhibit 3- Pricing Index Exhibit 4- Ordinance D. ID 15 -479 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Services Agreement for consulting services related to the development of a comprehensive master plan for the City of Denton Municipal Solid Waste Landfill Facility; providing for the expenditure of funds therefor; and providing an effective date (File 5837- awarded to Applied Ecological Services in the not -to- exceed amount of $110,000). The Public Utilities Board recommends approval (4 -0). City ofDenton Page 5 Printed on 611212015 City Council Meeting Agenda June 16, 2015 Attachments: Exhibit 1 -PUB Agenda Sheet Exhibit 2 -PUB Draft Minutes Exhibit 3- Ordinance Exhibit 4- Contract E. ID 15 -481 Consider adoption of an ordinance of the City of Denton Texas, authorizing the City Manager to execute the "Second Amendment to Professional Services Agreement" for further design and engineering services related to Phase 11 of the multiple -use field improvements at North Lakes Park; authorizing the expenditure of additional funds therefor in an amount not -to- exceed $122,500; providing an effective date (File 5273- awarded to Dunaway Associates, L.P. aggregating an amount not -to- exceed $303,670). Attachments: Exhibit 1- Original Contract First Amendment Exhibit 2- Ordinance and Contract F. ID 15 -482 Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number Three to the contract between the City of Denton and North Texas Contracting, Inc. for the US Hwy 380 Utility Relocations Project which consists of the installation of 9440 feet of water line and 6570 feet of sewer line paralleling US Hwy 380 from Bonnie Brae Street to Carroll Boulevard; providing for the expenditure of funds therefor; and providing an effective date (Bid 5190 -US Hwy 380 Utility Relocations- Change Order Number Three in the amount of $231,613.67 for a total contract award of $3,749,989.25). The Public Utilities Board recommends approval (7 -0). Attachments: Exhibit 1- Change Order Three Exhibit 2 -PUB Minutes Exhibit 3- Ordinance G. ID 15 -483 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 Tourist and Convention Fund of three hundred twenty -five thousand dollars ($325,000) for the purpose of funding startup costs for a Visitor Information Center in the Downtown Square; declaring a municipal purpose; providing a severability clause; providing an open meetings clause; and providing and effective date. H. ID 15 -484 Consider adoption of an ordinance adopting a Supplemental Agreement between the City of Denton and the Denton Chamber of Commerce (Convention & Visitors Bureau) (PY 2015) providing for the payment and use of Hotel Tax Revenue in support of a new Visitor Information Center. L ID 15 -506 Consider adoption of an ordinance of the City of Denton, Texas approving a First Amendment to a Reimbursement Agreement between the City of Denton, The Board of Directors of the Tax Increment Reinvestment Zone Number Two, City of Denton, Texas, and Westray Group, LP.; and providing an effective date. Attachments: Exhibit 1 - Westray Ord# 2014 -142 J. ID 15 -507 Consider approval of the minutes of: City ofDenton Page 6 Printed on 611212015 City Council Meeting Agenda June 16, 2015 April 21, 2015 April 28, 2015 Attachments: Exhibit 1 - April 21, 2015 Minutes Exhibit 2 - April 28, 2015 Minutes K. ID 15 -511 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 expenditure of funds; and providing for an effective date. Attachments: Exhibit 1- Ordinance Exhibit 2- Letter Agreement L. ID 15 -512 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 expenditure of funds; and providing for an effective date. Attachments: Exhibit 1- Ordinance Exhibit 2- Letter Agreement 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. SI15 -0011a Consider adoption of an ordinance of the City of Denton, Texas, on second reading, confirming and approving a Boundary Adjustment Agreement, with the City of Corinth, Texas, adjusting a mutual boundary of the cities not exceeding 1,000 feet; providing for severability; and providing an effective date. Attachments: Exhibit 1 - Letter from Applicant Exhibit 2 - Approved Detail Plan Exhibit 3 - Revised City Limits Line Exhibit 4 - Boundary Adjustment Agreement Exhibit 5 - Ordinance B. ID 15 -446 Consider adoption of 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 for solar generated electrical energy, capacity and environmental attributes between the City of Denton, Texas and Bluebell Solar, LLC., a Delaware limited liability company; approving and authorizing the acceptance and approval by the City Manager and City Attorney, or their respective designees, of guaranties and letters of credit issued by Bluebell Solar, LLC and NextEra Energy Capital Holdings, Inc., a corporation further securing the obligations of Bluebell Solar, LLC. To the City for the benefit of the City; approving the execution of such other and further related documents, including, without limitation, interconnection agreements, certificates, assignments, licenses, directions, instruments, instructions, confirmations, statements, and any other document deemed necessary to effectuate this transaction 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 City ofDenton Page 7 Printed on 611212015 City Council Meeting Agenda June 16, 2015 Denton, Texas, its Mayor, its City Council members, its City Manager, and its City Attorney and their collective delegated designees 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 several of said documents involved in this transaction 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 Purchase Power Agreement, exempting the procurement of electricity from the requirements of competitive bidding; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; that the purchase of capacity and energy made by the City under the terms of this Power Purchase Agreement are in the public welfare; authorizing the expenditure of funds therefore; providing an effective date. C. ID 15 -455 Consider adoption of an ordinance of the City of Denton, Texas approving an Economic Development Program Grant Agreement between the City of Denton, the Board of Directors of Tax Increment Reinvestment Zone Number Two of Denton, Texas, and Denton - Tarrant PRW, LLC; and providing an effective date (Project Ranger One). The Economic Development Partnership Board recommends approval. Attachments: Exhibit 1 - TIRZ 2 Proiect Plan Exhibit 2 - Westray Ord# 2014 -142 Exhibit 3 - Resolution R91 -008 Exhibit 4 - Ranger One Incentive Analysis D. A15 -0012c Consider adoption of the ordinances of the City of Denton, Texas on second reading to involuntarily annex approximately 574.75 acres of land contained eight (8) of the fifteen (15) annexation areas. Four (4) of the annexation areas include approximately 440.19 acres of land and are primarily located within the 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 (4) areas include approximately 134.56 acres of land and are considered unincorporated ETJ pockets located within the body of the City of Denton's corporate limits and are identified as DH2, DH3, DH4, and DH 11; providing for a penalty in the maximum amount of $2000.00 for violations thereof, severability and an effective date. (A15- 0012c) Attachments: Exhibit 1 - 2015 Annexation Service Plan Exhibit 2 - Map and Descriptions 06.12.15 Exhibit 3 - Ordinances E. ID 15 -486 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on the east side of North Locust Street from its intersection with Parkway Street to its intersection with East University Drive; 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 City ofDenton Page 8 Printed on 611212015 City Council Meeting Agenda June 16, 2015 date. The Traffic Safety Commission recommends approval (3 -2). Attachments: Exhibit 1 Site Map Exhibit 2 Examples of Parking Encroachments Exhibit 3 Notice to Residents and Property Owners Exhibit 4 Door Hangers Exhibit 5 Citizen Responses Exhibit 6 Excerpt from Draft Traffic Safety Commission Minutes Exhibit 7 Ordinance F. ID 15 -505 Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on both sides of West Mulberry Street from 8:00 a.m. until 6:00 p.m. on Monday through Friday from its intersection with Cedar Street to its intersection with Carroll Boulevard; providing a repealer clause; providing a savings clause; providing 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 Site Plan Exhibit 2 June 8, 2015 Traffic and Safety Commission Meeting Draft Minutes Ex Exhibit 3 Ordinance G. ID 15 -513 Consider adoption of an ordinance amending Initiative Ordinance No. 2014 -01, "Prohibition of Hydraulic Fracturing "; to declare the City's non - enforcement of same; or consider adoption of an ordinance declaring the City's non - enforcement of Initiative Ordinance No. 2014 -01; and providing for an immediate effective date. Attachments: Exhibit 1 Ordinances 6. PUBLIC HEARINGS A. DCA14 -0009 Continue a public hearing and consider adoption of an ordinance amending h 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- 0009h). 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. City ofDenton Page 9 Printed on 611212015 City Council Meeting Agenda June 16, 2015 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 - cleat 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 Minutes Exhibit 11 - Gas Well Amendments Ordinance 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. B. Possible Continuation of Closed Meeting of Closed Meeting topics, above posted. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2015 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE 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 10 Printed on 611212015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -490, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM /ACM: Jon Fortune Date: June 16, 2015 SUBJECT Receive a report, hold a discussion and give staff direction regarding a proposed convention center and hotel project by O'Reilly Hotel Partners Denton (OHPD) to be located in the Rayzor Ranch development project, including a discussion and possible recommendation on economic incentives. BACKGROUND Recently, the City was contact by O'Reilly Hotel Partners Denton (OHPD) about their plans for the development of a hotel and convention center to be built in the Rayzor Ranch Town Center. Their plans include the construction a 285 -318 room Embassy Suites Hotel, an approximate 70,000 square foot convention center, and a Houlihan's restaurant. The anticipated convention center meeting space is approximately 37,850, the same size as was previously planned for their prior Denton project. The meeting space would be of sufficient size to accommodate conventions with up to 650 participants and a Grand Banquet room that will hold up to 1,750 people for banquet style events. The hotel and convention center would be managed by O'Reilly Hospitality Management (OHM). A schematic rendering of the project is provided in Exhibit 1. The footprint for the convention center and hotel are provided in Exhibit 2. Unlike the previous agreement with OHPD and The University of North Texas (UNT) where the City would fund and own the convention center, the current proposal by OHPD varies significantly. To begin, the City is not being asked to fund any element of construction, nor will the City own the convention center. As such, the City would not issue any debt for this project and will have virtually no financial risk. Another significant difference is the location. The current proposal is to develop the project at the Rayzor Ranch Town Center site, which will serve as a major anchor for the Town Center and capitalize on the synergy associated with the planned shopping, entertainment, and restaurants located nearby. The University is not a party to the current proposal. A draft site plan for the project at Rayzor Ranch Town Center is provided in Exhibit 3. To facilitate the development of this project, OHPD has approached the City to request performance based economic incentives. Specifically they are seeking the City's assistance from revenues generated from the hotel and convention center. This would include hotel occupancy taxes generated from the convention center hotel, property taxes derived from the taxable assessed value of the facility, and sales taxes generated from sales and concessions of the hotel and convention center. A unique element of performance based incentives such as these being requested, is that the developer only receives an incentive that is tied to the level of success of the project. OHPD assumes all risk associated with the development of the project and their ability to receive any City of Denton Page 1 of 2 Printed on 6/11/2015 File #: ID 15 -490, Version: 1 of these incentives would be conditioned on their producing the anticipated project revenue. A final element being requested is assistance from the City for the impact of sales taxes that OHPD will have to pay on construction of the convention center. OHPD has made this request due to the change in the nature of this proposal from their previous project where the City would have owned the convention center. As the City is a tax exempt entity, there would be no sales taxes generated from the City's construction of the convention center if we were the owner. However, since the City is not the owner of this project, OHPD will pay sales tax on construction materials, which is why they are requesting assistance from the City. The creation of a tax increment reinvestment zone is not necessary to implement the performance based incentives being requested. Instead, should the City Council choose to participate, the rebate of taxes derived from this project would be handled through a Chapter 380 economic agreement. In order to use hotel occupancy taxes for this project, the City must either own the convention center or have some management responsibility for the facility. Since the City would not own the convention center, it would be necessary for the City and OHPD to enter into a management contract to define the City's role for managing or marketing at the facility to distinguish its role from OHM'S management responsibilities. It is anticipated that the City's minor role in this regard will be handled via its contract with the Convention and Visitor's Bureau. The location of the hotel and convention center at the Rayzor Ranch Town Center falls within the boundary of the existing Chapter 380 agreement between the City and RED Development. Should the City Council choose to move forward with the convention center project, then it will be necessary to amend the 380 agreement with RED to remove the rebate of taxes that would instead be committed to OHPD. Staff is presenting this proposal to the City Council for your feedback and direction. Representatives from OHPD and RED are expected to be present at the June 16 work session to discuss the proposal and address any questions you may have. Should the City Council direct staff to proceed with the vetting of this project, staff will begin working on the necessary agreements and have those available for City Council consideration in late July or early August. EXHIBITS Exhibit 1 - Embassy Suites Hotel & Convention Center 3D Views Exhibit 2 - Embassy Suites Hotel & Convention Center Floor Plans Exhibit 3 - Embassy Suites Hotel & Convention Center Site Plan Respectfully submitted: Jon Fortune Assistant City Manager City of Denton Page 2 of 2 Printed on 6/11/2015 CO ca F- z z 0 F- z z 0 0 06 F- 0 CO W F- CO CO CO MQ cW O CO ca F- z z 0 F- z z 0 0 06 F- 0 CO W F- CO CO CO MQ cW O v m -C x LU E. ST EP 2 ti z cr- 0 0 -j LL U) LL ca� w uj 1�- Z uj 0 Z 0 1�- Z LU Z 0 C.) 06 —i LU 0 mc cn LU Cl) cn Cl) MQ LU A 8l Lu z 0 z LLI C) z ry w 0 N ry v m -C x LU rn 75 Z5 "All OR 9 0 ca� w uj 1�- z uj 0 Z 0 1�- Z LU Z 0 C.) 06 —i LU 0 cn LU H Q 0 co 0 Cl) i LL MM w 0 LLI A 8l z 0 z LLI z 0 N ...................... "", - Houlihan's Rest iura t area Hotel porte Tower CD ocher Convention Center �, , afE�iif�EiEi��a� ii +fii�o�Eiii�ii�+o- i�FN- E�iiio EF, aH flHO �H HIHHU+ H H-HG[H H-HE Site Plan 1 " = 200' gilly ----- n*eineht, LUI Exhibit "A" Exhibit 3 preliminary design for Embassy Suites Hotel and Convention Center Rayzor Ranch - Denton, Texas 4-29-15 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -433, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: June 16, 2015 SUBJECT Receive a report, hold a discussion, and provide staff direction concerning proposed revisions to the City of Denton strategic plan. BACKGROUND In April 2011, the City Council approved the first city -wide strategic plan for the City of Denton. The strategic plan was a product of the input generated from the 2008/2009 Citizen Survey, two City Council Planning Sessions, two Leadership Retreats, and a special appointed Strategic Planning Steering Committee. Following this effort, staff created a Strategic Plan Performance Report. This report was first published in March 2012, and it is updated on a periodic basis as part of the quarterly financial report. This report is sent to the City Council in a hard copy format, and it is also published electronically on the city's website for public viewing. The purpose of the report is to provide staff, the City Council, and the general public with information regarding the city's progress in achieving targeted levels of performance related to our goals and objectives identified in the strategic plan. In January 2014, the City Council participated in a two day retreat to discuss a number of issues, including potential updates to the strategic plan. Following this retreat, the City Council discussed several potential updates in June, and the revised Strategic Plan was approved by the City Council in September 2014 (Exhibit 1). Since a number of key changes were incorporated into the plan during this effort, staff is not proposing any changes to the document this fiscal year. However, staff is proposing a series of action steps for the coming year that are directly related to the Strategic Plan focus areas. In Exhibit 2, the proposed Strategic Plan action steps for FY 2015 -16 are shown, and the status of the FY 2014- 15 action steps are also included. The purpose of this discussion is to solicit City Council feedback on the draft strategic plan action steps for the coming year which will have a direct relationship to the proposed budget. Following this discussion, staff will incorporate the City Council's feedback into a complete document that will be submitted to the City Council for consideration as part of the budget process. EXHIBITS Exhibit l: FY 2014 -15 Strategic Plan City of Denton Page 1 of 2 Printed on 6/11/2015 File #: ID 15 -433, Version: 1 Exhibit 2: PowerPoint Presentation Respectfully submitted: Bryan Langley Assistant City Manager City of Denton Page 2 of 2 Printed on 6/11/2015 Ma III uuuuu uur I wuwuwuwuwuuu nnnn�lnnnnnn I EE Q) E -0 0 9 = 0 Q) 0 0 Q) 0 -E -FE 0 C) 0 VI 0 Q) V� 0 Ln V E 0 0 LA 4-J 4-J LA V 0 NO ry) 4-J 4-J . 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McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -451, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: June 16, 2015 SUBJECT Receive a report, hold a discussion and give staff direction regarding a potential Economic Development Chapter 380 Grant Agreement for Project Ranger One (Denton - Tarrant PRW, LLC). BACKGROUND Project Ranger One is a company that is seeking to acquire approximately 77 acres in the Westpark Tax Increment Reinvestment Zone Number Two (TIRZ 2) area. The end user is a regional, multi -state distribution facility for consumer products. Project Ranger One is an 800,000 + /- square foot distribution facility to be located on the west side of Western Boulevard, just north of Airport Road. The end user is regional retailer with multiple distribution facilities across the United States. This particular project would include approximately $130 million in capital investment, and would create 165 jobs with an annual payroll of around $7.2 million. The TIRZ 2 Project Plan (Exhibit 1) calls for approximately $14 million in public infrastructure improvements, with Phase I encompassing approximately $6.5 million of improvements, including: A 16" water line along Western Boulevard from Airport Road to Highway 380 A sewer line along Western Boulevard from Airport Road to Jim Christal Road Widening Western Boulevard from two lanes to four lanes, from Airport Road to Jim Christal Road Associated drainage improvements The City of Denton and the TIRZ 2 Board of Directors have an existing Reimbursement Agreement (Exhibit 2) with Westray Group LP (affiliated with Rayzor Investments), under which Westray has agreed to construct Phase 1 and the City and TIRZ 2 Board agree to reimburse Westray for the cost of those improvements with TIRZ 2 Funds. Project Ranger One is seeking to take over Westray's responsibility for Phase 1 Improvements (with the exception of traffic signals), and is seeking reimbursement for those improvements. Additionally, Project Ranger One is seeking an incentive for locating their project in Denton. The Economic Development Partnership Board, the TIRZ 2 Board, and the City Council have, over a period of several months, negotiated a potential economic development grant agreement with Project Ranger One, which accomplishes two objectives: (1) full reimbursement of the cost of Phase 1 improvements using a combination City of Denton Page 1 of 3 Printed on 6/11/2015 File M ID 15 -451, Version: 1 of funding mechanisms; and (2) after full reimbursement, an economic development incentive of 60% of the City's ad valorem tax revenue for a period of four years following full reimbursement of Phase 1 Improvements. The first term of the grant agreement ends when full reimbursement has occurred, and includes the following forms of reimbursement: (1) Up to $1,000,000 in reimbursement for water lines, utilizing the City's Water Development Plan Line Fund, pursuant to the City's Infrastructure Financing Policy adopted by Resolution 91 -008, attached as Exhibit 3. (2) Up to $865,000 in reimbursement for the sewer lines, utilizing the City's Wastewater Development Plan Line Fund, pursuant to the City's Infrastructure Financing Policy. (3) 100% of the locally collected Sales and Use Tax for construction materials, furniture, fixtures, and equipment for the construction of the project. (4) 100% of the tax increment collected in the TIRZ 2 Fund associated directly with the Ranger One Project, until full reimbursement occurs. This includes the City and County's 40% contribution to the TIRZ 2 Fund annually. (5) The City's remaining 60% of ad valorem revenue, until full reimbursement occurs. It is anticipated that full reimbursement will occur in approximately four years and will be an approximate amount of $6.5 million. The first year after full reimbursement, the second term of the grant agreement shall commence, and will include the following: (1) A 60% rebate of the City's ad valorem revenue for a period of four years, for an estimated total incentive of $1.7 million. A spreadsheet detailing the estimated grant payments is attached as Exhibit 4 Additionally, as a result of this proposed agreement, the Westray Reimbursement Agreement will be amended to exclude Phase 1 Improvements and to exclude the tax increment generated by Project Ranger One. This amendment will be considered by the City Council on June 16, 2015 and is placed on the Consent Agenda. A draft of this amendment is attached as Exhibit 6. OPTIONS The City Council may choose to approve or deny the proposed incentive grant. Project Ranger One will not locate in Denton if the grant is denied. RECOMMENDATION Staff recommends approval. ESTIMATED SCHEDULE OF PROJECT The preliminary and final plats for the project are scheduled to go to the Planning and Zoning Commission on June 17, 2015. Upon plat approval and approval of the construction plans for Phase IA, construction of the public infrastructure improvements will commence immediately. PRIOR ACTION/REVIEW (Council, Boards, Commissions) April 8, 2015 - Economic Development Partnership Board and TIRZ 2 Board recommended full reimbursement of Phase 1 Improvements with an additional incentive to be determined. June 2, 2015 - Economic Development Partnership Board recommended approval of the economic City of Denton Page 2 of 3 Printed on 6/11/2015 File M ID 15 -451, Version: 1 development grant agreement as proposed, with one exception: the recommendation included, for the second term of the grant, an incentive of 25% instead of 60 %. Project Ranger One countered that offer with a request for 60 %. June 8, 2015 - Public Utilities Board recommended the use of Development Plan Line Funds for this project. June 9, 2015 - The City Council gave staff direction to amend the grant agreement for the second term to include an incentive of 60 %. FISCAL INFORMATION The economic development grant agreement will encompass full reimbursement for Phase 1 Improvements, totaling approximately $6.5 million over approximately 4 years; and after full reimbursement, an incentive grant of 60% of the City's ad valorem tax revenue for a period of 4 years, estimated to total approximately $1.7 million. See Exhibit 4 for full detail. BID INFORMATION N/A F,XHIRITS 1 - TIRZ 2 Project Plan 2 - Westray Reimbursement Agreement 3 - Resolution 91 -008 - Infrastructure Financing Policy 4 - Ranger One Incentive Analysis 5 - Work Session Presentation 6 - Draft Amendment to Westray Reimbursement Agreement (under separate cover) 7 - Proposed Economic Development Grant Agreement (under separate cover) 8 - Draft Ordinance (under separate cover) Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Aimee Bissett Economic Development Director City of Denton Page 3 of 3 Printed on 6/11/2015 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D NQ TO( PDT" 9w . a1►�C11 ► Iii YA.[i ►a a I -I kXPLUMI" W W411 L Prepared October 2012 Finalized May 2014 •. lows George R. Schrader Larry D. . 4800 Broadway, Ste A Addison, TX 75001 972 -661 -1973 sc clikswbell.net October Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D IVAIMIM 8 '_ WIM 11 WMILVIRVAILTIM The City of Denton, Texas proposes to establish a Tax Increment Reinvestment Zone ( "TIRZ ") for the purpose of dedicating the increase in tax revenue generated within the TIRZ to provide funds for public infrastructure to encourage accelerated development in the largest industrially zoned area within the City. The TIRZ consists of approximately 800 acres and is more fully described in Project Plan Exhibit A. The City is creating this TIRZ to encourage accelerated development in this area of the City in an effort to stimulate new higher value, industrial development which would benefit and be incentivized from the proposed public infrastructure improvements. It is expected that the TIRZ will exist for twenty (25) years or the date when all project costs are paid, whichever comes first. As set forth in Section 311.011 of the Tax Increment Financing Act of the Texas Tax Code Ann., the Project Plan for Tax Increment Reinvestment Zone No. 2, Denton, Texas must and does include the following elements: showing proposed improvements to and proposed use of the property. • The boundaries of the TIRZ are shown on the map labeled Project Plan Exhibit: B; • Project Plan Exhibit: C shows existing land use within the TIRZ. Currently, the area is an industrial park that is generally undeveloped. Residential and multi- family development are not included in the list of eligible projects and TIRZ funds will not be used to reimburse the costs associated with any residential or multi- family development. ■ Project Plan Exhibit: DI lists and defines the public improvements being proposed for the TIRZ; ■ Project Plan Exhibit: D2 illustrates the major public improvements being proposed in the TIRZ. ■ Project Plan Exhibit: E shows anticipated Future Land Use within the TIRZ. Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D 2. Proposed changes of zoning ordinances, the master plan of the municipality, building codes, and other municipal ordinances. ■ Any changes to codes, ordinances, or master plan as a result of the creation of the TIRZ will be made through the standard process and procedures of the City. 3. A list of estimated non- project costs. ■ Non - project costs within the TIRZ are those infrastructure costs not paid for by the TIRZ. These costs will include, but are not limited to streets, utilities and drainage associated with residential and multi- family development. 4. A statement of a method of relocating persons to be displaced as a result of implementing the plan. ■ Although not anticipated, in the process of developing the TIRZ, any relocation will be made through the standard process and procedures of the City. 2 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D 1:=!M 01 11/:1:'11 .131 II_\ THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and the south right -of -way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21 a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; 3 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right - of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast corner and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalski, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; 4 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd. to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned. 5 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D 1 *111 1 1 a1 TIRZ Boundary Exhibit B: r This map is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet 0 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D EXHIBIT C Existing Land Use This map is a graphic representation prepared by the City of Denton and Is Intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet Commercial Vacant Lot 4. j Real Farmhouse DEN`I"O 7 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D I" . �; 1 Project P , PROJECT ESTIMATED COST Street Improvements and Traffic Signals $6,000,000 Utility / Drainage Improvements $5,000,000 Landscaping, Irrigation, and Entry $500,000 Monuments Engineering /Architecture and other soft $1,500,000 costs Support for Industrial Projects $1,275,430 TOTAL $14,275,430 Project Definitions Street Improvements and Traffic Signals: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of Transportation. Utilities and Drainage: includes the extension of water and wastewater lines along the right -of- ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Landscging, Irrigation, and Entry Monuments: includes all landscaping and irrigation required to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd. Engineering/Architecture, and other soft costs: professional services necessary to cause and support all described infrastructure improvements. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D IWq 00 8 11' Project I Prcqects Exhibit • Projects This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted, For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the Skate of Texas would need to be performed 9 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D Future Land Use EXHIBIT E This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy. supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 10 sAlegal \our documents \ordinances \14 \ord - westray agreement.doc Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 �•� • ISM AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF DENTON, THE BOARD OF DIRECTORS OF THE TAX INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY OF DENTON, TEXAS, AND WESTRAY GROUP, LP.; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Reimbursement Agreement, in substantially the form of the Reimbursement Agreement which is attached hereto and made a part of this ordinance, for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the r ..day of ° e4,1 , 2014. MARK A. BURROUGH,, I Y�)R ATTEST: JENNIFER WALTERS, CITY SECRETARY d r" Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Reimbursement Agreement THIS Reimbursement Agreement (this " Agreement") is entered into by the City of Denton, Texas, a home -rule Texas municipal corporation (the "City "), the Board of Directors of Reinvestment Zone Number Two, City of Denton, Texas (the "Board "), and Westray Group, LP, a Texas limited partnership ( "Westray'), to be effective as of May /�, 2014 (the "Effective Date "). ARTICLE I. RECITALS 1.1. WHEREAS, The City, the Board, and Westray are individually referred to as a "Party" and collectively as the "Parties "; 1.2. WHEREAS, pursuant to the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as amended (the "Act "), on December 18, 2012, the City Council of the City (the "City Council ") approved and adopted Ordinance No. 2012 -366, a copy of which is attached as Exhibit A (the "Zone Ordinance "), which, among other things, (1) created, established and designated Reinvestment Zone Number Two, City of Denton, Texas (the "Zone "), (2) established the Board, (3) established a tax increment fund (herein, the "Tax Increment Fund "; also called the "TIF" in the below defined County Participation Agreement) into which the City, for itself and for County, pursuant to the Act, will deposit the City's and County's respective Tax Increments produced from the real property within the Zone, such Tax Increment deposits to be collected and disbursed for the sole and exclusive purpose of reimbursing Westray and the City for costs authorized by the Act, including interest accruing thereto, and (4) defined the Tax Increment deposit obligations for the City and the County; 1.3. WHEREAS, Westray's affiliates Rayzor Investments, Ltd. and Westpark Group, LP (collectively the "Rayzor Owners ") own certain real property in Denton County, Texas (the "County ") within the Zone consisting of approximately 738.26 acres of land, as more particularly described on Exhibit B (the "Rayzor Property "); 1.4. WHEREAS, the Rayzor Property lies within the City's corporate limits and the boundaries of the Zone; 1.5. WHEREAS, the City Council finds that the contemplated development and use of certain Public Improvements in accordance with this Agreement will significantly enhance the value of all taxable real property in the Zone and will result in benefits to the City, its residents, and property owners, in general and to the Rayzor Property, residents and other property owners within the Zone; 1.6. WHEREAS, although neither Westray nor the Rayzor Owners are in the development business and will not themselves be expected to develop any parcels, the Rayzor Owners desire to sell tracts with the Zone so that purchasers can proceed with the development of commercial and industrial projects on land within the Zone and, to facilitate the same, Page 1 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Westray and the Rayzor Owners desire that the Public Improvements be constructed as soon as possible, even prior to the time that City can issue bonds or incur other obligations to pay the costs of such Public Improvements; 1.7. WHEREAS, pursuant to the Act, the City and the County entered into that certain Tax Participation Agreement, a copy of which is attached as Exhibit C (the "County Participation Agreement "), which, among other things, obligates the County to pay to the City, for each calendar year, the County's Tax Increment due for such year, and obligates the City to deposit such County Tax Increment deposits into the Tax Increment Fund; 1.8. WHEREAS, pursuant to the Act, on the Board recommended to the City Council approval of Reinvestment Zone Number 7 wc, 1,11 of Denton, Texas, Final Project Plan and Final Financing Plan for the Zone, a copy of which is attached as Exhibit D (the "Final Plan "); 1.9. WHEREAS, pursuant to the Act, : the City Council approved and adopted Orclirtancc i o, /, ` ?which, among other things, approved the Final Plan and approved and directed the execution of this Agreement; 1.10. WHEREAS, the Parties intend for the rights, duties, and obligations of the Parties under the Zone Ordinance, County Participation Agreement, and Final Plan to be incorporated as part of this Agreement; 1.11. WHEREAS, Terms used in this Agreement that have their initial letters capitalized shall have the meanings given to them in the applicable Sections of this Agreement or the Final Plan, as applicable; and 1.12. WHEREAS, the RECITALS contained in this Agreement: (1) are true and correct as of the Effective Date; (2) form the basis upon which the Parties negotiated and entered into this Agreement; and (3) reflect the final intent of the Parties with regard to the subject matter of this Agreement. The Parties have relied upon the RECITALS as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the RECITALS, would not have entered into this Agreement. NOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL OBLIGATIONS OF THE PARTIES SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS: 2.1 Incorporation by Reference. The rights, duties, and obligations of the Parties under the Zone Ordinance, County Participation Agreement, and Final Plan are incorporated as rights, duties, and obligations of the Parties under this Agreement as if fully set forth in this Agreement. Page 2 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.2 Administrative and Pre - Development Costs The parties acknowledge that City and Westray have incurred costs for work predating the Effective Date hereof in contemplation of and contribution to the Zone, such costs to be addressed as follows: 2.2.1 Pre -TIRZ Administrative Costs. The City has paid or incurred Pre -TIRZ Administrative Costs as described on Exhibit E attached hereto. The City shall submit to the Board (with a copy to Westray) evidence (in reasonable detail) of such Pre -TIRZ Administrative Costs paid or incurred by the City. If the Board verifies that the City paid or incurred the Pre -TIRZ Administrative Costs, then the City shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on Pre -TIRZ Administrative Costs. 2.2.2 Administrative Costs. The City will pay or incur on an annual basis Administrative Costs for the administration of the Zone (including costs related to the Board). The City shall submit to the Board (with a copy to Westray) evidence (in reasonable detail) of the actual Administrative Costs paid or incurred by the City. If the Board verifies that the City paid or incurred the Administrative Costs, then the City shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on such Administrative Cost. 2.2.3 Pre - Development Costs. Westray has paid or incurred Pre - Development Costs as described on Exhibit F attached hereto. Westray shall submit to the Board (with a copy to the City) evidence (in reasonable detail) of such Pre - Development Costs paid or incurred by Westray. If the Board verifies that Westray paid or incurred the Pre - Development Costs, then Westray shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on Pre - Development Costs. 2.3 The Public Improvements. 2.3.1 Agreed Scope of Public Improvements. The Public Improvements hereunder shall be divided into three separate phases ( "Phase I ", "Phase II" and "Phase III ", respectively, and collectively or generically, the "Phase(s)"). The Final Plan contains descriptions of the Public Improvements for each such Phase which have been agreed upon by the Parties. The descriptions of the Phase I Public Improvements are contained in Exhibit G-1 attached hereto. The descriptions of the Phase II Public Improvements are contained in Exhibit G-2 attached hereto. The descriptions of the Phase III Public Improvements are contained in Exhibit_ G-3 attached hereto. Such descriptions of the Phases are intended to be sufficient to show and identify the overall basic configuration, layout, nature, extent, capacity, complexity, connectivity, functionality and all other critical design and fundamental aspects of the Public Improvements and the various components thereof for each Phase (the "Agreed Preliminary Descriptions "). 2.3 .2 Project Costs for Public lnnproveinepts. "Project Costs" as used herein shall mean, with respect to each Phase, all costs arising in connection with the design, Page 3 IMHURSEMEN'r AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 development and construction of such Public Improvements and shall include, without limitation, all costs of design, engineering, materials, labor, construction, inspection and testing, legal and other consulting fees, all payments arising under any contracts entered into by Westray pursuant to this Agreement, all costs incurred in connection with obtaining governmental approvals, certificates or permits (including any building permit fees) required as a part of any contracts entered into in accordance with this Agreement and all related legal fees incurred in connection therewith. Project Costs shall not include, however, the cost of any land pertaining to the Public Improvements. Based on the Agreed Preliminary Descriptions, the Parties have agreed that the maximum anticipated Project Costs for each Phase of the Public Improvements are as set forth in the schedule of costs and expenses attached hereto as Exhibit H -1 (for Phase I), Exhibit H -2 (for Phase II) and Exhibit H -3 (for Phase III) (which cost schedules are also included in the Final Plan) (collectively, the "the Cost Schedule "). The Project Costs shown in the Cost Schedule are preliminary estimates only and Westray is not obligated to incur or spend such amounts. 2.3.3 Obligation to Construct Public Improvements. Westray agrees to construct the Public Improvements for Phase I (and such subsequent Phases of the Public Improvements as Westray may elect as discussed below), pursuant to the final approved Construction Plans and Specifications for such Phases, and to provide and furnish, or cause to be provided and furnished, all materials and services as and when required in connection with the construction of the applicable Public Improvements. Westray will obtain all necessary permits and approvals from the City and all other governmental officials and agencies having jurisdiction (including the approvals required under this Agreement), provide supervision of all Phases of construction of the Public Improvements, provide periodic reports as may be reasonably requested and required by Board with copies to the City. Westray's obligation to proceed with the construction of the Phase I Public Improvements is conditioned on the Parties' mutual approval of the Construction Plans and Specifications for the Phase I Public Improvements, and all other terms and conditions contained in this Agreement. Subject to satisfying all conditions herein with respect to proceeding with the Public Improvements for Phase I, the Public Improvements for Phase I may be referred to as the "Minimum Improvements ". 2.3.4 Option to Construct Additional Phases. Westray may, but is not obligated under this Agreement to, construct additional Public Improvements under Phase II and Phase III, subject to the Parties' mutual approval of Construction Plans and Specifications for such Public Improvements. If Westray desires to proceed with such Public Improvements, Westray shall give written notice thereof ( "Proceed Notice ") to the Board and the City of its election to proceed with the applicable Phase, in which case the Parties shall proceed with developing Construction Plans and Specifications for the applicable Public Improvements as provided below. The Proceed Notice for Phase II and /or Phase III may be sent at any time during the term of this Agreement; provided, however, at any time prior to Westray's delivery of the Proceed Notice for either such Phase, City may, but shall have no obligation to, deliver notice (the "Alternative Builder Notice ") to Westray that City desires to proceed with the Public Improvements for such Phase through a reimbursement agreement similar to this Agreement with another party or Page 4 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 otherwise cause such Public Improvements to be completed through other means (the "Alternative Build- Out "), and unless Westray delivers a Proceed Notice to the City whereby Westray elects to build such Public Improvements itself pursuant to the provisions of this Agreement within thirty (30) days after the Alternative Builder Notice is sent, then the City may proceed with the Alternative Build -Out and Westray will have no further right to send a Proceed Notice for such Public Improvements so long as the City actually proceeds and diligently pursues completion of such Public Improvements pursuant to such Alternative Build -Out. Subject to the express terms hereof for reimbursement of Project Costs to Westray for Phase II and Phase III Public Improvements if Westray sends Proceed Notices with respect thereto, City has no obligation to construct the Public Improvements for Phase II or Phase III or to provide for any Alternative Build -Out or to reimburse any other party for costs relating thereto (other with respect to rights assigned to a permitted assignee of Westray as permitted under Section 2.11 below). 2.3.5 Construction Plans and _ Specifications. The Agreed Preliminary Descriptions will be utilized as the basis upon which detailed construction plans and specifications (suitable for purposes of obtaining applicable permits and bidding out specific work) for the Public Improvements for each applicable Phase will be developed (the "Construction Plans and Specifications "). The Parties agree to act reasonably and in good faith in developing and approving the Construction Plans and Specifications for each applicable Phase. Westray shall prepare or cause to be prepared proposed Construction Plans and Specifications for the applicable Public Improvements for presentation to the Board and City prior to the commencement of construction or implementation of the Public Improvements for any Phase, which proposed Construction Plans and Specifications must be submitted to and approved by the City and all other regulatory authorities having jurisdiction, and shall be in accordance with the City's development regulations, as set forth in the Denton Development Code, as amended, and all other applicable ordinances, regulations, and procedures of the City, as amended. Once the City and Board have approved Construction Plans and Specifications for any Phase of the Public Improvements, no changes thereto can be made without the express written approval of the City, the Board and Westray. Westray will proceed in developing Construction Plans and Specifications for the Phase I Public Improvements promptly after the full execution of this Agreement. Westray need not proceed in developing Construction Plans and Specifications for the Phase II and /or Phase III Public Improvements unless and until the Proceed Notice for such applicable Phase is given. 2.4 Conveyance of Easements. Except as provided immediately below, the parties acknowledge that all Public Improvements will be located within existing City right -of -way or other property owned by the City, and accordingly, it is expected that only limited easement and /or land dedication rights will be necessary with respect to the Public Improvements. The only areas in which Public Improvements will actually be located on Rayzor Property and not within existing City right -of -way or other property owned by the City, and accordingly in which the City will need perpetual easement or land dedication rights to own and maintain the Public Improvements, are those areas specifically identified in Exhibit I (the "Easement Areas "). Upon completion of the Public Improvements for any Phase and in connection with the dedication Page 5 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 thereof to the City as discussed below, Westray shall cause the Rayzor Owners (as applicable) to grant permanent easement rights and /or dedicate land within any Easement Areas that are applicable to the Public Improvements so completed and located on Rayzor Property (if easement or dedication rights have not already been granted to the City in such areas). The Parties agree to diligently negotiate and pursue applicable agreements for easements, dedications and /or rights -of -way which are necessary within the Easement Areas pursuant to applicable instruments in form and substance reasonably satisfactory to the Rayzor Owners and the City, and consistent with easement or other applicable instruments historically completed between the Rayzor Owners and the City ( "Improvement Easements) "); provided, however, that any agreement between City and Westray concerning such easements, rights -of -way or similar property interests shall be effective only by the delivery of executed instrument to be made of record; and provided, further, that no Improvement Easements (and no obligation to convey the same) are agreed to or given except as expressly provided above. Without limitation, neither Westray nor the Rayzor Owners shall have any obligation to grant any easement rights in any areas outside of the Easement Areas. With respect to any Public Improvements located on or adjacent to property owned by the City, the City shall grant Westray, at no cost, all required temporary construction and access easements reasonably necessary to install the Public Improvements. Further, with respect to Public Improvements to be located on lands other than the Rayzor Property and City right -of -way or other lands owned by the City, it shall be the City's responsibility to obtain necessary easement rights in such areas for the location of the Public Improvements. 2.5 Construction and Completion. Westray is authorized to proceed with the construction of the Public Improvements for any Phase upon the approval of Construction Plans and Specifications therefor by the Board and the City, and Westray's obtaining all applicable construction and related or similar permits, as applicable (the "Applicable Permits "), from all applicable governmental authorities. Notwithstanding anything herein to the contrary, Westray may elect to terminate this Agreement at any time prior to the issuance of a building permit for the Phase I Public Improvements and commencement of construction thereunder, by giving City written notice of termination. In such case this Agreement will be null and void and of no further force and effect. 2.5.1 Advancement of Costs. Westray will advance sufficient funds to pay all Project Costs incurred for each applicable Phase of the Public Improvements as such costs become due and payable. 2.5.2 Completion. Following the completion of each Phase of the Public Improvements and the acceptance thereof by the City (as evidenced by a "Certificate of Completion" to be issued by the City acknowledging that the Public Improvements have been completed in accordance with the terms of this Agreement), Westray shall convey the Public Improvements to the City and grant applicable easement rights in the applicable Easement Areas by an Improvements Easement reasonably acceptable to both parties and consistent with the provisions of Section 2.4 above. Conveyance of applicable Public Improvements to the City shall include an assignment of all contractors' warranties, if any, and shall be without recourse to Westray. Prior to the acceptance of such conveyances by the City, Westray shall provide the City with releases Page 6 RE-IMBURSEMEN'r AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 from all prime contractors, major subcontractors, and major suppliers who have provided labor and materials for the Public Improvements showing that they have been paid in full for such labor and materials. City shall issue the Certificate of Completion so long as Westray complies with the provisions contained above. 2.5.3 Verification of Project Costs. Upon receipt of a Certificate of Completion for Public Improvements, Westray shall submit to the Board (with a copy to the City) evidence (in reasonable detail) of the actual Project Costs of such Public Improvements paid or incurred by Westray ( "Project Costs Submittal "). If the Board verifies that Westray paid or incurred the Project Costs, then Westray shall be reimbursed for such actual Project Costs, plus Interest thereon (as provided below), from the Tax Increment Fund as provided in Section 2.7.4. The Board shall at all times act reasonably and in good faith in verifying Project Costs incurred or paid by Westray and shall, with in thirty (30) days after the Project Costs Submittal, issue a written confirmation of its approval of the Project Costs submitted for verification ( "Confirmation of Verified Costs" and the Project Costs so verified, the "Verified Project Costs ") and /or deliver to Westray written notice of its refusal to verify any such Project Costs so submitted specifying in reasonable detail which Project Costs it is refusing to verify and the grounds for such refusal ( "Verification Denial" and the Project Costs so denied, the "Denied Project Costs "). The Board agrees to act reasonable and in good faith with Westray in order that Westray can address the issues that have resulting in a Verification Denial so as to be able to resubmit such Denied Project Costs for re- evaluation by the Board. 2.5.4 Reliance, Indemnification. The Board and the City shall be entitled to rely on the information provided by Westray and Westray's assignees in verifying costs and seeking reimbursement for such costs from the Tax Increment Fund and are under no duty or obligation to independently verify the truth, accuracy, or completeness of such information. Westray and its assignees release, hold harmless, and indemnify the Board and the City (and their respective elected and appointed members, officers, and employees) from any claims by third parties to the costs for which Westray or its assignees seeks reimbursement pursuant to this Agreement. 2.5.5 Interest on Project Costs. All Verified Project Costs for which a Confirmation of Verified Costs has been issued shall bear interest, from and after the date the Confirmation of Verified Costs was issued until repayment of such Project Costs, at the rate of five percent (5 %) per annum ( "Interest "). Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and the actual days elapsed (including the first day but excluding the last day). The anticipated Interest to be paid on the Project Costs is shown in the Cost Schedule. 2.6 Reimbursement of Verified Protect Costs. Upon issuance of a Confirmation of Verified Costs, and subject to the priority of payments as set forth in Section 2.7.4 below, City shall begin repaying Verified Project Costs, plus Interest thereon, to Westray to the full extent of available funds in the Tax Increment Fund, and shall continue such repayment until all such amounts are repaid in full. Page 7 IMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.7 Tax Increment Fund. The City shall create and fund the Tax Increment Fund in accordance with the Zone Ordinance and the Participation Agreement. 2.7.1 Tax Increment. Pursuant to the Zone Ordinance and the Participation Agreement, and in accordance with Section 311.012 of the Texas Tax Code, Ch. 311, Tax Increment Financing Act: (i) the "Tax Increment Base" for the Zone shall be the appraised value of all real property located within the Zone for calendar year 2012, (ii) the "Captured Appraised Value" shall be the total appraised value of all real property located within the Zone for any calendar year after 2012, less the Tax Increment Base, (iii) the City has agreed to pay into the Tax Increment Fund, for each calendar year after 2012, an amount calculated as a millage rate per $100 of Captured Appraised Value in the Zone for such year that equals 40% of the City's tax rate for such year and (iv) the County has agreed to pay into the Tax Increment Fund, for each year after 2012, an amount calculated as a millage rate per $100 of Captured Appraised Value in the Zone for such year that equals 40% of the County's tax rate. The amounts to be paid into the Tax Increment Fund by the City and County, respectively, under items (iii) and (iv) above for any year, are referred to herein as the "Tax Increment" for such year. 2.7.2 Deposit of Tax Increment. For each year beginning with the 2013 calendar year and each calendar year thereafter, the City shall deposit its Tax Increment for such calendar year into the Tax Increment Fund, which payment shall be made not later than ninety (90) days after the delinquency date for property taxes assessed and due for such year. The City shall invoice the County for the County's Tax Increment owed for each such year no later than 30 days after the delinquency date for property taxes assessed and due for such year, and cause the County to pay such Tax Increment to the City not later than ninety (90) days after the delinquency date for property taxes assessed and due for such year, and City shall promptly upon receipt thereof deposit such amounts into the Tax Increment Fund. 2.7.3 Separate Account. The City shall maintain the Tax Increment Fund as a segregated account which shall not be commingled with any other funds of the City. The Tax Increment Fund shall be invested in the same manner as other municipal funds, and all interest earned shall be part of the Tax Increment Fund. 2.7.4 Disbursements. The City shall only make disbursements from the Tax Increment Fund for the purposes and in the priority set forth below. Disbursements shall be made from the Tax Increment Fund no less frequently than biannually each May 15th and November 15th beginning in calendar 2014, but not prior to the Effective Date hereof, and subject to the terms and conditions of this Agreement. Disbursements from the Tax Increment Fund shall be made only for the following purposes and only in the following order of priority unless otherwise approved by the City and Westray: 2.7.4.1 FIRST, to pay all current debt service due under any outstanding TIRZ Bonds; 2.7.4.2 SECOND to reimburse the City for Pre -TIRZ Administrative Costs; Page 8 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.7.4.3 THIRD, to reimburse the City for Administrative Costs; 2.7.4.4 FOURTH, to reimburse Westray for Pre - Development Costs; 2.7.4.5 FIFTH, to reimburse Westray for Verified Project Costs as provided for herein; 2.7.4.6 SIXTH, to reimburse Westray for Interest on Verified Project Costs, as provided for herein; and 2.7.4.7 SEVENTH, to reimburse Westray for the costs of additional public improvements (beyond Phases 1 - 3), if any, approved by amendments to the Final Plan. 2.7.5 The City shall maintain complete books and records showing all deposits to and disbursements from the Tax Increment Fund, which books and records shall be kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination and copying by Westray during normal business hours. The City shall maintain such books and records throughout the term of this Agreement and for two years thereafter, or such longer period as may be required by law. 2.8 Conditions of Reimbursement. The City shall not make disbursements from the Tax Increment Fund to reimburse Westray for any Project Cost or pay interest on any Project Costs for Public Improvements constructed by Westray unless and until Westray has completed all of the Phase I Public Improvements by not later than twenty -four (24) months from the date final Construction Plans and Specifications have been approved hereunder and Applicable Permits issued for the Phase I Public Improvements, subject to reasonable extensions for Force Majeure Events (as hereinafter defined). Westray will not be liable or in breach of or default under this Agreement for any delay or failure of performance resulting from anything beyond the reasonable control of Westray (a "Force Majeure Event "), including, but not limited to, acts of God; acts of civil or military authority; acts of a public enemy; war; terrorism; severe weather, earthquakes, or floods; fires or explosions; governmental action or regulation; strikes, lockouts, or other work interruptions or labor shortages; supplier shortages; transportation and delivery delays; or blocked access rights (but in all cases excluding causes which can be controlled by the expenditure of money in accordance with good business practices). So long as Westray diligently and continuously attempts to cure the non - performance caused by the Force Majeure Event, the time for performance shall be extended commensurate with the duration of the Force Majeure Event. 2.9 Westray understands and agrees that all payments of Project Costs, plus Interest where applicable, shall be made solely from the Tax Increment Fund and from no other funds of the City or the County unless otherwise approved by their respective governing bodies, and the Tax Increment Fund shall only be used to pay Project Costs, plus Interest, where applicable. The City shall only pay for actual costs incurred by Westray for Project Costs, and Interest thereon, up to the maximum Project Costs and Interest identified in Cost Schedule. Page 9 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.10 Sale of Bonds. Subject to the satisfaction of conditions set forth in this Section, the City may — but is not required to - issue tax increment bonds or other obligations ( "TIRZ Bonds "), in its sole discretion, which are secured by and payable from the Tax Increment Fund, for the purposes of acquiring or constructing Public Improvements and /or the reimbursing Westray for Project Costs, and to pay costs related to the issuance, sale and delivery of such TIRZ Bonds (including, but not limited to, amounts necessary to fund a reserve fund for the TIRZ Bonds and capitalized interest). Westray may request issuance of TIRZ Bonds by filing with the City a list of the Public Improvements to be funded with the Bonds and the estimated costs of such Public Improvements. The issuance of TIRZ Bonds is subject to the following conditions: 2.10.1 The adoption of a Final Plan for the Zone by the City Council and the Board that identifies the Public Improvements that are to be funded through TIRZ Bonds proceeds, and the Project Costs of the Public Improvements to be so funded. 2.10.2 The aggregate principal amount of TIRZ Bonds issued and to be issued shall not exceed amounts sufficient to fund the Public Improvements. 2.10.3 Each series of TIRZ Bonds shall be in an amount estimated to be sufficient to fund the Public Improvements or portions thereof for which such Bonds are being issued. 2.10.4 Approval by the Texas Attorney General of the TIRZ Bonds and registration of the Bonds by the Comptroller of Public Accounts of the State of Texas. 2.10.5 The Rayzor Owners are current on all taxes, fees and obligations owed by them to the City. 2. 0.6 Westray is not in default under this Agreement. 2.10.7 No outstanding TIRZ Bonds are in default and no reserve funds have been drawn upon that have not been replenished. 2.10.8 Review and approval by the City of the plats and final Construction Plans and Specifications for the Public Improvements. 2.10.9 The Board has certified that the costs of the Public Improvements to be paid from the proceeds of the TIRZ Bonds are eligible to be paid with the proceeds of such TIRZ Bonds. 2.10.10 The Public Improvements to be financed by the TIRZ Bonds have been or will be constructed according to the approved Construction Plans and Specifications. 2.10.11 The City's evaluation and determination that there will be no negative impact on the City's creditworthiness, bond rating, access to or cost of capital, or potential for liability. Page 10 IMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.10.12 The City has determined that the amount of proposed TIRZ Bonds and the structure, terms, conditions and timing of the issuance of the TIRZ Bonds are reasonable for the Project Costs to be financed and the degree of development activity within the TIRZ, and that there is sufficient security for the TIRZ Bonds to be creditworthy. 2.10.13 The maximum maturity for TIRZ Bonds shall not exceed 30 years from the date of delivery thereof. 2.10.14 The final maturity for any TIRZ Bonds shall be not later than 60 years from the date of this Agreement. 2.10.15 Unless otherwise agreed to by the City, the TIRZ Bonds shall be sold and may be transferred or assigned only in minimum denominations of $100,000 or integral multiples of $1,000 in excess thereof; provided that the limitation on transferability or assignment shall not apply (A) if the TIRZ Bonds are assigned a rating of not less than rated "BBB" by Standard & Poor's Ratings Services, a division of The McGraw -Hill Companies, Inc., "Baa" by Moody's Investors Service, Inc., "BBB" by Fitch Ratings, or an equivalent rating by a nationally recognized municipal securities rating service acceptable to the City, and (B) upon compliance with applicable securities laws. 2.10.16 No information regarding the City, including without limitation financial information, shall be included in any offering document relating to TIRZ Bonds without the consent of the City. 2.10.17 City is satisfied that the Public Improvements for which such TIRZ Bonds are issued either have been completed or will be completed by Westray with Westray advancing all Project Costs in connection therewith. 2.10.18 Westray agrees to provide periodic information and notices of material events regarding Westray and Westray's activities within the Zone in accordance with Securities and Exchange Commission Rule 15cc2 -12. 2.10.19 The TIRZ Bonds meet all requirements of Texas Tax Code Section 311.015 as amended. 2.11 Successors and Assigns. 2.11.1 City and the Board acknowledge that the Rayzor Owners will be selling and conveying lots and /or tracts within the Rayzor Property ( "Sale Tracts ") to third party developers, users or other persons (any such grantee being referred to as a "Rayzor Purchaser "). Rayzor Owners shall be free to sell Sale Tracts to Rayzor Purchasers without the need of any consent of the City or the Denton Zone. Unless a Rayzor Purchaser is expressly designated in a recorded instrument to be a Designated Successor (as herein after defined), then: (i) in no event shall any such Rayzor Purchaser or the Sale Tract acquired by it be subject to or encumbered by the obligations under this Agreement, Page 11 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 it being agreed that all such obligations are personal and those of Westray only; provided, only, however, if an Improvement Easement has actually been executed and recorded in the Public Records which affects the Sale Tract so sold, such Sale Tract shall be subject to the easement rights granted under such Improvements Easement and (ii) in no event shall any Rayzor Purchaser inure to any right to receive reimbursement of Project Costs or Interest or any other amounts payable to Westray under this Agreement. 2.11.2 Notwithstanding the above, Westray may at its option assign its rights and obligations hereunder, from time to time and in whole or in part, to any person or entity that acquires all or any portion of the Rayzor Property or that has a contract right to acquire same, but only if Westray expressly designates such person or entity to succeed to such rights and obligations (a "Designated Successor ") pursuant to a written instrument executed by Westray and recorded of public record. The assignment must be in writing, recorded in the public records must obligate the Designated Successor to be bound by this Agreement. A copy of the assignment shall be given to the City within 30 days after its effective date; however, City consent to the assignment is not required. Upon the effective date of any such assignment and notice to the City, Westray shall be released from performing the duties or obligations that are assigned and that arise after the effective date or the date that the City receives notice of the assignment, whichever later occurs; however, Westray is not released from any liabilities that arose prior to the effective date or date of notice to the City, whichever later occurs, unless the City and the Board agree. Such assignment may include the right to receive future reimbursements in the same manner as Westray; provided, however, Westray may retain the right to be reimbursed for actual costs of Project Costs which are then accrued and vested in the Westray. 2.11.3 In addition to and separate from the right of Westray to assign its rights and obligations under this Agreement as provided above, Westray's right to reimbursement from the Tax Increment Fund pursuant to Section 2.7.2 may be assigned, from time to time and in whole or in part, to any person or entity without the consent of the City but with notice to the City, including a copy of the assignment. The assignment shall include a representation and warranty by Westray that Westray has full power and authority to execute the assignment and that the rights assigned are not subject of any claims by third parties. The assignment shall also provide that Westray and its assignees agree to release, hold harmless, and indemnify the City (and its elected officials, officers, and employees) from any claims by third parties to the rights being assigned. The right of any assignee under this section to reimbursement from the Tax Increment Fund is conditioned on (i) receipt of notice of assignment by the City and (ii) inclusion of the aforementioned hold harmless and indemnity provisions in the assignment document, a copy of which shall be provided to the City. ARTICLE 3. REPRESENTATIONS AND WARRANTIES. 3.1 Westray. Westray represents and warrants to the other Parties that (1) Westray is an affiliate of the Rayzor Owners; (2) Westray has full lawful right, power and authority to Page 12 RE"IM€ URSEMENr AGREEMEN'r Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 execute and deliver and perform the terms and obligations of this Agreement; (3) the execution and delivery of this Agreement has been duly authorized by all necessary actions by the Westray; and (4) this Agreement constitutes the legal, valid and binding obligation of Westray, and is enforceable in accordance with its terms and provisions; and (5) Westray has not assigned any portion of its rights and obligations under this Agreement, to third parties prior to the Effective Date hereof. 3.2 City. The City represents and warrants to the other Parties that (1) the City has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement has been duly and validly authorized and approved by all necessary City proceedings, findings, ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of City, enforceable against City in accordance with its terms and provisions. 3.3 Board. The Board represents and warrants to the other Parties that (1) the Board has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement has been duly and validly authorized and approved by all necessary Board proceedings, findings, ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of the Board, enforceable against the Board in accordance with its terms and provisions. 4.1 A non - performing Party shall be in "Default" under this Agreement if such Party fails to perform any duty or obligation under this Agreement and such failure is not cured within 30 days after written notice from any other Party (or if the failure is not reasonably capable of being cured within 30 days, the non - performing Party does not begin to cure within such 30 -day period and thereafter continuously and diligently complete a cure at the earliest possible time). 4.2 If a Party is in Default under this Agreement, the other Parties shall have available all remedies at law or in equity (including, but not limited to, injunctive relief and specific performance) except as follows: no Default shall: (1) entitle any Party to terminate this Agreement; (2) relieve the City from its obligation to process and issue Certificates of Completion for Public Improvements and Additional Public Facilities that are completed in accordance with this Agreement; (3) relieve the Board from its obligation to verify Project Costs for completed Public Improvements that are to be reimbursed from the Tax Increment Fund; or (4) relieve the City from its obligation to reimburse from the Tax Increment Fund all actual Project Costs that are verified by the Board. Page 13 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 F.1 Z,74 0 1010 DKTAW'l 11110 0 1 �. 5.1 Term. The term of this Agreement shall commence on the Effective Date, and continue until the earlier to occur of. (1) the date on which the City has fulfilled its reimbursement obligations under Section 2.7.2; or (2) the earlier expiration or termination of the Zone pursuant to the Zone Ordinance. 5.2 Notices. Any notice required or contemplated by this Agreement shall be in writing and shall be deemed given and received: (1) when delivered (with evidence of delivery) by a nationally recognized delivery service (e.g., FedEx or UPS) to the address shown below whether or not signed for by the individual to whose attention the notice is addressed; or (2) three business days after deposited with the US Postal Service, CERTIFIED MAIL, RETURN RECEIPT REQUESTED, for delivery to the address shown below whether or not signed for by the individual to whose attention the notice is addressed. To the City: Attn: Director of Economic Development City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8333 Fax: (940) 382 -7923 With a Copy _to: Pamela England, Real Estate Specialist City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8928 Fax: (940) 349 -8951 To the Board: Board of Directors of Reinvestment Zone Number Two c/o City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8333 Fax: (940) 382-7923 To Westray c/o The Rayzor Company Page 14 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Attn: Philip Baker P.O. Box 336 Denton, Texas 76202 For deliveries to a physical address, use: 400 W. Oak, Suite 200 Denton, Texas 76201 Telecopy: (940) 566 -1591 Telephone: (940) 387 -8711 With a Copy to: David M. Mellina Mellina & Larson, P.C. 1128 Fairmount Avenue Fort Worth, Texas 76104 Telecopy: (817) 335 -1221 Telephone: (817) 335 -1200 5.3 Amendments. 5.3.1 This Agreement. This Agreement may only be amended in writing signed by all the Parties. 5.3.2 County Participation Agreement. The City shall give Westray at least 60 days' notice of any proposed amendment to the County Participation Agreement, including the full text of the proposed amendment. If the proposed amendment adversely impacts the obligation of the County to pay annually to the City the County Tax Increment for deposit into the Tax Increment Fund for the term of the Zone or if the proposed amendment reduces the amount of the County Tax Increment, the proposed amendment shall require the approval of Westray. 5.3.3 Final Plan. The City shall give Westray at least 60 days' notice of any proposed amendment to the Final Plan, including the full text of the proposed amendment. The Board, the City, or Westray may, from time to time, request amendments to the Final Plan, which may be approved only upon recommendation by the Board and the mutual agreement of the City and Westray. 5.4 Economic Incentive Agreements. For and during the term of this Agreement the City shall not, and shall not permit the County to, enter into any agreements that would in any way reduce the City Tax Increment (including, but not limited to, tax abatement agreements and Texas Local Government Code "380 Economic Development AgEeements ") or the County Tax Increment without the consent of Westray and the Rayzor Owners. Page 15 REIMBURSEMENT AmEEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 5.5 Vested Rights. Westray expressly understands and agrees that neither this Agreement, the Final Plan, or any approvals required under this agreement, shall be considered a "permit," as that term is defined in Tex. Loc. Gov't Code chapter 245, nor does the Final Plan constitute a plan for development within the meaning of the statute. Westray, for itself, its officers, agents, employees, successors and assigns, hereby releases and holds harmless the City, its officers, agents, consultants and employees, from any claim or cause of action asserting that this Agreement, the Final Plan, or any approvals required under this Agreement establish a vested right against enforcement of subsequently enacted development regulations, whether such cause arises under Tex. Loc. Gov't Code ch. 245, as amended, or other law of the State of Texas. 5.6 Venue. This Agreement is performable in Denton County, Texas, and venue of any action arising out of this Agreement shall be exclusively in Denton County, Texas. This Agreement shall be governed and construed in accordance with the laws of the State of Texas. 5.7 Unenforceable Provisions. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 5.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and constitute one and the same instrument. 5.9 Entire Agreement. This Agreement embodies the complete agreement of the Parties, superseding all prior or contemporaneous oral or written agreements between the Parties and relating to subject matter of this Agreement (other than the Zone Ordinance, the County Participation Agreement, and the Final Plan). 5.10 Exhibits; Titles of Sections, Subsections. The following exhibits are incorporated as part of this Agreement for all purposes: Exhibit A - Zone Ordinance Exhibit B - Description of the Rayzor Property Exhibit C - County Participation Agreement Exhibit D - Final Plan Exhibit E - Pre -TIRZ Administrative Costs Exhibit F - Pre - Development Costs Exhibit G -1 - Description of Phase I Public Improvements Exhibit G -2 - Description of Phase II Public Improvements Exhibit G -3 - Description of Phase III Public Improvements Exhibit H -1 - Cost Schedule for Phase I Exhibit H -2 - Cost Schedule for Phase II Exhibit H -3 - Cost Schedule for Phase III Exhibit I - Easement Areas Exhibit 1 -1 - Drainage Easement Area Page 16 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit I -2 - Dedication Land In the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the parties and shall not be construed to have any effect or meaning as to the agreement between the parties hereto. Any reference herein to a Section or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to any exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. SIGNATURE PAGES TO FOLLOW Page 17 BURSEMEw AoREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 CITY OF DENTON, TEXAS By: Name.t Try 1 r Title:e.r.'�1 Date: 22, '/ A TT S f: Narn e. . C ity Seer ary 5 _f0 FORM: ( NEIY a , T... l ..•. STATE OF TEXAS COUNTY OF § This inn UITIC11t Was acknowledged before trze on the 'clay of May, 2014 by of the City of De»to , Texas, on behalf of said city. JENNIFER , W r u CEc tj, t b'i t8te § C ws N .� tate e4ofxa � v y r � r E SEres December : 201 Page 18 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 BOARD OF DIRECTORS REINVESTMENT ZONE CITY O&WENTON, By: \11 1\11 Name: 0"' Title: 4t Date: STATE OF TEXAS COUNTY OF ior—i TWO This instrument was acknowledged before me on the /�5th day of May, 2014 by d1e, re- of the Board of Directors of Reinvestment Zone Number Two, City of Denton, Texas, on behalf of said Board. N'( tary Public, State of Texas Page 19 REIMBURSEMENT AGREEMENT JANE E. RIC�AWiON NofarV Public, State of Texas My Commission Expires ny t une 27, 2017 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 WESTRAY GROUP, LP, a Texas limited partnership Rayzor Denton Management, LLC, a Texas limited liability company STATE OF TEXAS § COUNTY OF This instrument was acknowledged before me on the day of May, 2014 by Philip A. Baker, Vice President of The Rayzor Company, a Texas corporation, as the sole member of Rayzor Denton Management, LLC, a Texas limited liability company, as the sole general partner of Westray Group, LP, a Texas limited partnership, on behalf of said limited partnership. '� i JORDAN COON _. �k Notary Public, State of Texas � ,,r a My Commission Expires 09 -28 -2015 Vy Public, State of Texas Page 20 REIMBURSEMENT AGREEMENT \\ codadWepartment0cpRourdocuments\ ordinances \12 \ecF i�v&tpIfk£&r2a.10Prdinance PAN �a �1e �i�ai� e 5 ORDINANCE NO. 2012 -366 AN ORDINANCE DESIGNATING AND DESCRIBING THE BOUNDARIES OF A TAX INCREMENT REINVESTMENT ZONE TWO FOR AN INDUSTRIAL DISTRICT OF DENTON, TEXAS; ESTABLISHING THE DURATION OF THE ZONE; ESTABLISHING A TAX INCREMENT FUND; ESTABLISHING A BOARD OF DIRECTORS FOR THE TAX INCREMENT REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas, (the "City "), desires to promote the development of an industrial area within the City of Denton by the creation of a Tax Increment Financing Reinvestment Zone, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, Vernon's Texas Codes Annotated (the "Act"); and WHEREAS, the City has called a public hearing to hear the public comments on the creation of the proposed Tax Increment Reinvestment Zone and its benefits to the City and the property in the proposed Tax Increment Reinvestment Zone; and WHEREAS, notice of such public hearing was published in the Denton Record - Chronicle, a daily paper of general circulation in the City, such publication date being not later than seven (7) days prior to the date of the public hearing; and WHEREAS, such hearing was convened at the time and place mentioned in the published notice, on the 18h day of December 2012, at 6:30 p.m., in Council Chambers of the City of Denton, Texas; and WHEREAS, the City, at such hearing, invited any interested person, or his/her representative, to appear and speak for or against the creation of the Tax Increment Reinvestment Zone the duration of the Tax Increment Reinvestment Zone, the boundaries of the proposed Tax Increment Reinvestment Zone, whether all or part of the territory which is described in Exhibit "A" attached hereto and depicted on the map attached hereto as Exhibit `B" should be included in such proposed Tax Increment Reinvestment Zone, the concept of tax increment financing and the appointment of a board of directors of the proposed Tax Increment Reinvestment Zone; and WHEREAS, all owners of property located within the proposed Tax Increment Reinvestment Zone and all other taxing units and other interested persons were given a reasonable opportunity at such public hearing to protest the creation of the proposed Tax Increment Reinvestment Zone andlor the inclusion of their property in such; Tax Increment Reinvestment Zone; and WHEREAS, the proponents of the Tax Increment Reinvestment Zone offered evidence, in favor of all of the foregoing matters relating to the creation of the Tax Increment Reinvestment Zone, and opponents of the Tax Increment Reinvestment Zone were given the opportunity to appear to contest creation of the zone, after which the hearing was closed; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OFDENTON HEREBY ORDAINS: SECTION 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. Exhibit 2 - Westray Ordinance Pgx% %l AP e06ffifiaigj 5 SECTION 2. The City Council, after conducting such hearing and having heard such evidence and testimony, has made the following findings and determinations based on the evidence and testimony presented to it: a) The public hearing on adoption of the Tax Increment Financing Reinvestment Zone has been properly called, held and conducted and that notice of such hearing has been published as required by law b) Creation of the proposed Tax Increment Reinvestment Zone with boundaries as described in Exhibits "A" and "B" will result in benefits to the City, its residents, and property owners, in general, and to the property, residents and property owners in the Tax Increment Reinvestment Zone. c) The Tax Increment Reinvestment Zone, as defined in Exhibits "A" and "B ", meets the criteria for the creation of a Tax Increment Financing Reinvestment Zone set forth in the Act in that: (i) It is a contiguous geographic area located wholly within the corporate limits of the City. (ii) It substantially impairs or arrests the sound growth of the municipality creating the zone or constitutes an economic or social liability in its present condition and use because of the presence of: a. The area has a predominance of defective or inadequate sidewalks or street layout; and/or b. Predominately open or undeveloped and, because of obsolete platting, deterioration of structures or site improvements, or other factors. (iii) The proposed project plan includes the use of land in the zone with access to an industrial rail spur that serves the park. a) That 30 percent or less of the property in the proposed Tax Increment Financing Reinvestment Zone, excluding property that is publicly owned, is used for residential purposes, which is defined in the Act as any property occupied by a house which has less than five living units. b) The total appraised value of all taxable real property in the proposed Tax Increment Financing Reinvestment Zone according to the most recent appraisal rolls of the City, together with the total appraised value of taxable real property 'in all other existing Tax Increment Reinvestment Zones within the City, according to the most recent appraisal rolls of the City, does not exceed 25 percent of the current total appraised value of taxable real property in the City and in the industrial districts created by the City, if any. c) The improvements in the Tax Increment Reinvestment Zone will significantly enhance the value of all taxable real property in the Tax Increment Financing Reinvestment Zone. • .� Exhibit 2 - Westray Ordinance Pffx%%I � N eOM iA�kWj 5 d) The development or redevelopment of the property in the proposed Tax Increment Financing Reinvestment Zone will not occur solely through private investment in the reasonable foreseeable future. SECTION 3. The City hereby creates a Tax Increment Reinvestment Zone over the area described in Exhibit "A," attached hereto and depicted in the map attached hereto as Exhibit "B," and such Tax Increment Reinvestment Zone shall hereafter be identified as Tax Increment Reinvestment Zone Number Two, City of Denton, Texas (the "Zone" or "Reinvestment Zone "). SECTION 4. There is hereby established a board of directors for the Zone that shall consist of eleven members. The board of directors of Tax Increment Reinvestment Zone Number Two shall be appointed as follows: a) Nine of the eleven member board shall be appointed by the City Council as provided here within sixty (60) days of the passage of this ordinance or within a reasonable time thereafter. All members appointed to the board shall meet the eligibility requirements set forth in the Act. The governing body of Denton County, which levies taxes on real property in Tax Increment Reinvestment Zone Number Two, has the right to appoint a single board member. Rayzor Investments, LLP the "Developer" has the right to appoint a single board member. b) The terms of the board members shall be two -year terms. A board member may serve no more than three consecutive terms. At the first meeting of the Board of Directors, the board members will draw lots to establish the staggering of terms with 5 of the board members serving an initial tern of one year. The City Council shall designate a member of the board to serve as chairman of the board of directors, and the board shall elect from its members a vice chairman and other officers as it sees fit. c) The board of directors shall make recommendations to the City Council concerning the administration of the Zone. It shall prepare and adopt a project plan and Tax Increment Reinvestment Zone financing plan for the Zone and must submit such plans to the City Council for its approval. The board of directors shall possess all powers necessary to prepare, implement and monitor such project plan and financing plan for the Tax Increment Reinvestment Zone as the City Council considers advisable, including the submission of an annual report on the status of the Zone. Any powers not herein delegated to the board of directors are specifically reserved to the City Council. SECTION 5. The Zone shall take effect immediately upon passage of this ordinance, and the termination of the Zone shall occur on December 31, 2036, or at an earlier time designated by subsequent ordinance of the City Council in the event the City determines that the Zone should be terminated due to insufficient private investment, accelerated private investment or other good cause, or at such time as all project costs and tax increment bonds, if any, and the interest thereon, have been paid in full. The base value within the Zone is established as of January 2012. Ordinance Desi¢netine TML City of Denton. Texas Exhibit 2 - Westray Ordinance SECTION 6. The Tax Incremen Waste or , which is the total appraised value of all taxable real property located in the Zone, is to be determined as of December 31, 2012, the year in which the Zone was designated a Tax Increment Reinvestment Zone. SECTION 7. Pursuant to Section 311.013(1) of the Tax Code, the City herby determines that the following portions of the tax increment produced by the City of Denton shall be paid into the tax increment fund for the reinvestment zone: Jurisdiction Years 2012 Tax Rate % of Tax Rate $ /$100 Value City of Denton 1 -10 0.6897500 40 11 -25 0.7197500 40 Denton County 1 -10 0.2828670 40 11 -25 0.3128670 40 SECTION 8. There is hereby created and established a Tax Increment Fund for the Zone which may be divided into such subaccounts as may be authorized by subsequent resolution or ordinance, into which all Tax Increments, less any of the amounts not required to be paid into the Tax Increment Fund pursuant to the Act, are to be deposited. The Tax Increment Fund and any subaccounts are to be maintained in an account at the City Treasurer's affiliated depository bank of the City and shall be secured in the manner prescribed by law for funds of Texas cities. In addition, all revenues from the sale of any tax increment bonds and notes hereafter issued by the City, revenues from the sale of any property acquired as part of the tax increment financing plan and other revenues to be dedicated to and used in the Zone shall be deposited into such fund or subaccount from which money will be disbursed to pay project costs for the Zone or to satisfy' the claims of holders of tax increment bonds or notes issued for the Zone. SECTION 9. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 10. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 18"' day of December 2012. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Ordinance Designating TIRZ City of Denton. Texas Exhibit 2 - Westray Ordinance QgX %%j �a McQ%Wai&45 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY •_ Exhibit 2 - Westray Ordinance Pcc nvr�inc9X%%tt ane EXHIBIT A CITY OF DENTON TAX INCREMENT REINVESTMENT ZONE No. 2 BOUNDARY DESCRIPTION TRACT No.1 BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right -of- way line of Airport Road, the POINT OF BEGINNING; THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport); THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest comer and the south right- o-=way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast comer and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; Exhibit 2 - Westray Ordinance PEriqAfi �ae�}�i��a�et 5 THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest comer of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right - of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast comer and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalshi, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; Exhibit 2 - Westray Ordinance Pgx %%I � NgfeOM iga%get 5 THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd, to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 3 1.3 05 acre E. Puchalski; Tract 527, 528, and 529. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned. 3 91 M CHRISTAJ i9r, AIRPIRT Legend N TIRZ Boundary This map is a graphic representation prepared by the City c o, f Denton and is intended for use only as a reference. Data Property Description + depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Government Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the Real Acreage Rangeland produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. Commercial Vacant Lot 0 412.5825 1,650 2,475 3,300 Real Farmhouse t NTON — Feet Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit B Description of the Rayzor Property The Rayzor Property is the property described or depicted in the Final Plan; provided, however, the Rayzor Property does not include land previously conveyed to PACCAR INC under instrument recorded as Document No. 2014-10033 of the Official Records of Denton County, Texas. Page 22 REIMBURSEMENT AGREEMENT sMegahour documentslordinanceAlMdenton co participate id Westray Ordinance ro ec anger One 6/16/15 Exhibit C - County Participation Agreement ORDINANCE NO. 2013 -033 AN ORDINANCE ACCEPTING AN AGREEMENT WITH DENTON COUNTY TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER TWO; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TAKE OTHER ACTIONS NECESSARY TO ADMINISTER THE TAX INCREMENT REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in accordance with the provisions of the Tax Increment Financing Act, Texas, Tax Code, Chapter 311 ( "the Act "), the Denton City Council approved Ordinance No. 2012 -366 on December 18, 2012, creating, establishing and designating "Tax Increment Reinvestment Zone Number Two, City of Denton, Texas" (hereinafter called the "TIRZ ") under the Act; and WHEREAS, the Denton County Commissioners Court recognize that participation in the TIRZ will have the desired effect of developing and redeveloping portions of the County to the benefit of all taxing units which levy taxes in the TIRZ; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Manager, or his designee, is hereby authorized to execute an Agreement to Participation in the Tax Increment Reinvestment Zone Number Two with Denton County and to make expenditures in accordance with the terms set forth in the attached Participation Agreement. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of _ 2 2013. BY: t Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement City of Denton And Denton County Agreement to Participate In Tax Increment Reinvestment Zone, Number Two, City of Denton THIS AGREEMENT, ( "Agreement ") is made and entered into by and between the City of Denton ( "the City "), a municipal corporation, and Denton County, ( "the County "), Texas. WITNESSETH: WHEREAS, in accordance with the provisions of the Tax Increment Financing Act, Texas, Tax Code, Chapter 311 ( "the Act "), the Denton City Council adopted an Ordinance ( "the Ordinance ") on the 180' day of December, 2012, in the form attached hereto as Exhibit "A" and incorporated herein by reference, creating, establishing and designating "Reinvestment Zone Number Two, City of Denton, Texas" (hereinafter called the "Reinvestment Zone ") under the Act; and WHEREAS, the City also adopted a preliminary Project Plan and Financing Plan (collectively "the Plan ") for the Reinvestment Zone in substantially the form of the Plan attached hereto as Exhibit `B" and incorporated herein by reference; and WHEREAS, the Act provides that each taxing unit levying taxes on real property in a Tax Increment Reinvestment Zone (hereinafter called a "TIRZ ") is not required to pay into the Tax Increment Fund (hereinafter called a "TIF ") any of its tax increment produced from property located in the TIRZ unless such taxing unit enters into an agreement to do so with the governing body of the municipality that created the TIRZ; and WHEREAS, an agreement to participate in a TIRZ created under the Act may be entered into any time before or after the TIRZ is created, and such agreement may include any conditions for payment of the tax increment into the TIF and must specify the portion of the tax increment to be paid into the TIF and the years for which that tax increment is to be paid into the TIF NOW, THEREFORE, the City and the County, in consideration of the terms, conditions, and covenants contained herein, hereby agree as follows; Section 1. The City and the County hereby agree to pay into the TIF established by the City for the Reinvestment Zone a percentage of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone as follows and subject to the following terms and conditions. a. City of Denton. The City hereby agrees to pay into the TIF, forty percent (40 %) of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone from the date the Reinvestment Zone is established until the City of Denton — TIRZ #2 - Page 1 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement earlier of. (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. b. Denton County. The County hereby agrees to pay into the TIF, forty percent (40 %) of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone from the date the Reinvestment Zone is established until the earlier of: (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. In no event will the County be liable for payment of ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone after December 31, 2037. C. Boundary. The boundaries of the Reinvestment Zone are and shall be those boundaries described in the Ordinance, or an amendment thereto revising the boundaries duly approved by the Reinvestment Zone Board of Directors and the City Council of the City. d. Purpose and Program. Street, utility, drainage improvements and industrial projects are to be constructed as nearly as possible in conformity with the Plan. Any additions, changes, revisions or modifications to the Plan made after the date of this Agreement may only be made by the Board of Directors of the Reinvestment Zone and the City Council of the City. e. Total Taxable Value. The real property within the boundaries of the Reinvestment Zone is to be the total taxable value as of January 1, 2012, for ad valorem tax purposes and for establishing the tax increment base referenced in Section 311.012 of the Act. L Bond Limit. The Denton City Council and the Denton County Commissioners Court shall have the authority to authorize the total principal amounts of bonds or notes. g. Use of TIF Funds. All amounts paid into the TIF shall be used solely to pay or reimburse cash expenditures for project costs or the principal of and interest on any tax increment bonds or notes issued to finance project costs under the A,:'. and to pay direct costs properly chargeable under the Act and under generally accepted accounting principles to the administration of the Reinvestment Zone, all in accordance with the Plan. h. Deposit of TIF Funds. The City and the County shall provide for the collection of its taxes in the Reinvestment Zone as for any other property taxed by the City or the County. Each participating taxing authority shall pay into the TIF an amount equal to the tax increment produced by the authority. The City shall invoice the County City of Denton — TIItZ #2 - Page 2 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement not later than thirty (30) days after the delinquency date of property ta%(;.i in the Reinvestment Zone. Pursuant to the Act, (Section 311.013(c)) the City and the County shall make payment to the TIF, pursuant to this Agreement, not later than ninety (90) days after the delinquency date of property taxes in the Reinvestment Zone. i. Limits of Obligation of the County. Except for payment to the TIF of the County ad valorem tax collections on the total taxable value of real property in the Reinvestment Zone the County shall have no obligation for any costs or expenses associated with the operation of the Reinvestment Zone, including, without limitation, any obligation to pay or repay any debt issued by the City, the Reinvestment Zone, or the Board of Directors of the Reinvestment Zone relating to the Reinvestment Zone or any costs associated with the operation of the Reinvestment Zone or any projects relating thereto. The County is not required to pay into the TIF the applicable portion of the tax increment that is attributable to delinquent taxes. j. Board of Directors. The Reinvestment Zone's Board of Directors (hereinafter referred to as "the Board ") was established as provided in Section 4 of Ordinance 2012 -366. Nine (9) of the eleven (11) member Board shall be appointed by the Denton City Council within sixty (60) days of the passage of the Ordinaace or within a reasonable time thereafter. All members appointed to the Board shall meet the eligibility requirements set forth in the Act. The terms of Board members shall be two -year terms. A Board member may serve no more than three (3) consecutive terms. At the first meeting of the Board, the Board members will draw lots to establish the staggering of terms with five (5) of the Board members serving an initial tern of one (1) year. The Denton City Council shall designate a member of the Board to serve as chairman of the Board, and the Board shall elect from its members a vice chairman and other officers as it sees fit. The Board shall make recommendations to the Denton City Council concerning the administration of the Reinvestment Zone. It shall prepare and adopt a project plan and Reinvestment Zone financing plan for the Reinvestment Zone and must submit such plans to the Denton City Council for its approval. The Board shall possess all powers necessary to prepare, implement and monitor such project plan and financing plan for the Reinvestment Zone as the Denton City Council considers advisable, including the submission of an annual report on the status of the Reinvestment Zone. Any powers not herein delegated to the Board are specifically reserved to the Denton City Council. k. Denton Independent School DistrictIDfSD" Representation. The DISD has chosen not to participate in the Reinvestment Zone and shall not have the right to appoint a voting member on the Board of the Reinvestment Zone. City of Denton — TIRZ 42 - Page 3 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement 1. County Representation. The County shall have the right to appoint and maintain one (1) voting member on the Board of the Reinvestment Zone at all times. m. City Representation. The City shall have the right to appoint and maintain nine (9) voting members on the Board of the Reinvestment Zone at all times. n. Other. Rayzor Investments, LLC, shall have the right to appoint and maintain one (1) voting member on the Board of the Reinvestment Zone at all times. Section 2. The City agrees that City bonds or tax increment bonds of the Reinvestment Zone will not be issued to finance projects contemplated in the Plan until (a) a final Plan has been prepared and adopted by the Board of the Reinvestment Zone and approved by the Denton City Council, and (b) the City has furnished documentation, evidence and assurances satisfactory to the Board of the Reinvestment Zone to the effect that funds necessary to support cash expenditures and the retirement of tax increment bonds will be available either from revenues of the TIF or from other funds provided by the City. Section 3. This Agreement shall become effective as of the date of the final signature hereto and shall remain in effect until the earlier of: (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. Section 4. To the extent of their respective liabilities, the City and the County shall be responsible for the sole negligent acts of their officers, agents, employees or separate contractors. In the event of joint and concurrent negligence of both the City and the County, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without however, waiving any governmental immunity available to the City and the County under Texas law and without waiving any defenses of the parties under Texas law. Section 5. This Agreement shall be administered by the City Manager or his designee. Section 6. Whenever this Agreement requires or permits any consent, approval, notice, request, proposal, or demand from one party to another, the consent, approval, notice, request, proposal, or demand must be in writing to be effective and shall be delivered to the party intended to receive it at the addresses shown below or to such other addresses as the parties may request, in writing from time to time: If intended for the City of Denton, to: City Manager City of Denton, Texas 215 E. McKinney Denton, Texas 76201 City of Denton — TIRZ #2 - Page 4 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement If intended for Denton County, to: County Judge Denton County, Texas 110 West Hickory Street, 2 °d Floor Denton, Texas 76201 -4168 Section 7. This Agreement is made subject to the provisions of the Charter and Ordinances of the City, as amended; the policies of the County; the Texas Constitution, codes, and statutes; and all other applicable state and federal laws, regulations and requirements, as amended. Venue shall be exclusively in Denton County, Texas. Section 8. This Agreement embodies the complete understanding of the City and the County with respect to the subject matter hereof superceding all oral or written agreements between the parties relating to all matters herein. The Agreement may be amended, modified, or supplemented only by an instrument in writing executed by the City and the County. Section 9. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other provision. It is the intention of the parties that each provision herein shall be constraed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under applicable law. Section 10. Failure of either party hereto to insist on the strict performance of any of the covenants or agreements .herein contained or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Section 11. No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees or agents as a result of its execution of this Agreement and performance of the covenants contained herein, Executed in triplicate this the Rh*day of fbr� 201, , by the City, signing by and through its City Manager, approved on S , 20 V, -,and on the 21 st day of December, 2012, by the County through its duly authorized officials by approval at a duly called and noticed County Commissioners meeting on December 21, 2012, CITY OF DENTON, TEXAS George Campbell, City Manager DEN'FON COUNTY, TEXAS Mary Horn, C i tty Judge City of Denton — TIRZ #2 - Page 5 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement ATTEST: ATTEST: VIIVr VtVs, City Secretary Denton County Clerk City of Denton — T1RZ #2 - Page 6 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement EXHIBIT A • Ordinance (see "Ordinance" tab) City of Denton — TIRZ #2 - Page 7 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 EXHIBIT B Project Plan (see "Project Plan" tab) Finance Plan (see "Finance Plan" tab) City of Denton — TIRZ #2 - Page 8 of 8 Exhibit 2 -MMV Ordinance Project Ranger One 6/16/15 PROJECT PL — DENTON TIRZ NO. 2 O1 Prepared October 2012 Finalized May 2014 •. lows George R. Schrader Larry D. . 4800 Broadway, Ste A Addison, TX 75001 972 -661 -1973 sc clikswbell.net October Exhibit 2 - ffNWtQ Ordinance Project Ranger One 6/16/15 PROJECT PL — DENTON TIRZ NO.2 The City of Denton, Texas proposes to establish a Tax Increment Reinvestment Zone ( "TIRZ ") for the purpose of dedicating the increase in tax revenue generated within the TIRZ to provide funds for public infrastructure to encourage accelerated development in the largest industrially zoned area within the City. The TIRZ consists of approximately 800 acres and is more fully described in Project Plan Exhibit A. The City is creating this TIRZ to encourage accelerated development in this area of the City in an effort to stimulate new higher value, industrial development which would benefit and be incentivized from the proposed public infrastructure improvements. It is expected that the TIRZ will exist for twenty (25) years or the date when all project costs are paid, whichever comes first. As set forth in Section 311.011 of the Tax Increment Financing Act of the Texas Tax Code Ann., the Project Plan for Tax Increment Reinvestment Zone No. 2, Denton, Texas must and does include the following elements: showing proposed improvements to and proposed use of the property. • The boundaries of the TIRZ are shown on the map labeled Project Plan Exhibit: B; • Project Plan Exhibit: C shows existing land use within the TIRZ. Currently, the area is an industrial park that is generally undeveloped. Residential and multi- family development are not included in the list of eligible projects and TIRZ funds will not be used to reimburse the costs associated with any residential or multi- family development. ■ Project Plan Exhibit: DI lists and defines the public improvements being proposed for the TIRZ; ■ Project Plan Exhibit: D2 illustrates the major public improvements being proposed in the TIRZ. ■ Project Plan Exhibit: E shows anticipated Future Land Use within the TIRZ. Exhibit 2 - EVhM(Q Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 2. Proposed changes of zoning ordinances, the master plan of the municipality, building codes, and other municipal ordinances. ■ Any changes to codes, ordinances, or master plan as a result of the creation of the TIRZ will be made through the standard process and procedures of the City. 3. A list of estimated non- project costs. ■ Non - project costs within the TIRZ are those infrastructure costs not paid for by the TIRZ. These costs will include, but are not limited to streets, utilities and drainage associated with residential and multi- family development. 4. A statement of a method of relocating persons to be displaced as a result of implementing the plan. ■ Although not anticipated, in the process of developing the TIRZ, any relocation will be made through the standard process and procedures of the City. 2 Exhibit 2 - 4obttvj Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 I: =!M '! 1 rY1TO I M 1 THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and the south right -of -way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21 a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; 3 Exhibit 2 -RVbdttQ Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right - of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast corner and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalski, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; 4 Exhibit 2 - VoMte Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd. to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned. Exhibit 2 — 8Wbjf4Dj Ordinance Project Ranger One 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 I*111 I aY TIRZ Boundary Exhibit B: r This map is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet 0 Exhibit 2 -000Q Ordinance Project Ranger One 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 EXHIBIT C Existing Land Use This map is a graphic representation prepared by the City of Denton and Is Intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet Commercial Vacant Lot 4. j Real Farmhouse DENTO 7 Exhibit 2 {b1r4Dj Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 I" . �; 1 Project P , PROJECT ESTIMATED COST Street Improvements and Traffic Signals $6,000,000 Utility / Drainage Improvements $5,000,000 Landscaping, Irrigation, and Entry $500,000 Monuments Engineering /Architecture and other soft $1,500,000 costs Support for Industrial Projects $1,275,430 TOTAL $14,275,430 Project Definitions Street Improvements and Traffic Signals: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of Transportation. Utilities and Drainage: includes the extension of water and wastewater lines along the right -of- ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Landscging, Irrigation, and Entry Monuments: includes all landscaping and irrigation required to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd. Engineering/Architecture, and other soft costs: professional services necessary to cause and support all described infrastructure improvements. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. Exhibit 2 - [�~a Ordinance Project Ranger One 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 IWq 00 8 11' Project Plan Prcqects Exhibit • Projects This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted, For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the Skate of Texas would need to be performed Exhibit 2 - VW(ay Ordinance Project Ranger One 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 Future Land Use EXHIBIT E This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy. supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 10 Exhibit 2 -gqp Ordinance Project Ranger One 6/16/15 Prepared October 1 Finalized May 2014 IIIIII 11101111111P ---lip George . Schrader Larry D. Cline 4800 Broadway, Ste A Addison, TX 75001 972 -661 -1973 sc clikswbell.net Exhibit 2 - EWObtro Ordinance Project Ranger One 6/16/15 October I The Financing Plan provides information on the projected monetary impact that the formation of the Tax Increment Reinvestment Zone (TIRZ) could have on the property described in Finance Plan Exhibit: A and shown in Finance Plan Exhibit: B. It will also describe how that impact can be utilized to enhance the area and region through leveraging the resources of each entity that participates in the project. Below is a summary of the Financing Plan items required by law. 1. The proposed public improvements in the TIRZ may include: • Capital costs, including the actual costs of the construction of public works, public improvements, new buildings, structures, and fixtures; and the actual costs of the acquisition of land and the clearing and grading of land; • Financing costs, including all interest paid to holders of evidences of indebtedness or other obligations issued to pay for project costs and any premium paid over the principal amount of the obligations because of the redemption of the obligations before maturity; • Any real property assembly costs; • Professional service costs, including those incurred for architectural, planning, engineering, and legal advise and services; • Any relocation costs; • Organizational costs, including costs of conducting environmental impact studies or other studies, the cost of publicizing the creation of the TIRZ, and the cost of implementing the project plan for the TIRZ; • Interest before and during construction and for one year after completion of construction, whether or not capitalized; • The amount of any contributions made by the municipality from general revenue for the implementation of the project plan; • Imputed administrative costs, including reasonable charges for the time spent by employees of the municipality in connection with the implementation of a project plan; • The cost of operating the TIRZ and project facilities; and • Payments made at the discretion of the governing body of the municipality that the municipality finds necessary or convenient to the creation of the TIRZ or to the implementation of the project plans for the TIRZ. Exhibit 2 -Mbtt4 Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENTON TIRZ NO. 2 J Igirgalwil IIIIIIIII III I III I I I r. mum= are included in Finance Plan Exhibit: C 2. Estimated Project Cost of TIRZ, including administrative expenses. • Project costs are estimated at approximately $14.28 million dollars. Specific cost estimates are included in Finance Plan Exhibit: C. 3. Economic Feasibility Study. • An economic feasibility analysis has been completed and is included as Finance Plan Exhibit: D. 4. The estimated amount of bonded indebtedness to be incurred. Initial project costs are to be advanced by a Developer. The City of Denton may consider issuing bonds when tax increment funds exceed the amount necessary to support debt service to reimburse the Developer. 5. The time when related costs or monetary obligations are to be incurred. • Please refer to Finance Plan Exhibit: C for details regarding the type of improvement costs anticipated. The Developer intends to begin construction of the projects in 2014, with a completion date of 2015. Annual TIRZ reimbursement payments will be provided to the Developer once the minimum improvements are completed. 6. A description of the methods of financing all estimated project costs and the expected sources of revenue to finance or pay project costs including the percentage of tax increment to be derived from the property taxes of each taxing unit on real property in the TIRZ. • Project costs will be financed through loans advanced by developers or by the use of tax increment funds received on a pay-as-you-go basis. No new debt is envisioned at the beginning of the TIRZ term, but bonds may be issued at a later date when adequate tax increment has been created to the support debt service. The revenue sources will be the real property taxes captured by the TIRZ, which will account for 100% of revenues used to fund project costs or bond debt service. For the Financial Plan, the City and Denton County will participate at a rate of 40% for twenty-five (25) years. 7. The current total assessed value of taxable real property in the TIRZ. • The current assessed base value of the taxable real property in the TIRZ using the 2012 certified values provided by the Denton Central Appraisal District is $ 119,458. (*NOTE: this value represents an Ag Exemption) 8. The estimated assessed value of the improvements in the TIRZ during each year of its existence. • The estimated assessed value of the improvements in the TIRZ per year is listed in the following FINANCE PLAN TABLE 1. Exhibit 2 -H9a bita Ordinance Project Ranger One 6/16/15 FINANCE PLAN - DENTON TIRZ NO. Assessed Real Property Including Anticipated New Development Years 0 TOTAL TOTAL TOTAL DEVELOP - ANNUAL CUMULATIVE ROLLBAC CUMULATIVE YEAR MENT LAND VALUATION VALUATION$ K AND $M $M $M ROLLBACK $M 2012 2013 $0.72 $0.72 $0.72 $1.44 $2.16 2014 $11.59 $0.72 $12.31 $13.03 $2.16 $14.47 2015 $11.59 $0.72 $12.31 $25.34 $2.88 $27.50 2016 $11.59 $0.72 $12.31 $37.65 $3.60 $40.53 2017 $11.59 $0.72 $12.31 $49.96 $3.60 $53.56 2018 $11.59 $0.72, $12.31 $62.27 $3.60 $65.87 2019 $11.59 $0.72 $12.31 $74.58 $3.60 $78.18 2020 $11.59 - $0.72 $12.31 $86.89 $3.60 $90.49 2021 $11.59 $0.72 $12.31 $99.20 $3.60 $102.80 2022 $11.59 $0.72 $12.31 $111.51 $3.60 $115.11 2023 $11.59 $0.72 $12.31 1 $123.82 $3.60 $127.42 2024 $11.59 $0.72 $12.31 $136.13 $3.60 $139.73 2025 $11.59 $0.72 $12.31 $148.44 $3.60 $152.04 2026 $11.59 $0.72 $12.31 $160.75 $3.60 $164.35 2027 $11.59 $0.72 $12.31 $173.06 $3.60 $176.66 2028 $11.59 $0.72 $12.31 $185.37 $3.60 $188.97 2029 $11.59 $0.72 $12.31 $197.68 $3.60 $201.28 2030 $11.59 $0.72 $12.31 $209.99 $3.60 $213.59 2031 $11.59 $0.72 $12.31 $222.30 $3.60 $225.90 2032 $11.59 $0.72 $12.31 $234.61 $3.60 $238.21 2033 $11.59 $0.72 $12.31 $246.92 $3.60 $250.52 2034 $11.59 $0.72 $12.31 $259.23 $3.60 $262.83 2035 $11.59 $0.72 $12.31 $271.54 $3.60 $275.14 2036 $11.59 $0.72 $12.31 $283.85 $3.60 $287.45 TOTAL $266,570,000 $17,280,000 $283,850,000 $82,080,000 Exhibit 2 b1rQ1 Ordinance Project Ranger One 6/16/15 FINANCE PLAN - DENTON TIRZ NO.2 The estimated annual incremental funds available from future development in the TIRZ are listed in the following table. TABLE 2 Annual Incremental Funds Provided for TIRZ No. 2 Years 2012 -2037 CITY COUNTY TOTAL TIRZ CUMULATIVE YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ CONTRIBUTIONS $K $K $K $K 2012 _2013 2014 __ .. ���.ee . . . ...w��$5.97���...a- ..... $0.82 $6.79 $6.79 2015 $41.92 $14.75 $56.67 $63.46 2016 $77.87 $28.68 $106.55 $170.01 2017 $113.81 $42.60 $156.41 $326.42 2018 $147.78 $56.53 $204.31 $530.73 2019 $181.74 $70.46 $252.20 $782.93 2020 $215.70 $84.39 $300.09 $1,083.02 2021 $260.52 $108.74 $369.26 $1,452.28 2022 _ $295.96 $124.15 $420.11-1- JNF$1,872.39 2023 $331.40 $139.55 $470.95 $2,343.34 2024 $366.84 $154.96 $521.80 $2,865.14 2025 $402.28 $170.36 $572.64 $3,437.78 2026 $437.72 $185.77 $623.49 $4,061.27 2027 $473.16 $201.17 $674.33 $4,735.60 2028 ww....... $508.60 wwww. $216.58 $725.18 $5,460.78 2029 $544.04 $231.98 $776.02 $6,236.80 2030 $579.48 $247.39 $826.87 $7,063.67 2031 $614.92 $262.79 $877.71 $7,941.38 2032 $650.36 $278.20 $928.56 $8,869.94 2033 $685.80 $293.61 $979.41 $9,849.35 2034 _ _. ................ ..............................$ 721.24 .,...................__....... $309.01 $1,030.25 $10,879.60 2035 $756.68 $324.42 $1,081.10 $11,960.70 2036 $792.12 $339.82 $1,131.94 $13,092.64 2037 $827.56 $355.23 $12182.79 $14,275.43 TOTAL $10,033,470 $4,241,960 $14,275,443O 2012 TIRZ CONTRIBUTION TAX RATE / $100 VALUATION Tax Rate / Years 1 - 10 Years 11 -25 $100 Valuation City of Denton $0.6897500 $0.2759000 $0.2879000 Denton Countv $0.2828670 $0.1131468 $0.1251468 Exhibit 2 -EkMbtt4 Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENT ON TIRZ NO. 2 The TIRZ was created in 2012. The TIRZ will exist for twenty-five (25) years with termination of the TIRZ set as 2036 or the date when all project costs are paid and any debt is retired, whichever comes first. 0 Exhibit 2 -L$ "Mte Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 Boundary Description .. # ►8 BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right -of -way line of Airport Road, the POINT OF BEGINNING; THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport); THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and the south right -of -way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21 a to the northwest corner of the 10 acre B.b.b, Tract 21 a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right -of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; 7 Exhibit 2 EWMIrgly Ordinance Project Ranger One 6/16/15 FINANCE PL — DENTON TIRZ NO.2 THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast corner and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalshi, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; 8 Exhibit 2 Ftr ®y Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd. to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned.. W Exhibit 2 EAhilsillr&y Ordinance Project Ranger One 6/16/15 FINANCE PLAN - DENTON TIRZ NO. EXHIBIT Property oary Map Exhibit B: Westpark TIRZ This map is a graphic representatlon prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy. supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 10 Exhibit 2 E~Sy Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 I *14 1 i : Ii�[I �7 Project l PROJECT ESTIMATED COST Street Improvements and Traffic Signals $6,000,000 Utility / Drainage Improvements $5,000,000 Landscaping, Irrigation, and Entry $500,000 Monuments Engineering /Architecture and other soft $1,500,000 costs Support for Industrial Projects $1,275,430 ........... TOTAL — — — --------- .. $14,275,430 Street Improvements and Traffic Signals: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of Transportation. Utilities and Drainage: includes the extension of water and wastewater lines along the right -of -ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Landscaping Irrigation, and Entry Monuments: includes all landscaping and irrigation required to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd. Engineering/Architecture, _ and other soft costs: professional services necessary to cause and support all described infrastructure improvements. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. 11 Exhibit 2 EYM%str®y Ordinance Project Ranger One 6/16/15 Finalized Prepared October 2012 May 2014 George R. Schrader Larry D. Cline 1`1 ; I. ,r I I r I 1 11 Exhibit 2 EVMArW Ordinance Project Ranger One 6/16/15 INDEX Page Index 1 Forward 2 Section I: HISTORY 3 Section II: CURRENT CONDITION / SITUATION 4 Section III: TAX INCREMENT ANALYSIS 6 Section IV: TABLES 1 11 TABLE I — Development Valuation Increase 12 TABLE 2 — Land Valuation Increase 13 TABLE 3 — Business Personal Property Valuation Increase 14 TABLE 4 — Rollback Valuation Increase 15 TABLE 5 — Total Increase TIRZ Valuation 16 TABLE 6 — City of Denton Revenues/Contributions 17 TABLE 7 — Denton County Revenues/Contributions 18 TABLE 8 — TIRZ Funding from City and County 19 Exhibit 2 EMWIDy Ordinance Project Ranger One 6/16/15 rL' : i) Section I summarizes the history of Denton. Section II is a brief discussion of the current condition/situation. Section III details the tax increment analysis. Section IV contains Tables. The following projections of development and tax revenues are subject to change. As underlying conditions in the national and regional economy change, the pace and value of new development projected for the TIRZ area may shift. Future property tax rates are particularly difficult to predict given their dependence on changes in the tax base, the mix of taxes levied and the various jurisdictions' overall fiscal and budgetary policies. Thus, the projected tax increments are subject to change. The analysis of future tax increment funds is dependent on a series of projections, assumptions, and other inputs. As a result, the report should be reviewed in totality. Neither this report nor its conclusions may be referred to or included in any prospectus or part of any offering made in connection with private syndication of equity, sale of bonds, sale of securities or sale of participation interests to the public without express written approval. 4 Exhibit 2 $ bttJij Ordinance Project Ranger One 6/16/15 SECTIONI.- HISTORY Denton, the county seat of Denton County, is located on IH 35, less than forty miles north of Dallas and Fort Worth. Because of its proximity, Denton has become closely associated with the Dallas - Fort Worth metropolitan area. The City was founded in 1857 in order to become the county seat, because it was located near the center of the County. Although established in 1857, and with a courthouse built on the north side of the square, it was not until 1866 that Denton was incorporated. In its early years, Denton grew slowly, but that changed with completion of the Texas and Pacific Railway and the Missouri, Kansas and Texas Railway through Denton in 1881. With only north and south rail connections, however, the town did not develop as a manufacturing and wholesale center. The next spur to Denton's growth came in 1890 with the opening of North Texas Normal College (now the University of North Texas) and in 1903 with the opening of the Girls Industrial College (now Texas Woman's University). With these developments as catalysts, the City grew from a population of 1,194 in 1880 to 2,558 in 1890 and subsequently, over time, to a population of 26,844 in 1960 and to 48,063 in 1980. Proximity to Dallas and Fort Worth, with good interstate highway connections, played a major role in this growth. Steady and at times rapid growth of enrollment at the two universities was important also. Additionally, after 1974 the City added many new residents as a result of the opening of Dallas - Fort Worth International Airport, which is closer to Denton than to many parts of Dallas and Fort Worth. Many airline employees and executives who traveled for major companies took up residence in Denton. The City of Denton has also benefitted from the continued rapid growth of the metropolitan area and as this growth has moved northward, the City has grown in population from 80,537 in 2000 to 113,383 in 2010 to a 2011estimated 117,187, according to the U.S. Census Bureau. Denton ranked seventh among the fastest growing cities in the nation for populations over 100,000 persons in 2011. 9 Exhibit 2 - EAdleM4 Ordinance Project Ranger One 6/16/15 While Denton's industrially zoned area has grown along with its population, the area has reached a point where future industrial growth is limited. One of the primary reasons for the limitation is the lack of infrastructure. Although there are several hundred acres available for development, the lack of adequate roads, water, sewer and drainage improvements creates a situation where development costs are too high for most projects. The City of Denton has the potential, the need and the desire to undergo a successful development of its industrial area. To begin the effort, the City constructed a section of a road connecting two major highways and bisecting the industrially zoned property in 2010. However, funds were not sufficient to build the road at full capacity or to provide water, sewer and drainage improvements. The major property owner of over 800 acres in the City's industrially zoned property approached the City suggesting a public /private partnership to spur development. The property owner indicated a willingness to construct the necessary infrastructure improvements which would provide assistance and stimulus for new development in this area. In return, the property owner requested the City of Denton and Denton County consider the creation of a Tax Increment Reinvestment Zone (TIRZ) to provide an opportunity for the property owner to recoup some or all of the investment. The proposal was submitted to the Economic Development Partnership Board (EDPB), who reviewed it in detail. On August 7, 2012, the EDPB made a formal recommendation to the City Council that the City and Denton County consider participation in a TIRZ to enhance the City's ability to grow its corporate and industrial base. The EDPB recommended a twenty -five year term for the TIRZ with participation by the City and County at 40 %. Based on the EDPB recommendation, the City of Denton is proposing creation of a TIRZ for the industrially zoned area. The "defined area" of approximately 800 acres is all under the ownership of one entity. New private development and redevelopment expected to occur as a result of public improvements funded by the TIRZ will increase property values and tax income as well as bolster Business Personal 4 Exhibit 2 - 91te Ordinance Project Ranger One 6/16/15 Property (BPP) value and its related tax income for all taxing jurisdictions. TIRZ has been used in many other cities and is a proven method to stimulate private development and redevelopment growth sooner, rather than later, and in many cases will stimulate growth in value which might never occur without public improvements funded by the TIRZ. Exhibit 2 -ENIMtq Ordinance Project Ranger One 6/16/15 SECTIONIII.- TAXINCI?EMENTANALYSIS This section documents the detailed analysis and inputs used to generate the tax increment revenue estimates. Tax Increment Financing involves: ■ Designating an eligible redevelopment area as a Tax Increment Reinvestment Zone; ■ Soliciting participation of other taxing jurisdictions; ■ Setting the assessment base at the level of the most recent assessment; and ■ Placing tax revenues generated by the increase in assessed value in a tax increment fund for funding public improvements. Thus, future tax increment revenues depend on four elements: ■ The timing and added value of new development; ■ Appreciation of existing land and improvements; ■ The loss of value from any existing improvements demolished to make way for new development; and ■ Future tax rates and the percentage of participation of each taxing jurisdiction. Assessment policies typically set building assessments at 100 percent of fair market value, which are generally comparable to construction costs for new construction. Assessed values are established as of January I of the tax year. Thus, development in 2012 goes on the tax rolls for the Tax Year 2013. In this analysis, to be conservative, no increase in value on redevelopment or new development after completion has been included. In addition, only a portion of the taxes from increases in real property values for the City of Denton and Denton County are directed to the TIRZ Fund. Taxes from the remaining portion on real and all business personal property values will flow to the City and County. All taxes from increases in real property values will flow to the other taxing jurisdiction (Denton Independent School District). Sales tax income generated from the area will flow to the City of Denton. The land valuation within the TIRZ boundary has continued to decrease in valuation over the past five years. The total assessed land valuation in 2007 was $69,790 and in 2012 is $65,370, a decrease of $4,420. M Exhibit 2 - *Wp Ordinance Project Ranger One 6/16/15 The property contains one single family dwelling currently valued at $54,366, which brings the total 2012 taxable value of the property within the TIRZ boundary to $119,458. For the purposes of this tax increment analysis, the initial tax base for the Tax Increment Fund is assumed to be $119,458. Taxes on the amount of base tax value will continue to flow to all taxing jurisdictions during the 25 -year life of the TIRZ. The increase in value as a result of development within the TIRZ boundary is expected to be created in four different categories: 1. Development /real improvements expected to occur within the TIRZ boundary; 2. Business personal property_ associated with new development; 3. Land value increases expected as properties are sold and removed from the current Ag Exemption; 4. Rollback taxes - one -time revenue paid as property is removed from the current Ag Exemption. Each of these will be discussed in more detail in the following sections. Development/Real Improvements With the stimulus provided by the planned infrastructure improvements and recent development created surrounding this TIRZ, this analysis assumed that a level of development within the TIRZ at build -out would equal $289,629,330 and would take approximately 25 years to complete. to multi - family construction, which is not an eligible use for proposed TIRZ participation. 7 ESTIMATED VALUE PER SITE USE ACRES VALUATION BLDG SQ FT SQUARE FEET Industrial 236.18 4,116,200 $30.00 $123,456,000 Rail Served 180.72 3,148,865 $30.00 $94,465,950 Mixed Use* 219.49 2,390,246 $100.00 $71,707,380* TOTALS 636.39 9,654,312 $289,629,330 *Mixed Use Sites valuation reflects 30% of total valuation created. assuminiz 70% of mixed use development is dedicated to multi - family construction, which is not an eligible use for proposed TIRZ participation. 7 Exhibit 2 - E$Mbttg Ordinance Project Ranger One 6/16/15 To arrive at an annual increase in valuation due to new development, this feasibility plan assumes that 1/251h of this valuation, or $11,585,173, will be added each year. The value created over the life of the TIRZ by new development is shown in attached Table 1. Land Valuation Increase Currently, all of the land within the TIRZ boundary has an Ag Exemption. At the time it is sold for development, the exemption will be removed and the valuation will reflect the market value of the land. In order to determine the estimated land valuation to be created in the TIRZ, City staff compiled an average acre value from the surrounding businesses to arrive at a value of $37,519 per acre. With an estimated 19.31 acres being developed each year, Table 2 shows the impact of adding $724,492 in new value each year. Business Personal Property In order to determine the estimated business personal property value to be captured within this industrial TIRZ, City staff compiled an average of five existing companies (two manufacturers and three warehouse /distribution centers) and determined that business personal property for these companies is 191% more than the real property values (land and improvements). A more conservative percentage of 150% has been applied to the value created by the industrial and rail served sites, and only 50% to the commercial value created within the mixed use area. Revenues from business personal property valuation will not be included in the TIRZ funding. However, it is included in this feasibility plan as this revenue will flow to the taxing entities at 100 percent. The value created over the life of the TIRZ by business personal property is shown in attached Table 3. Rollback Tax Revenue As stated in the previous section, the entire TIRZ area receives an Ag Exemption on the undeveloped land. The owner's cattle are grazing the pasture land. As property is developed, the pasture land will assume its market valuation under industrial zoning, and the new owner will be required to pay the difference between the property tax paid under the Ag Exemption and the higher market valuation for the previous five years. The TIRZ will receive property tax revenue for the rollback taxes for the years that the property has been included in the TIRZ. Rollback tax revenue for years prior to the creation of the TIRZ will belong to the taxing entities at 100 %. Rollback tax revenue is based on the annual land valuation (Table 2) less an 8 Exhibit 2 ZMWW4 Ordinance Project Ranger One 6/16/15 average value per acre under the Ag Exemption of $4,778 for a total estimated annual rollback of $719,714. Rollback taxes are a one -time payment, therefore cumulative valuation is not calculated. The value created over the life of the TIRZ by rollback tax revenue is shown in attached Table 4. Forecast The forecast of increased value created within the TIRZ boundary during the next 25 years from these four categories is shown in Table 5. Revenue to the City of Denton and the City's contribution to the TIRZ over the life of the TIRZ are detailed in attached Table 6. Revenue to Denton County and the County's contribution to the TIRZ over the life of the TIRZ are detailed in attached Table 7. Revenues to the TIRZ Fund over the life of the TIRZ and based on the values shown in attached Table 5 are provided in Table 8. Below is a summary of all revenues: Revenue to Real and BPP Revenue to Real and BPP Revenue to Total Revenue TIRZ Fund City of Denton after TIRZ Denton County after TIRZ Generated Contribution Contribution $14,275,430 $43,926,530 $18,862,910 $77,648,870 The increase in the property tax rate for the City of Denton over the past five years totals $0.023 per $100 valuation. The tax rate for Denton County has increased by $0.047 over the past five years. This study conservatively increases the 2012 tax rates for both the City and County by $0.03 in the eleventh year of the TIRZ. The public infrastructure projects planned to stimulate the higher values created by the TIRZ are shown in Project Plan Exhibit D. L6 2012 Tax Rate % of Tax Jurisdiction Years $ /$100 Value Rate City of Denton 1 -10 0.6897500 40 11 -25 0.7197500 40 Denton County 1 -10 0.2828670 40 11 -25 0.3128670 40 The public infrastructure projects planned to stimulate the higher values created by the TIRZ are shown in Project Plan Exhibit D. L6 Exhibit 2 -EMWto Ordinance Project Ranger One 6/16/15 10 Exhibit 2 -UWt4 Ordinance Project Ranger One 6/16/15 I a 1UTA ably 101 WIN W101011 M01 Assumptions Development Based on build-out of 100% of Industrial and Rail-Served sites plus 30% of Mixed- use site build-out projections equaling $289,629,330. Assumes 25 year build-out with 1/25t' ($11.59M) allocated each of the 25 years of the TIRZ. ffil INCREASE FROM CUMUL-ATIVE DEVELOPMENT $M INCREASE SM $34.77 $46.36 $11.5 • • $11.59 $69.54 $11.59 $81.13 $127.49 $139.08 $150.67 $162.26 31 _$173.85 .11 W .3 $197.03 .31W $208.62 $11.59 $220.21 $11.59 $231.80 2034 $11.59 $243.39 2035 $254.98 2036 $11.59 =10121= $266,570,000 Assumptions Development Based on build-out of 100% of Industrial and Rail-Served sites plus 30% of Mixed- use site build-out projections equaling $289,629,330. Assumes 25 year build-out with 1/25t' ($11.59M) allocated each of the 25 years of the TIRZ. ffil Exhibit 2 -ENM*q Ordinance Project Ranger One 6/16/15 6111 !] Ili ]POWN11110116M YEAR INCREASE FROM DEVELOPMENT $M CUMULATIVE INC REASE $M 2012 2013 $32 $32 2014 2015 2016 $32 $32 —i72 —$1.44 $2.16:1 $2.88 2017 $32 $3.60 2018 $32 $4.32 2019 2020 $32 $32 —$5.04 $5.76 2021 $32 $6.48 2022 2023 $32 i 7-2 $7.20 $7.92 2024 $32 $8.64 2025 2026 $32 $32 $9.36 $10.08 2027 $32 $10.80 2028 $32 $11.52 2029 2030 $32 $32 $12.24 $12.96 2031 $32 $13.68 2032 2033 2034 $32 $32 $32 $14.40 $15.12 $15.84 2035 $32 $16.56 2036 TOTALJ $32 $17,280,000 $17.28 Land Valuation Increase in Land value is based on the average land value of $37,519 per acre of five existing industries immediately adjacent to TIRZ. Table 2 assumes land to be developed 19.31 acres per year. Only includes 482.75 of the 636 developable acres. Land value not applied to land not developable due to flood plain or other issues. w Exhibit 2 -E92NW4 Ordinance Project Ranger One 6/16/15 I 1XV1,18 N1 -1p] 01 W I YEAR INCREASE FROM CUMULATIVE DEVELOPMENT $M INCREASE $M 2012 2013 2014 $14.56 $14.56 2015 $14.56 $29.12 2016 $14.56 $43.68 2017 $14.56 $58.24 2018 $14.56 $72.80 2019 $14.56 $87.36 2020 $14.56 $101.92 2021 $14.56 $116.48 2022 $14.56 $131.04 2023 $14.56 $145.60 2024 $14.56 $160.16 2025 $14.56 $174.72 2026 $14.56 $189.28 2027 m $14.56 $203.84 2028 $14.56 $218.40 2029 $14.56 $232.96 2030 $14.56 $247.52 2031 $14.56 $262.08 2032 $14.56 $276.64 2033 $14.56 $291.20 2034 $14.56 $305.76 2035 $14.56 $320.32 2036 $14.56 $334.88 TOTAL 880,000 BPP Valuation Business Personal Property (BPP) projections based on average of taxable BPP (BPP less Freeport Exemptions) of five existing industries in immediate area of TIRZ. Actual existing BPP equals 191% of real value. Conservative BPP projections of 150% on Industrial and Rail- served sites and 50% on Mixed-use commercial sites used in Feasibility Plan. 13 Exhibit 2 -MMW4 Ordinance Project Ranger One 6/16/15 I I NO H 0 -0 EA I 0 D L 01 Assumptions Rollback Value Rollback value is based on one-time assessment of land removed from Ag Exemption of $719,714. Rollback assessment equals Land Value in Table 2 of $724,492 ($37,519/acre x 19.31 acres) less Ag Value currently assessed $4,778. Example - Rollback paid on 2009, 2010, 2011, 2012 and 2013. Revenues from 2012 and Land sold in 2013: 2013 allocated to TIRZ; 2009, 2010, & 2011 revenues only to taxing entities. TIRZ fund benefits from Rollback for those years the TIRZ has been established. 14 ROLLBACK YEAR VALUE 2012 2013 $1.44 2014 $2.16 2015 $2.88 ryryryryryryryry2016 $3.60 2017 $3.60 2018 $3.60 2019 $3.60 2020 $3.60 2021 $3.60 2022 $3.60 2023 $3.60 2024 $3.60 2025 $3.60 2026 $3.60 2027 $3.60 2028 $3.60 2029 $3.60 2030 $3.60 2031 $3.60 2032 $3.60 2033 $3.60 2034 $3.60 2035 $3.60 2036 $3.60 TOTAL ---- — $82,089,000] Assumptions Rollback Value Rollback value is based on one-time assessment of land removed from Ag Exemption of $719,714. Rollback assessment equals Land Value in Table 2 of $724,492 ($37,519/acre x 19.31 acres) less Ag Value currently assessed $4,778. Example - Rollback paid on 2009, 2010, 2011, 2012 and 2013. Revenues from 2012 and Land sold in 2013: 2013 allocated to TIRZ; 2009, 2010, & 2011 revenues only to taxing entities. TIRZ fund benefits from Rollback for those years the TIRZ has been established. 14 Exhibit 2 -EN Wit4 Ordinance Project Ranger One 6/16/15 CITY OF DENTON TAX W, TOTAL TOTAL TOTAL YEAR DEVELOP- LAND ANNUAL CUMULATIVE ROLLBACK CUMULATIVE MENT VALUATION VALUATION AND ROLLBACK 2012 2013 $0.72 $0.72 $0.72 $1.44 $2.16 2014 -- $11.59 $0.72 $12.31 $13.03 $2.16 $14.47 2015 $11.59 $0.72 $12.31 $25.34 $2.88 $27.50 2016 $11.59 $0.72 $12.31 $37.65 $3.60 $40.53 2017 $11.59 $0.772'-$12.31 $49.96 $3.60 $53.56 2018 $11.59 $0.72 $12.31 $62.27 $3.60 - $65.87 2019 $11.59 $0.72 $12.31 $74.58 $3.60 $78.18 2020 $11.59 $0.72 $12.31 $86.89 $3.60 - $90.49 2021 $11.59 $0.72 - $12.31 $99.20 $3.60 $102.80 2022 $11.59 $0.72 $12.31 $111.51 $3.60 $115.11 2023 $11.59 $0.72 $12.31 $123.82 $3.60 $127.42 2024 $11.59 $0.72 $12.31 $136.13 $3.60 $139.73 2025 $11.59 $0.72 $12.31 $148.44 $3.60 $152.04 2026 $11.59 $0.72 3 $12.31 $160.75 $3.60 $164.35 2027 $11.59 $0.72 $12.31 $173.06 . ..... $3.60 $176.66 2028 $11.59 $0.72 $12.31 $185.37 $3.60 $188.97 2029 $11.59 $0.72 $12.31 $197.68 $3.60 $201.28 2030 $11.59 $0.72 $12.31 $209.99 $3.60 $213.59 2031 -1.5 9 $0.72 $12.31 $222.30 $3.60 $225.90 2032 $11.59 $0.72 $12.31 $3.60 $238.21 2033 $11.59 $0.72 ---$234.61 $12.31 $246.92 $3.60 $250.52 2034 $11.59 $0.72 $12.31 $259.23 $3.60 $262.83 2035 $11.59 $0.72 $12.31 $271.54 $3.60 $275.14 2036 $11.59 $0.72 $12.31 $283.85 $3.60 $287.45 TOTAL 266570,000 $17,280,000 I $283,950,00q _L $82,080,000 I W, Exhibit 2 -EAW4 Ordinance Project Ranger One 6/16/15 0 16 CITY REVENUE CITY TIRZ CONTRIBUTION YEAR REVENUE $K CUMULATIVE CONTRIBUTION CUMULATIVE CONTRIBUTION REVENUE $K $K $K 2012 2013 2014 $23.85 $23.85 $5.97 $5.97 1 2015 $173.29 $197.14 $41.92 $47.89 2016 $322.72 $519.86 $77.87 $125.76 2017 $472.16 $992.02 $113.81 $239.57 2018 $623.58 $1,615.60 $147.78 $387.35 2019 $775.00 $2,390.60 $181.74 $569.09 2020 $926.43 $3317.03 $215.70 $784.79 2021 $1,124.73 $4,441.76 $260.52 $1,045.31 2022 $1,282.74 $5,724.50 $295.96 $1,341.27 2023 $1,440.74 $7,165.24 $331.40 $1,672.67 2024 $1,598.75 $8,763.99 $366.84 $2,039.51 2025 $1,756.76 $10,520.75 $402.28 $2,441.79 2026 $1,914.77 $ 1.. .................,..,........F. 12,435.52 . ..... - $437.72 ----- - $2,879.51 2027 $2,072.78 $14,508.30 $473.16 $3,352.67 2028 $2,230.79 $16,739.09 $508.60 $3,861.27 2029 $2,388.79 $19,127.88 $544.04 $4,405.31 2030 $2,546.80 $21,674.68 $579.48 $4,984.79 2031 $2,704.81 $24,379.49 $614.92 $5,599.71 2032 $2,862.82 $27,242.31 $650.36 $6,250.07 2033 $3,020.83 $30,263.14 $685.80 $6,935.87 2034 $3,178.84 $33,441.98 $721.24 $7,657.11 2035 $3,336.84 $36,778.82 $756.68 $8,413.79 2036 $3,494.85 $40,273.67 $792.12 $9,205.91 2037 $3.652.86 $43.926.53 $827.56 $10,033.47 TOTAL $43,926,530 $10,033,470 16 Exhibit 2 -UhikkQ Ordinance Project Ranger One 6/16/15 TABLE 17 - COUNTY REVENUE - --- - ----- ------ COUNTY TIRZ CONTRIBUTION CUMULATIVE CONTRIBUTION CUMULATIVE YEAR REVENUE $K VENUE $K $K CONTRIBUTION $K 2012 2013 2014 . .......$7.34 $7.34 $0.82 $0.82 2015 $67.40 $74.74 $14.75 $15.57 2016 $127.46 $202.20 $28.68 $44.25 2017 $187.53 $389.73 $42.60 $86.85 2018 $249.62 - - - ------------------- 3-9.3-5 $56.53 $143.38 2019 $311.72 $951.07 $70.46 $213.84 2020 $373.82 $1,324.89 $84.39 $298.23 2021 $482.51 $1,807.40 $108.74 $406.97 2022 $550.84 $2,358.24 $124.15 $531.12 2023 $619.52 $2,977.76 $139.55 $670.67 2024 $688.20 $3,665.96 $154.96 $825.63 2025 $756.89 $4,422.85 $170.36 $995.99 2026 $825.57 $5,248.42 $185.77 $1181.76 2027 $894.26 $6,142.68 . ............ $201.17 $1382.93 2028 $962.94 $7,105.62 $216.58 $1599.51 2029 $1031.63 $8,137.25 $231.98 -$1831.49 2030 $1100.31 $9,237.56 $247.39 $2078.88 2031 $1169.00 $10.,406.56 $262.79 $2341.67 2032 $1237.68 $11,644.24 $278.20 $2619.87 2033 $1306.37 $12,950.61 $293.61 $2913.48 2034 $1375.05 $14,325.66 $309.01 $3222.49 2035 $1443.73 $15,769.39 $324.42 $3546.91 2036 $1512.42 $17,281.81 $339.82 $3886.73 2037 $1581.10 $18,862.91 $355.23 $4241.96 TOTAL! $18,862,910 $4,241,960 -1 17 Exhibit 2 -UWlq Ordinance Project Ranger One 6/16/15 CITY COUNTY TOTAL TIRZ CUMULATIVE YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ CONTRIBUTIONS $K $K $K $K 2012 2013 2014 $5.97 $0.82 $6.79 $6.79 2015 $41.92 $14.75 $56.67 $63.46 2016 $77.87 $28.68 $106.55 $170.01 2017 $113.81 $42.60 $156.41 $326.42 2018 $147.78 $56.53 $204.31 $530.73 2019 $181.74 $70.46 $252.20 $782.93 2020 $215.70 $84.39 $300.09 $1,083.02 2021 $260.52 $108.74 $369.26 $1,452.28 2022 $295.96 $124.15 $420.11 $1,872.39 2023 $331.40 $139.55 $470.95 $2,343.34 2024 $366.84 $154.96 $521.80 $2,865.14 2025 $402.28 $170.36 $572.64 $3,437.78 2026 $437.72 $185.77 $623.49 $4,061.27 2027 $473.16 $201.17 $674.33 $4,735..60. 2028 $508.60 $216.58 $725.18 $5,460.78 2029 $544.04 $231.98 $776.02 $6,236.80 2030 $579.48 $247.39 --$8-26.87 $7,063.67 2031 $614.92 -�2- 62.79 $877.71 $7,941.38 2032 $650.36 $278.20 $928.56 $8,869.94 2033 $685.80 $293.61 --K9- 7 -9.4 1 $9,849.35 2034 $721.24 $309.01 $1,030.25 $10,879.60 2035 $756.68 $324.42 $1,081.10 $11,960.70 2036 $792.12 $339.82 $1,131.94 $13,092.64 2037 $827.56 $355.23 $1,182.79 $14,275.43 TOTAL -'-----$-16,033,470 $4,241,960 $14,275,430 18 Exhibit 20SgOrdinance Project anger ne 6/16/15 Pre -TIRZ Administrative Costs Legal Invoice Date Amount Schrader & Cline 11/2/2012 $ 1,944.02 Schrader & Cline 12/4/2012 $ 675.00 Terry D. Morgan & Assoc. 10/31/2013 $ 1,230.00 Terry D. Morgan & Assoc. 3/31/2014 $ 870.00 $ 4,719.02 aruz=71 Teague Nall & Perkins Exhibit 2 - Westray Ordinance 6,182.14 Project Ranger One 6/16/15 11,791.60 Unit ech Exhibit F 7,133.05 Pre-Development Costs Legal 6,577.77 Teague Nall & Perkins MeIlia & Larson 7706-7710 32,5.00 Mellina & Larson 7716-7721 675.00 Mellina & Larson 7776-7783 5,550.00 D. Wardard Glenn PC 7812 11,135.00 Mellina & Larson 7815-7819 125.00 D. War d Glenn PC 79GB 1,612.50 Mellina & Larson 7911-7916 577.50 MeIlia & Larson 7918-792-2 3,630.00 Mellina & Larson 8007-8011 1,760.00 Mellina & Larson 8032-8037 7,452.50 Mellina & Larson 8129-8133 1,443.75 Mellina & Larson 8138-8140 2,937.50 Mellina & Larson 8186-8190 110.00 D. Woodard Glenn 8269-8271 6,75ii.00 D. Woodard Glenn 8282 825.00 Mellina & Larson 8315 991.00 MeIlia & Larson 8339 2,283.50 Mellina & Larson 8432 8,877.00 57,060.25 aruz=71 Teague Nall & Perkins 7992 6,182.14 Unit ech 8195 11,791.60 Unit ech 8311 7,133.05 Unit ech 8312 6,577.77 Teague Nall & Perkins 8309 9,542.28 Teague all & Perkins 8309 5,366.62 Teague Nall & Perkins 8310 3,748.91 Teague all & Perkins 9401 2,806.72 Unitech 8437 9,005.00 Unitech 8438 3,935.00 66,089.09 Construction Management: Texas land & Building 8120 10,000.00 Traffic Impact Analysis: Alliance Transportation 8323 10,3'50.00 Alliance Transportation 8324 8,050.00 Alliance Transportation 8428 3,450.00 =92,210 F F, 0-11-mm Page 26 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit G -1 Description of Phase I Public Improvements • Two additional lanes added to the western side of the existing pavement for Western Boulevard from Airport Road to Jim Christal Road, all located entirely within the existing public right -of -way for Western Boulevard, consisting of approximately 6,400 linear feet of two additional traffic lanes (16 -foot and 12 -foot lanes) with curbs. (Note: Although the original long range plans for Western Boulevard included a total of six lanes, the recent Traffic Study indicates that only four lanes total are necessary; and accordingly, the parties acknowledge that the two additional lanes described immediately above are the only additional lanes which Westray is responsible for constructing, whether or not Westray proceeds with Phases II and I11.) • Associated drainage improvements which will be located entirely within the existing public right -of -way for Western Boulevard and shall include reinforced concrete pipe (RCP) ranging in size from 18 "to 27 ". There will be approximately 13 drainage inlets (ten 20' inlets and three 10' inlets). • Sanitary sewer line extension which will consist of an approximate 1,500 feet of 8" PVC and an approximate 4,900' of 15" PVC pipe, all located entirely within the existing public right -of -way for Western Boulevard. • Waterline extension which will run from Airport Road to US 380 (University Drive) and is approximately 10,682 linear feet of 16" ductile iron (DI) pipe, all located entirely within the existing public right -of -way for Western Boulevard. • Landscaping in connection with the forgoing to City standards, all located entirely within the existing public right -of -way for Western Boulevard. • Install traffic signals at the following intersections: (i) Western Boulevard and US 380 (University Drive), (ii) Western Boulevard and Jim Christal Road and (iii) Western Boulevard and Airport Road. • Street, directional and /or other signage, all located entirely within the existing public right -of -way for Western Boulevard. • If Westray determines that extension of low or high pressure gas pipeline is necessary or desirable and not separately completed by applicable utility providers, then Westray may, but is not required to, include as part of the Public Improvements for Phase I an extension of low and /or high pressure gas line(s), all located entirely within the existing public right -of -way for Western Boulevard or within existing easement areas previously granted to the City of Denton. Page 27 REIMBURSEMEN "T" AGREEMENT. Exhibit 2 - Westray Ordinance Project Ran er One 6/16/15 Exhibit G -1 Description of Phase I Public Improvements In addition to the forgoing, it is acknowledged that pursuant to a separate agreement between Westray's affiliate Westpark Group, LP and the City of Denton, certain drainage improvements are to be constructed by the City of Denton to the East of Western Boulevard, between Western Boulevard and the existing railroad spur (all as more particularly described therein) ( "Additional Drainage Improvements ") . Westray is not responsible for constructing the Additional Drainage Improvements but Westray or its affiliate is expected to advance funds to the City of Denton to cover the cost to construct the Additional Drainage Improvements ( "Westray Advanced Funds "). The Additional Drainage Improvements are not part of the Public Improvements hereunder insofar as any obligation of Westray to construct same, but they are included in the Public Improvements hereunder insofar as the Westray Advanced Funds shall be considered Project Costs for all purposes under this Agreement. Page 28 IMSURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ran er One 6/16/15 Exhibit G -2 Description of Phase II Public Improvements • Reconstruct Jim Christal Road and West Oak Street from Western Boulevard to the I -35 Frontage Road will consist of an approximate 6,400 linear feet of 54 -feet of pavement (four travel lanes and a center 24 -foot median), all located entirely within the Expanded Jim Christal /West Oak Right -of -Way (as defined in Exhibit I). There will be a 16 -foot and an 11 -foot travel lane in each direction, with curbs. Associated drainage improvements which will be located entirely within the Expanded Jim Christal /West Oak Right -of -Way and shall include approximately 8,500 linear feet of approximately 30" RCP pipe. There will be approximately 24 drainage inlets (sixteen 20' inlets and eight 10' inlets) and one drainage crossing improvement. • Sanitary sewer line extension which will consist of an approximate 3,400 feet of 8" PVC and an approximate 4,000' of 12" PVC pipe, all located entirely within the Expanded Jim Christal /West Oak Right -of -Way. • Waterline extension which will consist of 2,400 linear feet of 12" PVC and 2,000 linear feet of 16 "PVC, all located entirely within the Expanded Jim Christal /West Oak Right - of -Way. Page 29 'IMEIJRSEMEN "r AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit G -3 Description of Phase III Public Improvements • Extend Precision Drive from the existing Northern terminus Northward to West Oak Street, all located entirely within the Dedication Land (as described in Exhibit I) which will consist of approximate 2,200 linear feet of two travel lanes with a continuous center turn lane, and curbs. • Associated drainage improvements which will be located entirely within the Dedication Land and shall consist of approximately 3,300 linear feet of approximately 30" RCP pipe. There will be approximately 9 drainage inlets (six 20' inlets and three 10' inlets). • Sanitary sewer line extension which will consist of approximately 2,700 linear feet of 8" PVC, all located entirely within the Dedication Land. • Waterline extension from the northern terminus of the existing waterline located in the existing portion of Precision Drive, extending northward to the waterline located within Jim Christal Road, consisting of approximately 4,000 linear feet of 12" PVC, all located entirely within the Dedication Land. Page 30 RE%MEURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit -1 Cost Schedule for Phase I I - Western Blvd. Paving, Drainage, Water and Sewer Total Phase I Project is S z S 95,173 S 907,930 $ 1,987,570 S - S S 100, $ 100, $ I. $ $ $ 236, $ 25, KOOO S 25. $ 420.561 Estimated Interest e I Project s• $Z *Actual Interest will depend on the availability of funds In the Tax Increment Fund and the timing of disbursements from the Tax Increment Fund to Westray for reimbursement of Verified Project cosm 7hls estimate Is used only to Illustarte possible Interest that will be Incurred and Is not a maximum or minimum amount Page 31 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranqer One 6/16/15 Exhibit H-2 Cost Schedule for Phase 11 Hard Carusbustlon Costs Jim chit stal/wesi oak Paving $ Z501 150 JC/WO Storm Drainage 703,900 JC/WO Sanitary Sewer 2B2 200 JC/WO Water S 514,860 TRfficftnals West Oak/0-35SB S 306000 West oak/0-35NB S 30,000 West oak/Predsion $ Landscaping/Irrigation S 100,000 Entry Monument $ 30.000 Electricity Gas 40,W0 T Hard Costs 4,232 190 Soft coirts Engineering S 150,000 Administrative S 25,000 Permits/Fees; S 25,000 CM Fee $ K644 Insurance S 25,000 Landscape ArchItect $ 10,000 Total Soft Costs 9 319.6" Contingency $ 455,183 Tatal Phase 11 Cwts $ 5,007,017 Estimated Interest on Phase 11 Project Costs" S 1,100,000 'Actual Interest will depend on the availability of funds in the Tax Increment Fund and the timing of disbursements from the Tax increment Fund to WestraY for reimbursement of Verified Project Costs. This estimate Is used Only to Illustarte possible interest that will be incurred and is not a maximum or minimum amount Page 32 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project RVrltqr One 6/16/15 E it H-3 Cost Schedule for Phase III Phase III - Precision Drive Pavin& Drainage Water and Sanitary Sewer $ 80,000 80,000 90,0DO 50,0DO $ 50,0DO S S 501wo 101000 10,000 50,000 $ 10,000 $ 159,262 CIL , q= Estimated Interest on Phase 11 Project Cosb* S 200,000 Page 33 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit I Easement Areas All Public Improvements will be located in existing easements, land owned by the City and /or public rights -of -way, except for the following: • The Additional Drainage Improvements will be located in the area described on Exhibit I -1 hereto ( "Drainage Easement Area "), and Westray shall cause a drainage easement instrument to be executed and recorded covering such area, and all Additional Drainage Improvements will be located in such area. If Westray elects to proceed with the Phase II Public Improvements, Westray will cause up to 25 feet of land to be dedicated on both sides of Jim Christal Road and West Oak Street (for those portions extending from Western Boulevard to the I -35 Frontage Road only) (the existing right -of -way for Jim Christal Road and West Oak Street as expanded by the additional dedications described immediately above may be collectively referred to as the "Expanded Jim Christal /West Oak Right -of- Way "). • If Westray elects to proceed with the Phase III Public Improvements, Westray will cause the strip of land shown on Exhibit I -2 attached hereto (running North -South from the existing Northern terminus of Precision Drive Northward to West Oak Street) ( "Dedication Land ") be publically dedicated, and all Phase III Public Improvements will be located within such area. Page 34 IMDURSEMEd'r AGREEMEW Exhibit 2 - Westray Ordinance Projec a Exng 1tQnl6/16/15 Drainage Easement Area SITUATED in the City of Denton, Denton County, Texas, and being a strip of land in the J. PERRY SURVEY, Abstract No. 1040, and being across a portion of LOT 2A, BLOCK A, PHASE 2, WESTPARK ADDDITION, as shown on plat thereof recorded under Denton County Clerk's (Clerk's) File No. 2011 -116, and said strip being more fully described as follows: BEGINNING at an "Arthur Surveying Company" 5/8" iron rod found in place for the northwest corner of Lot 1, Block 1, R. D. Wells Interchange, shown on plat thereof recorded in Cabinet Y, Page 619, of the Denton County Plat Records, said point being 0.54 foot South 89 degrees East from the east line of that certain railroad spur easement described in Assumption of Easement Rights to BC Rail Spur, L. P. recorded under Clerk's File No. 2007 - 12766; THENCE South 1 degree, 13 minutes, 25 seconds West with a common line between said Lot 1 and said Lot 2A, and generally along said east line of rail spur easement, 89.02 feet; THENCE South 66 degrees, 20 minutes, 55 seconds West across said Lot 2A, 681.33 feet to a point in a west line of said Lot 2A and the east line of Western Boulevard (variable width right -of -way) as described in instrument recorded under Clerk's File No. 2007 - 81316, said point being 20.92 feet North 8 degrees, 32 minutes, 55 seconds East from an "RPLS 1 640" capped 5/8" iron rod set for the end of a curve in said west line and east right -of -way line; THENCE North 8 degrees, 32 minutes, 55 seconds East with said west line of Lot 2A and east line of Western Boulevard, 171.99 feet; THENCE easterly across said Lot 2A, the following courses and distances: North 84 degrees, 03 minutes, 30 seconds East, 149.69 feet; North 66 degrees, 20 minutes, 55 seconds East, 442.91 feet; and, South 88 degrees, 50 minutes, 30 seconds East, at 45.31 feet crossing said east line of rail spur easement and continuing in all 45.85 feet to the PLACE OF BEGINNING, and containing 1.6234 acres. Page 35 REIMBURSEMENT AGREEMEMF Exhibit 2 - Westray Ordinance Project R n er One 6/16/15 Exhibit I -2 Dedication Land Page 36 REIMBURSEMENT AGREEMENT Exhibit 3 - Resolution 91 -008 Project Ranger One 6/16/15 RESOLUTION NO. � L A RESOLUTION APPROVING THE INFRASTRUCTURE FINANCING POLICY; REPEALING R89 -019; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Denton Development Plan adopted by the City of Denton contains policies providing for the expenditure of public funds to encourage balanced growth an economic development; and WHEREAS, in furtherance of those policies, the 1991 -1995 Capital Improvement Plan approved by the City Council proposes to allocate $500,000 each year to fund Water and Sewer Line Infrastructure Financing to carry out the balanced growth and economic policies of the Denton Development Plan; and WHEREAS, the Public Utilities Board and Planning and Zoning Commission have considered and recommended adoption of amendments to the existing Infrastructure Financing Policy; NOW, THEREFORE; BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON: SECTION I. That the Infrastructure Financing Policy, attached hereto as Exhibit I, is approved. SECTION II. That Resolution No. R89 -019, adopted on March 7, 1989, approving the Guidelines for Funding and Selecting Development Plan Candidate Water and Sewer Lines, is repealed. SECTION III. That this resolution shall become effective immediately upon its passage and approvil. PASSED AND APPROVED this the 1'� day of P4bAXZ&Aq 1991. BOB C /ASSTLEBERRY, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: (J APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY BY: 1 4' Exhibit 3 - Resolution 91 -008 Project Ranger One 6/16/15 INFRASTRUCTURE FINANCING POLICY Fundina Polic The City of Denton Utilities Department policy is to facilitate local economic growth through a program of Infrastructure Financing. During its annual review of the Utility Department's Capital Improvements Plan (CIP), the Public Utilities Board shall consider the allocation of up to $500,000 annually to finance the construction of infrastructure water or sewer lines. This allocation shall consist of $250,000 from the Water CIP and $250,000 from the Wastewater CIP. That portion of each annual allocation that remains unobligated at close of the fiscal year shall carry forward into the following fiscal year. However, the cumulative total of said unobligated annual allocations shall not exceed $2 million at any time. Selection Polic Infrastructure Financing shall be provided only to: 1) Industrial prospects which have committed to building facilities in Denton. 2) Commercial /retail prospects which have committed to building facilities in Denton and which: a) sell a majority of their goods or services to individuals or businesses outside of Denton, or b) manufacture goods for consumption in Denton which were previously manufactured outside of Denton. 3) Prospects which have committed to building corporate headquarters facilities in Denton. All requests for Infrastructure Financing shall be subject to the economic analysis detailed in this Policy. This analysis shall determine project costs and benefits over a five year period. Infrastructure Financing may be allocated only if project benefits are equal to or exceed project costs. Exhibit 3 - Resolution 91 -008 - Project Ranger One 6/16/15 For purposes of the economic analysis: Project costs shall consist of 100% of: Debt service associated with the subject utility line's construction, and Return on investment associated with the completed subject utility line Project benefits shall consist of 25% of: Revenue from ad valorem tax on prospect's local property, plant and equipment Revenue from sales tax on prospect's products and services sold by the Denton facility Revenue from sales tax on local purchases by the Denton - resident labor force generated by prospect's locating in Denton and 100% of: Revenue from sales tax on prospect's local purchase of its facility's construction materials Revenue from that portion of the prospect's local consumption of Denton utilities that is contributed toward the return on investment Funding of projects shall be granted based on the date of submission of application; i.e., first come, first served. Lines under consideration shall begin at an existing City main line and end at the edge of the prospect's property which is closest to the existing main and which is technically feasible. The funding recommendation shall state funding limits for the total project and its construction components as well as a time limit on the funding commitment. Funds shall be disbursed to the prospect or the prospect's designee only: 1) upon presentation of a Certificate of Occupancy for the prospect's Denton facility, or 2) in intermittent payments as construction of the subject utility line progresses Page 2 Exhibit 3 - Resolution 91 -008 Project Ranger One 6/16/15 Unencumbered project funds shall be returned to the Infrastructure Financing accounts. Application Process Step 1 Infrastructure Financing applications shall be available from the City's Economic Development Office. This Office shall: provide prospect with economic assistance information provide prospect with an application form and assist with its completion notify affected Departments of prospect's application coordinate the prospect's access to City Departments prepare an economic assistance package for the prospect Step 2 Completed applications shall be returned to the Economic Development Office which shall forward a copy of the prospect's completed application to: Planning Department for preparation of a land use analysis; and the Utilities Department for preparation of a five year economic analysis, and technical and cost assessment of providing utility service to the prospect. Step 3 The Public Utilities Board shall review the prospect's application, the technical issues of providing utility service to the prospect, the completed economic analysis and forward a recommendation for funding consideration to the Planning and Zoning Commission. Such recommendation may support the prospect's request for an exemption from those provisions of the Sub - Division ordinance regarding the extension of utility lines. Step 4 The Planning and Zoning Commission shall review the prospect's application, a completed land use analysis, the economic analysis, and the Public Utilities Board's recommendation and forward both the Board's and its own recommendation to the City Council. Page 3 Exhibit 3 - Resolution 91 -008 Project Ranger One 6/16/15 Page 1 ADMINISTRATIVE POLICY / PROCEDURE SUBJECT: �(," i/_� INFRASTRUCTURE FINANCING TITLE: N/ASIEWAi6t -YY� INFRASTRUCTURE FINANCING POLICY 'TILITIES EFFECTIVE DATE: ECONOMIC DEVELOPMENT POLICY As expressed by the Denton Development Plan which was adopted by the Denton City Council on. September 5, 1989, the major goals of the City's economic development policy are as follows: - to strengthen and diversify the urban economic base - to create a wide range of employment opportunities - to expand the City's tax. base These goals will be accomplished principally through municipal efforts to: - attract basic industries, to Denton - encourage basic industries already in Denton to expand locally. The City of Denton Utilities Department policy is to support the Citv Council's economic development goals and efforts by offering basic industries economic incentives, principal among which is the Infrastructure Financing Program. This Program will lower a basic industry's total cost of locating to or expanding in Denton by allowing the City to absorb part of the cost to construct the following types of water and sewer mains: - those water and sewer mains which are necessary to serve the new or expanded basic industry - those water and sewer mains which are required by the City's subdivision ordinance. Funding Policy During its review of the Utility Department's Capital Improvements Plan (CIP), the Public Utilities Board shall consider the allocation of up to $500,000 annually to fund the Infrastructure Financing Program. This allocation shall consist of $250,000 from the Water Department's CIP and $250,000 from the Wastewater Department's CIP. Exhibit 3 - Resolution 91 -008 Au,✓ INI5 I KA FIVE P(DL).�:Y / PROCEDURE After such consideration, the Public Utilities Board shall make an Infrastructure Financing Program funding recommendation to the City Council and the City Council shall determine the Program's conditions and funding level. That portion of each annual Infrastructure Financing Program allocation which remains unobligated at the close of the fiscal year shall be transferred to the Fund Balance and may be reallocated for Infrastructure Financing in the following year's budget. However, the total of said unobligated annual allocation shall not exceed $2 million at any time. During its consideration of annual Infrastructure Financing Program funding, the Public Utilities: Board shall evaluate the Program's results and report that. evaluation to the City Council. Selection Policy (A) Infrastructure Financing shall be: provided only to: 1) industrial prospects which have committed to building facilities in Denton 2) commercial /retail prospects which have committed to building facilities in Denton and which: a) sell a majority of their goods or services to individuals or businesses outside of Denton, and /or b) manufacture goods for consumption in Denton which were previously manufactured outside of Denton 3) Corporate headquarters prospects which have committed to building facilities in Denton (B) All requests for Infrastructure Financing shall be subject to the economic analysis detailed in this Policy. This analysis shall determine the subject utility line's construction benefits and cost over a five year period. Infrastructure Financing may be available only if the benefits of the line's construction are equal to or exceed the cost of the line's construction. Exhibit 3 - Resolution 91 -008 AD. i I N I S TWATME 161P OL,,:Y / PROCEDURE Page 3 (C) For purposes of the economic analysis: 1) Construction costs shall consist of 100% of: a) debt service associated with the subject utility line's construction, and b) return on investment associated with the completed subject utility line. 2) Construction benefits shall consist of 25% of: a) revenue from ad valorum tax: on prospect's local property, plant and equipment, b) revenue from sales tax on prospect's products and services sold by the Denton; facility, c) revenue from sales tax on local purchases by the Denton - resident labor force: generated by prospect's locating in Denton. and 100% of: d) revenue from sales tax on prospect's local purchase of its facility's construction materials, and e) revenue from that portion of the prospect's local consumption of Denton utilities that is contributed toward the return on investment. (D) Funding of prospects shall be based on their dates of application i.e., first come, first served. (E) Lines under consideration shall begin at an existing City main line and end at the closest technically feasible edge of the prospect's property. (F) The funding recommendation shall state funding limits for the total project and its construction components as well as a time limit on the funding committment. Exhibit 3 - Resolution 91 -008 ALMINIST"RATME" "POLICY / PROCEDURE Page 4 (G) Funds shall be disbursed to the prospect or the prospect's designee only as follows: 1) upon presentation of a Certificate of Occupancy for the prospect's Denton facility,, or 2) in intermittment payments as construction of the subject utility line progresses. (H) Unobligated project funds shall be returned to the Infrastructure Financing Program account. Application Process Step 1 Infrastructure Financing applications shall be available from the City's Economic Development Office. This Office shall: provide prospect with economic assistance information provide prospect with an application form and assist with its completion notify affected Departments of prospect's application coordinate the prospect's access to City Departments prepare an economic assistance package for the prospect Step 2 Completed applications shall be returned to the Economic Development Office which shall forward a copy of the prospect's completed application to: Planning Department - prepares land use analysis Utilities Department - prepares five year economic analysis, and technical and cost. assessment of providing utility service to the: prospect Step 3 The Public Utilities Board shall review the prospect's application, the technical issues of providing utility service to the prospect, a completed economic analysis and forward a recommendation for funding consideration to the Planning and Zoning Commission. Such recommendation may support the prospect's request for an exemption from those provisions of the Sub - Division ordinance regarding the extension of utility lines. Exhibit 3 - Resolution 91 -008 AD,.►CR ISTReNTI'V'E "°'POLi�:Y / PROCEDURE Step 4 Page 5 The Planning and Zoning Commission shall review the prospect's application, a completed land use analysis, the economic analysis, and the Public Utilities Board's recommendation and forward both the Board's and its own recommendation to the City Council. CLPOLICY.DOC 00 N } n N } W N } N } (n T � � C � Q � } a) N > C a) � U O) c m co d r N � a) L O w d N N } N } > H .T c Q u C O1 C O t C OL N 00 O^ w O 0 00 � > Ln Z H O^ � Z Lu C Z .Ln Ln Ln F- — N N N N c} rt W. 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W m K 00 at O to to to a V K � V .T I-I W � � N N r �o 00 N Ln V/ Ln O O O n at I-I W O Ln 00 ni .t to O0000 .Ln-i . -i 00 a} to to to to to to tiN w tiN w aJ aJ > > N� v� O O m E E E a Y c _ p N N 3 x r0 O V +' U SE cu o O o 0 = In O O 0 O Y .0 C 1 Jw C a c c cu cu a> m m E E E c i, i, u w w C O O O C N N O E E V E E E m c O O O Y cc cc 'U K ' > N > C N T 6 cu cu C 0 V H H V Q N N N N c} rt W. N N rt N N rt N N rt m 00 V N' cli 00 V/ m 00 Ln N' 00 M m 00 Vi N 00 M m m m Lo W ryl V/ L0 N N O 00 Lf aJ E W aJ } W O N V M LD' +/f aJ W aJ } d' O O O O O Ln O w LD O w V O m n w w O cr 1- W W O O iL O m It O cr a--I N ll ' O O 00' ' O O N O O' I�r w w O V1 Ln O N N O W N O N N W N N cr d' m r .i m m O Il O O T � yr to of yr to of yr to yr to yr O LL Y v x N N Ln N N O 00 ti m O O F N H n 1= C 0 H O W V w a N M E u G -6 U _ O N _ O b�A ti G m — o m =m O m O O gm O O O YO � .Q =, r0 u n n > w> c m -6 I� .--i N C O N Y N O U B in N E O -O O V E -O V V v ti .E x V T x Y _O K Q w. T m aJ m U N > 00 x E O O a V ° E a o c O O' V N 0 N N N G N Q o d K � T u = ° Q aj c Q V v O o2S LL LL C N aJ K w O D vc E Q) m N O O O V E > O m K Q O N Y a V K � V Exhibit 5 - Work Session Presentation Project Ranger One 6/16/15 ax nci'(�,I'M�11,11 Created in December 2012 Purpose- finance needed infrastructure +/- 700 acres of undeveloped industrial land Owned by Rayzor Investments 25-year TIRZ with -$14M in revenue Existing Reimbursement Agreement with Rayzor 6/11/2015 • Resolution 91-008 - created Water and Wastewater Development Plan Line Funds • Allocated $250,000 annually per fund up to $1 M per fund (annual CIP process) • Reserve Fund for water and wastewater improvements for significant economic development projects MENIMMINEW- F'roject Ranger One A new industrial business locating in the Westpark TIRZ 2 o 800,000+/- sf distribution facility al o Approximately $135 million capital investment o 165 jobs; annual payroll of around $7.2 million o Average annual wage of $44,000 rtd'j IN "'EM 1W !,K, !, Exhibit 5 - Work Session Presentation Project Ranger One 6/16/15 F'roject Ranger One Timing — target closing date of mid-June o Preliminary & final plats under review o Need incentive executed prior to closing date o Expected apprx $710,000 annually in local property tax revenue o Currently City and County participate in TIRZ at 40% o Existing Reimbursement Agreement F'roject Ranger One Located inside the Westpark TIRZ Boundary o Phase I Infrastructure Improvements — Water line from Airport Rd to Highway 380 Widening of Western from 2 to 4 lanes (Airport Rd to Jim Christal Rd) Wastewater & drainage improvements to service Western frontage Approximately $6-7 million in costs 6/11/2015 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -471, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: June 16, 2015 SUBJECT Receive a report; hold a discussion, and give staff direction regarding the preliminary FY 2015 -16 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. BACKGROUND The purpose of this Work Session item is to provide the City Council with some preliminary information regarding the FY 2015 -16 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. The financial planning process is still in the early stages and, as a result, the forecast should not be considered complete. Over the next several weeks, staff will work to finalize the FY 2015 -16 Proposed Budget and Five Year Financial Forecast recommendations. The final version of the financial plan will be submitted to the City Council with the City Manager's recommended budget at the end of July 2015. In addition to the General Fund, the attached presentation details the preliminary budget information for a number of other key funds in the City. In particular, various rate adjustments are proposed for the Electric, Water, Wastewater and Solid Waste funds. The Public Utilities Board (PUB) is nearing completion of their budget recommendations for the Utility funds. These recommendations will be included in the City Manager's recommended budget. I want to again emphasize that the information discussed above is preliminary. Staff will be working over the next several weeks to finalize our projections and, as we obtain more data, we will keep the City Council fully informed. I look forward to discussing this information in detail with you. If you have any questions, or need additional information, please let me know. EXHIBITS Exhibit 1 - PowerPoint Presentation Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance City of Denton Page 1 of 1 Printed on 6/11/2015 4� �Ao� LTA C� 4� Ln C) N h"� N 0) ro 4-J L ' V) � 'L- Q) -0 O N ro : C- O 4-JJ N -p V 4-J W -0 r .� V °' x V Q) Q) C � >� N W ro ro ro (j) ; O0 Q V V) ; 4-J — V — .L Q t!� 0 rQ E V fQ V N �> 4-J � N rU r� U C- ro 4-J -0 L _ : C— O 0) C— CU C) 4-J U) >- O� O ro ro ro 4-J Q L- .� ,4; 4-J O- ro ,4; V I � -0 >�O > > -0 c > O LL _0 LL -0 ro -0 N O � (n O . 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: D 15 -069, Version: 1 Agenda Information Sheet SUBJECT Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. Consultation with Attorneys - Under Texas Government Code, Section 551.071. Receive a presentation from Denton Municipal Electric ( "DME ") staff regarding public power competitive and financial matters pertaining to obtaining solar energy resources for the DME system; discuss, deliberate and provide staff with direction regarding the proposed "Power Purchase Agreement" by and between the City of Denton, Texas and Bluebell Solar, LLC. Consultation with the City's attorneys regarding legal issues associated with the proposed Purchase Power Agreement where a public discussion of this legal matter would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. [ID 15 -446] City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -496, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with 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 Project Ranger One (Denton - Tarrant PRW, LLC). This discussion shall include commercial and financial information the City Council has received from Project Ranger One 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 -455] City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 1'uw ww.cityofdenton.com DENTO File #: ID 15 -475, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071 Discuss, deliberate, and receive further information regarding the purchase of certain real property interest located in and being a part of Lot No. Three (3), Block Twenty (20) of the Original Town of Denton, an addition to the City of Denton, Denton County, Texas, located generally in the 100 block of Industrial Street. Consultation with the City's attorneys regarding legal issues associated with the potential acquisition and condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Industrial Park Property Acquisition Project: Cook) City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -485, Version: 1 Agenda Information Sheet SUBJECT Consultation with Attorney - Under Texas Government Code, Section 551.071; Deliberations regarding Economic Development Negotiations - Under Texas Government Code, Section 551.087. Receive a report and hold a discussion regarding legal and economic development issues regarding economic development incentives for a business prospective in the Cole Ranch Development. This discussion shall include commercial and financial information the City Council may receive from the business owners which the City seeks to have locate, stay, or expand in or near the territory of the City, and with which the City Council is conducting economic development negotiations, including the offer of financial or other incentives. Also hold a discussion with the City's attorneys on the referenced topic where the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -489, 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 George P. Bush, Connnissioner, Texas General Land Office v. City of Denton Texas, Cause No. 15- 02058 -362 currently pending in the 362nd District Court of Denton County and Texas Oil and Gas Association v. City of Denton, Cause No. 14- 08933 -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 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -350, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Leadership Excellence and Enhancement Program City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -480, Version: 1 Agenda Information Sheet SUBJECT Kiwanis Days City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'FON Legislation Text File #: ID 15 -502, Version: 1 Agenda Information Sheet SUBJECT Water Environment Association of Texas Plant of the Year Award to the City of Denton Pecan Creek Water Reclamation Plant. City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO File #: ID 15 -491, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Willie Hudspeth regarding Southeast Denton issues. City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -426, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: June 16, 2015 SUBJECT Consider approval of a resolution approving the issuance of Revenue Bonds by the Colorado Health Facilities Authority on behalf of the Evangelical Lutheran Good Samaritan Society in an aggregate principal amount not to exceed $4,200,000; recognizing that the City of Denton is not responsible for issuing the Revenue Bonds and has no financial obligation to pay any principal of or interest on the Revenue Bonds; making certain findings in connection therewith; and providing an effective date. BACKGROUND The Colorado Health Facilities Authority (the "Issuer ") proposes, on behalf of the Evangelical Lutheran Good Samaritan Society (the Society) to issue revenue bonds (the "Bonds ") pursuant to Article 25, Title 25 of Colorado Revised Statutes (the "Act "). A portion of the Bond proceeds in an amount not to exceed $4,200,000 will be used to finance the acquisition, construction, improvement and equipping of home health agency operations at the ARC Home Healthcare, located at 2277 Masch Branch Rd., Denton, Texas 76207 (the "Denton Project "). The remainder of the proceeds of the Bonds will be used to: L Finance and refinance the cost of the acquisition, construction, improvement, and equipping of certain skilled nursing facility and other health care and senior living facility improvements of the Society in various locations outside of the City of Denton. 2. Refund certain outstanding Bonds of the Society which financed capital projects outside of the City of Denton. 3. Establish a reserve fund for the Bonds. 4. Pay certain costs of issuing the Bonds. Evangelical Lutheran Good Samaritan Society is a Texas nonprofit corporation exempt from taxation under Section 501(c) (3) of the Internal Revenue Code of 1986. Section 147(f) of the Internal Revenue Code of 1986 (the "Code ") requires the Issuer to obtain a consent to the financing from a governmental unit within which such health facilities are located. The Project is being financed with bond proceeds and is located within the jurisdiction of the City of Denton, Texas. Therefore, pursuant to the Code, the City of Denton's consent is required prior to the Project's financing. Consent is required solely for the purpose of satisfying the Code and to enable the Issuer to proceed with the proposed City of Denton Page 1 of 2 Printed on 6/11/2015 File #: ID 15 -426, Version: 1 financing of the Project with tax exempt bonds. In accordance with the Code, a Notice of Public Hearing was published in the Denton Record Chronicle on May 26, 2015. The Public Hearing was held within the City of Denton at 2277 Masch Branch Rd., Denton, Texas, 76207, 9:30 a.m. on June 11, 2015. RECOMMENDATION Staff recommends approval of the resolution. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On May 18, 2004, the City Council approved Resolution 2004 -024 approving the refunding of approximately $6,950,000 in outstanding Denton Health Facilities Development Corporation's Health Facilities Refunding Revenue Bonds (The Evangelical Lutheran Good Samaritan Society Project) Series 1993 and 1994, which reflected a series of refundings of the original debt. This was used to finance the acquisition, construction, improvement and equipping of 188 retirement apartments and a 60 bed long -term care facility at the Lake Forest Good Samaritan Village and 77 retirement apartments and a 92 bed long -term care facility at the Denton Good Samaritan Village. On August 20, 2013, the City Council approved Resolution 2013 -024 approving the issuance of an amount not to exceed $800,000 that was used to finance the acquisition, construction, improvement and equipping of skilled nursing facility upgrades at the Good Samaritan Society - Lake Forest Village. FISCAL INFORMATION The Bonds will be payable solely from revenues of the Society and the City of Denton will have no obligation whatsoever for payment of the Bonds, nor shall any of its assets be pledged for payment of the Bonds. EXHIBITS 1. Letter from Kutak Rock LLP, dated May 18, 2015 2. Copy of Notice of Public Hearing 3. Letter from City's Bond Counsel 4. Resolution 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 6/11/2015 RYAN T. JARDINE ryan.jardine@kutakrock.com (303) 297 -2400 K U T A K ROCK L L P ATLANTA CHICAGO DES MOINES SUITE 3100 FAYETTEVILLE 1801 CALIFORNIA STREET IRVINE KANSAS CITY DENVER, COLORADO 80202 -2626 LINCOLN LITTLE ROCK 303 - 297 -2400 OKLAHOMA CITY FACSIMILE 303 - 292 -7799 OMAHA PASADENA WWW.kutakr'ock.com RICHMOND SCOTTSDALE WASHINGTON WICHITA May 18, 2015 Mr. Bryan Langley Assistant City Manager and Chief Financial Officer City of Denton 215 E. McKinney Street Denton, Texas 76201 Re: Request for Host Jurisdiction Approval Under Section 147(f) of the Internal Revenue Code, as amended, Regarding Tax - Exempt Bonds for The Evangelical Lutheran Good Samaritan Society Dear Mr. Langley: On behalf of, and serving as bond counsel for, the Colorado Heath Facilities Authority (the "Colorado Authority "), Kutak Rock LLP, Denver, Colorado ( "Bond Counsel "), requests your assistance in providing "host approval" under Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code ") in connection with the issuance of tax - exempt health facility revenue bonds (the "Bonds ") pursuant to Article 25, Title 25 of Colorado Revised Statutes (the "Act ") on behalf of The Evangelical Lutheran Good Samaritan Society, a North Dakota non- profit corporation, headquartered in Sioux Falls, South Dakota (the "Society "). Under this plan of financing, the Bonds will be issued in an aggregate principal amount not to exceed approximately $300,000,000. A portion of the Bond proceeds in an amount not to exceed $4,200,000 will be used to finance the acquisition, construction, improvement and equipping of home health agency operations in the City of Denton, Texas , at ARC Home Healthcare, 2277 Masch Branch Rd., Denton, Texas 76207 (the "Denton Project "), owned and operated by the Society. The remainder of the proceeds of the Bonds will be used to (i) finance and refinance the cost of the acquisition, construction, improvement and equipping of certain skilled nursing facility and other health care and senior living facility improvements of the Society in various locations outside of the City of Denton, (ii) refund certain outstanding bonds of the Society which financed capital projects outside of the City of Denton, (iii) establish a reserve fund for the Bonds, and (iv) pay certain costs of issuing the Bonds. The Colorado Authority is authorized by the Act to finance facilities of a multistate health institution which are located both within and outside of the State of Colorado ( "Colorado ") as long as the multistate health institution or its affiliate operates or manages a 4843 - 6817 - 2579.2 May 18, 2015 Page 2 health care facility located within Colorado. The Society has advised the Colorado Authority that it can realize substantial cost savings and efficiencies by combining these financing needs into a single bond issuance through the Colorado Authority. The Colorado Authority is legally authorized and empowered under the Act to undertake this financing, to which Bond Counsel will opine upon issuance of the Bonds. As Bond Counsel, and on behalf of the Colorado Authority, we respectfully request that the City of Denton assist in this financing by facilitating the City of Denton's provision of the host jurisdiction approval required by the Code. The Code requires that the Colorado Authority obtain the approval of the governing body or chief elected representative of each state or local government jurisdiction in which the financed facilities are to be located, following a public hearing. The public hearing can be held following the provision of adequate notice with the publication of a notice of the public hearing in a newspaper serving the area where the project is located. A draft of the notice of public hearing, that was published in the Denton Record- Chronicle on Tuesday, May 26, 2015, is attached hereto as EXHIBIT A. Accordingly, we are requesting that, subsequent to the public hearing to be held on June 11, 2015 at 2277 Masch Branch Rd., Denton, Texas, you facilitate obtaining City of Denton city council adoption of a resolution approving the Denton Project in accordance with the requirements of the Code. A draft of the proposed resolution is attached hereto as EXHIBIT B. The approval does not impose any liability on the City of Denton or the State of Texas or in any way involve the City of Denton or the State of Texas in the issuance of the Bonds or the proposed Denton Project, but is an accommodation by the City of Denton to satisfy the requirements of the Code. I appreciate your assistance in this matter on behalf of the Colorado Authority and the Society. If you have any questions, please contact me or Sara Camp at 303 - 297 -2400. Thank you for your assistance. Sincerely, Ryan T. Jardine, Esq. Kutak Rock LLP Enclosure 4843 - 6817 - 2579.2 EXHIBIT A [NOTICE OF PUBLIC HEARING] 4843 - 6817 - 2579.2 EXHIBIT B [RESOLUTION] 4843 - 6817 - 2579.2 NOTICE OF PUBLIC HEARING CONCERNING THE ISSUANCE OF BONDS ON BEHALF OF THE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY NOTICE IS HEREBY GIVEN that the City of Denton, Texas (the "City ") will conduct a public hearing concerning the approval of the proposed plan of finance and related issuance by the Colorado Health Facilities Authority ( "Colorado Authority ") of Health Facilities Revenue Bonds (The Evangelical Lutheran Good Samaritan Society Project), Series 2015 (the "Bonds ") on behalf of The Evangelical Lutheran Good Samaritan Society (the "Society "). Under this plan of finance, the Bonds will be issued in an aggregate principal amount not to exceed approximately $300,000,000. A portion of Bond proceeds in a principal amount not to exceed $4,200,000 will be used for the acquisition, construction, improvement and equipping of home health agency operations in the City of Denton, Texas at ARC Home Healthcare, 2277 Masch Branch Rd., Denton, Texas 76207 (the "Project ") owned and operated by the Society. The remainder of the proceeds of the Bonds will be used to (i) finance and refinance the cost of the acquisition, construction, improvement and equipping of certain skilled nursing facility and other health care and senior living facility improvements of the Society in various locations outside of the State of Texas, (ii) refund certain outstanding bonds of the Society which financed capital projects outside of the State of Texas, (iii) establish a reserve fund for the Bonds, and (iv) pay certain costs of issuing the Bonds. The Bonds will constitute special limited obligations of the Colorado Authority payable solely from amounts received by the Colorado Authority pursuant to a loan agreement between the Colorado Authority and the Society, the principal user of the Project. The City will not issue the Bonds, nor will the City or the State of Texas have any liability with respect to the Bonds or the sale or offering thereof. All interested parties are invited to present comments at the public hearing regarding the issuance of the Bonds, the proposed plan of finance and the use of the proceeds therefrom. Written comments to be presented at the hearing may be submitted to Ann Voss, Executive Manager, 2277 Masch Branch Rd., Denton, Texas 76207, prior to the public hearing. Questions can be directed to (940) 390 -3033. The public hearing will be held at 9:30 a.m. on Thursday, June 11, 2015, at 2277 Masch Branch Rd., Denton, Texas 76207. 4833 -5741- 0339.2 600 CONGRESS AVENUE SUITE 1800 AUSTIN, TEXAS 78701 -3248 TELEPHONE: 512478-3805 FACSIMILE: 512472-0871 Ms. Anita Burgess City Attorney City of Denton 215 E. McKinney St. Denton, Texas 76201 LAW OFFICES WCALL, PARKHURST & HORTON L.L.P. 717 NORTH HARWOOD NINTH FLOOR DALLAS, TEXAS 75201 -6587 TELEPHONE: 214 754 -9200 FACSIMILE: 214754-9250 May 19, 2015 700 N. ST. MARY'S STREET 1525 ONE RIVERWALK PLACE SAN ANTONIO, TEXAS 78205 -3503 TELEPHONE: 210 225 -2800 FACSIMILE: 210 225 -2984 RE: City of Denton, Texas Liability for Approval of Tax - Exempt Bonds for The Evangelical Lutheran Good Samaritan Society Dear Ms. Burgess: The Colorado Health Facilities Authority (the "Colorado Authority ") has requested that the City of Denton, Texas (the "City ") provide "host approval" under Section 147(f) of the Internal Revenue Code of 1986, as amended in connection with the issuance of tax - exempt health facility revenue bonds (the "Bonds ") pursuant to Article 25, Title 25 of Colorado Revised Statutes on behalf of The Evangelical Lutheran Good Samaritan Society, a North Dakota non - profit corporation, headquartered in Sioux Falls, South Dakota (the "Society "). We understand that, under this plan of finance, the Bonds will be issued in an aggregate principal amount not to exceed $300,000,000, and a portion of the Bond proceeds in an amount not to exceed $4,200,000 will be used to finance the acquisition, construction, improvement and equipping of home health agency operations in the City of Denton, Texas at ARC Home Healthcare, 2277 Masch Branch Rd., Denton, Texas 76207, owned and operated by the Society. We also understand that the remainder of the proceeds of the Bonds will be used to (i) finance and refinance the cost of the acquisition, construction, improvement and equipping of certain skilled nursing facility and other health care and senior living facility improvements of the Society in various locations outside of the City, (ii) refund certain outstanding bonds of the Society which financed capital projects outside of the City, (iii) establish a reserve fund for the Bonds, and (iv) pay certain costs of issuing the Bonds. City staff has asked whether the City will incur any liability for the Bonds if the City approves the issuance of the Bonds as described above. The Bonds are not obligations of the City and the City is not liable for the payment of the principal of or interest on the Bonds. Ms. Anita Burgess May 19, 2015 Page 2 This letter is not intended for the benefit of any person or entity other than the City, and no party other than the City is entitled to rely upon it for any purposes whatsoever without our prior written consent. Sincerely yours, McCall, Parkhurst & Horton L.L.P. By: Gregory C.Schaecher sAlegal\our dOC1,11flentsVeso I utions\15\society 2015 tefra resol tit ion - dent on texas. docx RESOLUTION NO. RESOLUTION APPROVING THE ISSUANCE OF REVENUE BONDS BY THE COLORADO HEAI...TH FACILITIES AUTHORITY ON Bi-, HAI.,F OF FIE EVANGELICAL LUTHERAN GOOD SAMARITAN SOCIETY IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $4,200,000; RECOGNIZING THAT THE CITY OF DENTON IS NOT RESPONSIBLE FOR ISSUING J'HE REVENUE BONDS AND HAS NO FINANCIAL OBLIGATION TO PAY ANY PRINCIPAL OF OR INTEREST ON THE REVENUE BONDS; MAKING CER'11 AIN BINDINGS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Denton, Texas (the "City") is a duly organized and validly existing municipal corporation under the laws and Constitution of the State of Texas; and WHEREAS, The Evangelical Lutheran Good Samaritan Society (the "Society"), a North Dakota nonprofit corporation, owns and operates two long-term healthcare facilities, including related senior housing facilities, within the boundaries of the City; and WHEREAS, the Society wishes to issue revenue bonds (the "Bonds") in all aggregate principal amount not to exceed approximately $300,000,000. A portion of Bond proceeds in a principal amount not to exceed $4,200,000 will be used for the acquisition, construction, improvement and equipping of home health agency operations in the City of Denton, Texas at ARC Home Healthcare, 2277 Masch Branch Rd., Denton, TX 76207 (the "Project"). 'The remainder of the proceeds of the Bonds will be used to (i) finance and refinance the cost of the acquisition, construction, improvement and equipping of certain skilled nursing facility and other health care and senior living facility improvements of the Society in various locations outside of the City of Denton, (ii) refund certain Outstanding bonds of the Society which financed capital projects outside of the City of Denton, (iii) establish a reserve fund for the Bonds, and (iv) pay certain costs of issuing the Bonds; and WHEREAS, the Society has proposed that the moneys to fund the Project come from the proceeds of the Bonds to be issued by the Colorado health Facilities Authority (the "Colorado Authority") in a multi-state offering authorized by Colorado state law (the "Bonds"); and WHEREAS, such multi-state offering is economically efficient and cost-saving ft )r the Society, thereby reducing operating costs for the Society and therefore tending to reduce the necessity for increases of charges at its Denton facilities, thereby benefiting the residents of the City; and WHEREAS, the Bonds will be payable solely from revenues of the Society, and the City will have no obligation whatsoever for payment of the Bonds; and WHEREAS, as a prerequisite for the issuance of the Bonds by the Colorado Authority, a public hearing was held within the City at 2277 Masch Branch Rd., Denton, TX 76207, on June 11, 2015 after publication in the Der lon Record-C'hronicle of a Notice of Public Hearing (the "Notice"), and a report on the hearing has been presented to the City Council; NOW, THEREFORE, 4849-2247-6067.2 sAlegal\our documentsVesolutions\1 5\society 2015 terra resolution - denton texas.docx THE COUNCIL OF THE CITY OF DENTON 1- IEREBY 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 hereby approves the issuance of the aforesaid Bonds by the Colorado Authority in the maximum aggregate principal amount of $4,200,000 for The Evangelical Lutheran Good Samaritan Society, and further approves the Project as described in the Notice relating to the public hearing for the Bonds, and such approval shall be solely for the purposes of Section 147(f) of the Internal Revenue Code of 1986 and the City shall have no liabilities for the payment of the Bonds nor shall any of its assets be pledged to payment of the Bonds. SECTION 3. Further, it is recognized by the City that the instruments which authorize the issuance of" bonds, notes or obligations by the Colorado Authority will specifically state that the City is not obligated to pay the principal of or interest on the bonds, notes or obligations proposed to be issued by the Colorado Authority. Nothing in this resolution shall be construed as an indication by the City that it will pay or provide for the payment of any obligations of the said Colorado Authority whether theretofore or hereafter incurred; and in this connection, attention is called to the Constitution of the State of` Texas, wherein it is provided that a City may incur no indebtedness without having made provisions for its payment, and the City Council of the City hereby specifically refuses to set aside any present or future funds, assets or money for the payment of any indebtedness or obligation of the Colorado Authority. SECTION 4. This Resolution shall become effective immediately, upon its passage. PASSED AND APPROVED this the _ day of 2015, CHRIS WA'1"fS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRE]"ARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 01 BY: 2 4849-2247-6067,2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -477, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: June 16, 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 one (1) haul truck and two (2) dump trucks for the City of Denton Wastewater Collections Department; and providing an effective date (File 5843- awarded to Rush Truck Center, Crane in the amount of $431,553). The Public Utilities Board recommends approval (7 -0). FILE INFORMATION This item is for the purchase of one (1) haul truck and two (2) dump trucks for the Wastewater Collections Department. All of the trucks are additions that have been approved in the 2014 -2015 fiscal year budget. The three (3) trucks will be used by the new Construction division that is being added to the Wastewater Collections Department. The haul truck will be used along with a trailer (to be purchased separately) to haul large Wastewater Collections Department equipment that cannot be driven on the streets. The dump trucks will be used to move construction material to and from the job sites. The three (3) trucks will be purchased through Buy Board Cooperative Purchasing Program Contract# 430 -13. Fleet staff recommends the purchase of Peterbilt chassis for these trucks based on its fleet standardization policy (Exhibit 3). This equipment is not available from local vendors. PRIOR ACTIONNIEW (COUNCIL, BOARDS, COMMISSIONS) On June 8, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. The City Council advised staff to move forward with the addition of a construction crew for the Wastewater Collection Department on January 6, 2015, requiring additional equipment. The debt issuance for the purchase of the equipment was approved on April 7, 2015 to make funds available for the purchase of the equipment. RECOMMENDATION Award the purchase of one (1) haul truck and two (2) dump trucks for the City of Denton Wastewater Collections Department to Rush Truck Center, Crane in the amount of $431,553. City of Denton Page 1 of 2 Printed on 6/11/2015 File #: ID 15 -477, Version: 1 PRINCIPAL PLACE OF BUSINESS Rush Truck Center, Crane San Antonio, TX ESTIMATED SCHEDULE OF PROJECT The delivery of the trucks is estimated to be within 180 days of purchase order issuance. FISCAL INFORMATION This item will be funded from the Wastewater Capital Project accounts listed below: Fleet ID4WC15126 645040545 .1355.30100- $136,904.00 Fleet ID4WC15127 645041545 .1355.30100- $136,904.00 Fleet ID4WC15136 645050545 .1355.30100- $157,745.00 Requisition 4124371 in the amount of $273,808 and Requisition# 124373 in the amount of $157,745 have been entered in the Purchasing software system. EXHIBITS Exhibit l: Equipment Matrix Exhibit 2: Peterbilt Quotes Exhibit 3: Peterbilt Standardization Memo Exhibit 4: Public Utility Board Minutes Exhibit 5: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Terry Kader at 349 -8729. City of Denton Page 2 of 2 Printed on 6/11/2015 C O .N a 0 0 0 m m m c m m m O u c1 d' eY 0 0 0 � v v 0 0 0 0 0 0 0 0 ct v ui eri m rn n �n m m ui m C O Q i/T VT VT Vf O V V c d y O O O OOG Q Q Q Y Y Y y U U Y O a CL L D > > Q � o o = 0 d N N N J y V7 t(1 t(1 Q N N N C � m > o of m cr v d' O d Q 2 Q O a m s > d > > = m ETV Rush Truck Center, Crane PO Box 200105 EXHIBIT 2 � U CENTERS San Antonio, TX 78220 Customer Proposal Letter 877- 661 -4511 Denton, City of 901 -B Texas St Denton, TX 76201 -4354 940 - 349 -7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Make Peterbilt Model 348 Year 2015 Additional Vehicle and Accessories Description Stock Number To Be Determined To be delivered on or about 4/30/2014 New 2016 Peterbilt model 348 Water with OX Dump Body includes body, and warranties Includes body quote #47409 $21,075.59 for Water Department, body color determined by the City. Available on BuyBoard contract #430 -13 Quantity 2 Truck Price per Unit $130,434.00 F.E.T. (Factory & Dealer Paid) $0.00 Net Sales Price $130,434.00 Optional Extended Warranty(ies) $6,420.00 State Sales Tax Documentary Fee $50.00 Administration Fee Vehicle Inventory Tax Additional Taxes Tire Recycling Program Battery Disposal Fee Out of State Vehicle Fee Rebate(s) Total Sales Price (Including Rebate(s)) $136,904.00 Total $260,868.00 $0.00 $260,868.00 $12,840.00 $100.00 $273,808.00 Trade Allowance (see DISCLAIMER Below) $0.00 Sales Representative Hal Holloway signature printed name Purchaser Accepted by Sales Manager or General Manager Quote good until 12/31/2015 signature title signature printed name date printed name Note: The above Customer Proposal is a quotation only. Sale terms subject to approval of Sales Manager of Dealer. DISCLAIMER: Any order based on this Proposal subject to Customer executing Dealer's standard form Retail Purchase Order incorporating above terms. Any documentary fees, state tax, title, registration and license fees subject to adjustment and change. Actual F.E.T. to be paid by Dealer, subject to adjustment. Any F.E.T. variance will be responsibility of Dealer. Manufacturer has reserved the right to change the price to Dealer of any vehicle not currently in Dealer's stock, without notice to Dealer. If Quoted Vehicle(s) not currently in Dealer's stock, Dealer reserves right to change Quotation Total to reflect any price increases from Manufacturer. This Proposal is based upon Dealer's current and expected inventory, which is subject to change. Dealer not obligated to retain any specific vehicles in stock, nor maintain any specific inventory level. Dealer shall not be obligated to fulfill Proposal in event quoted vehicle(s) not in stock or available within requested delivery schedule at time Proposal accepted. Dealer shall not be liable for any delay in providing or inability to provide Quoted Vehicle(s), where such inability or delay is due, in whole or in part, to any cause beyond the reasonable control of Dealer or is without the gross negligence or intended misconduct of Dealer. Above listed Trade Value based upon current appraisal of Trade Vehicle(s). Dealer may adjust Trade Value of Trade Vehicle(s) to reflect changes in condition and /or mileage of Trade Vehicle(s) between date of current appraisal and acceptance of this Proposal by Customer. Printed on 5/29/2015 at 8:02 AM. M Rush Truck Center, Crane . PC Box 200105 EXHIBIT 2 TRUCK CENTERS San Antonio, TX 78220 Customer Proposal Letter 877 - 661 -4511 Denton, City of 901 -B Texas St Denton, TX 76201 -4354 940 - 349 -7100 Terry Kader Terry Kader, thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Please accept the following proposal. Make Peterbilt Model 567 Year 2015 Additional Vehicle and Accessories Description Stock Number To Be Determined To be delivered on or about 4/30/2015 New 2016 Peterbilt model 567SB Tractor complete unit, Cummins ISX, Allison trans, 20 front 46 rear Painted White. Cummins 5yr /200k Warranty, Alison 5yr warranty. Peterbilt Chassis warranty 2/200. Includes wetline and headache rack, available on BuyBoard Contract #430 -13 Quantity 1 Truck Price per Unit $151,688.00 F.E.T. (Factory & Dealer Paid) $0.00 Net Sales Price $151,688.00 Optional Extended Warranty(ies) $6,007.00 State Sales Tax Documentary Fee $50.00 Administration Fee Vehicle Inventory Tax Additional Taxes Tire Recycling Program Battery Disposal Fee Out of State Vehicle Fee Rebate(s) Total Sales Price (Including Rebate(s)) $157,745.00 Total $151,688.00 $0.00 $151,688.00 $6,007.00 $50.00 $157,745.00 Trade Allowance (see DISCLAIMER Below) $0.00 Sales Representative Hal Holloway signature printed name Purchaser Accepted by Sales Manager or General Manager Quote good until 713112015 signature title signature printed name date printed name Note: The above Customer Proposal is a quotation only. Sale terms subject to approval of Sales Manager of Dealer. DISCLAIMER: Any order based on this Proposal subject to Customer executing Dealer's standard form Retail Purchase Order incorporating above terms. Any documentary fees, state tax, title, registration and license fees subject to adjustment and change. Actual F.E.T. to be paid by Dealer, subject to adjustment. Any F.E.T. variance will be responsibility of Dealer. Manufacturer has reserved the right to change the price to Dealer of any vehicle not currently in Dealer's stock, without notice to Dealer. If Quoted Vehicle(s) not currently in Dealer's stock, Dealer reserves right to change Quotation Total to reflect any price increases from Manufacturer. This Proposal is based upon Dealer's current and expected inventory, which is subject to change. Dealer not obligated to retain any specific vehicles in stock, nor maintain any specific inventory level. Dealer shall not be obligated to fulfill Proposal in event quoted vehicle(s) not in stock or available within requested delivery schedule at time Proposal accepted. Dealer shall not be liable for any delay in providing or inability to provide Quoted Vehicle(s), where such inability or delay is due, in whole or in part, to any cause beyond the reasonable control of Dealer or is without the gross negligence or intended misconduct of Dealer. Above listed Trade Value based upon current appraisal of Trade Vehicle(s). Dealer may adjust Trade Value of Trade Vehicle(s) to reflect changes in condition and /or mileaae of Trade Vehicle(s) between date of current aooraisal and acceptance of this Proposal by Customer. Printed on 5/4/2015 at 9:32 AM. EXHIBIT 3 MEMORANDUM DATE: October 24, 2013 TO: Elton Brock FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente SUBJECT: Peterbilt Truck Chassis Fleet Services is recommending the purchase of Peterbilt chassis for fleet replacements whenever an available model fits our replacement specifications based on fleet standardization. Fleet standardization minimizes costs and improves efficiencies relating to technician training, diagnostic software, required specialty tools and stocking of replacement parts. Also, we are currently already set up as a warranty provider for the Peterbilt trucks through the Rush Truck Center network. As an approved warranty provider, we perform repairs that are covered under warranty, reducing downtime and costs associated with transportation of these trucks to the Rush shop. I believe the purchase of the appropriate Peterbilt Truck Chassis is the best value and I am requesting authorization to make this purchase based on fleet standardization. Regards, Terry Kader Fleet Services Superintendent EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD June 8, 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, June 8, 2015 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, Barbara Russell, Lilia Bynum and Charles Jackson Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 5. Consider recommending approval of an ordinance authorizing the City Manager or his designee to execute a contract through the Buyboard Purchasing Program for the acquisition three (3) Peterbilt trucks for City of Denton Department; and providing and effective date (File 5843- Purchase of three (3) Peterbilt trucks from Rush Refuse System for $431,553.00). Motion was made to approve item 5 by Board Member Russell with the second by Board Member Jackson. The vote was 7 -0 approved. Adjournment: 11:42 a.m. 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 ONE (1) HAUL TRUCK AND TWO (2) DUMP TRUCKS FOR THE CITY OF DENTON WASTEWATER COLLECTIONS DEPARTMENT; AND PROVIDING AN EFFECTIVE DATE (FILE 5843 - AWARDED TO RUSH TRUCK CENTER, CRANE IN THE AMOUNT OF $431,553). 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 5843 Rush Truck Center, Crane $431,553 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, EXHIBIT 5 conditions, specifications and standards contained in the Proposal submitted to the Buy Board Cooperative Purchasing Network, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5843 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 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY • APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -478, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: June 16, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for, authorizing and approving the purchase of Microsoft Office 365 Software as a Service (SaaS) and additional licensing for Windows Data Center Edition and Enterprise SQL as approved by the State of Texas Department of Information Resources (DIR) Contract Number DIR -SDD -2503; providing for the expenditure of funds therefor; and providing an effective date (File 5842- awarded to SHI Government Solutions in the not -to- exceed amount of $680,000). FILE INFORMATION The City of Denton utilizes Microsoft Corporation software to support daily operations, communication, and services to the community. The City leverages a number of different Microsoft software products including Windows server and desktop operating systems, Microsoft Office, Exchange, Lyric, SQL server, SharePoint, Internet Information Server, Visio, and Project. The City of Denton has an established Enterprise Agreement ( "EA ") with Microsoft which allows the City to purchase and utilize Microsoft software products. By adding Microsoft Office 365 ( "Office 365 "), Software as a Service (SaaS), to the City's Microsoft EA, the City will utilize Office 2013 as well as enable a mobile workforce. Procuring Office 365 on the G3 (Government) Plan will expand on- premises IT infrastructure. The City will host in the cloud services like e- mail, contract management, and calendaring while continuing to keep business - critical information or software on -site. This provides the perfect mix of security, reliability, and scalability. Office 365 provides additional built -in security plus a set of tools to manage access to data across phones and tablets. Office 365 will provide a "go -to anywhere" office with the following benefits: • Each user can install Office on five (5) devices that include PCs, Macs, Tablets (Windows, iPad, and Android) or five (5) phones • E -mail anywhere with legal hold and eDiscovery • File sharing for business continuity and easier collaboration 0 Online meetings anywhere for additional collaboration benefits The cost of adding Office 365 to the Microsoft EA from June through September 30, 2015 is $74,137.20 or $54 per license. The annual subscription cost through October 1, 2016 for Office 365 is $359,604.30 or $269 per City of Denton Page 1 of 3 Printed on 6/11/2015 File #: ID 15 -478, Version: 1 license. By adding Office 365, the City will benefit in the reduction of server hardware and a reduction in overall staff hours required to support the e -mail system. In addition, the City can increase the default 2 gigabyte (GB) mailbox size to 50 gigabytes (GB) for all Office 365 users without purchasing additional storage. Microsoft Windows Server and SQL Server are core City of Denton technologies that provide a foundation for running approximately 95% of City services and applications such as Utility Billing, Municipal Courts citations and warrants, Parks and Recreation services, Public Safety Dispatch and Record Management, as well as many Electric, Water, and Waste Management services. Procuring licensing for these technologies on the Microsoft EA will enable staff to respond to the rapidly changing technological landscape by accessing the latest versions of the software. Additional licensing for the Windows Data Center Edition Server will be $69,864 and the Enterprise SQL Server will be $75,967. The total quoted cost for all of these items is $579,572.50. Technology Services staff also recommends including a contingency amount of approximately $100,000 for additional licenses and server costs for all three (3) software programs. Microsoft has executed an Enterprise Agreement ( "EA ") with the State of Texas Department of Information Resources (DIR) whereby cities and other governmental entities are able to obtain needed Microsoft software at reduced rates. The Amendment to the City's current EA agreement with Microsoft is attached as Exhibit 2. The DIR has awarded the contract to administer this software licensing agreement to SHI Government Solutions. Exhibit 3 shows the DIR Customer Discount that the City of Denton receives by purchasing the licenses through the DIR contract. RECOMMENDATION Approve the purchase of Microsoft Office 365 Software as a Service (SaaS) and additional licensing for Windows Data Center Edition and Enterprise SQL from SHI Government Solutions in the not -to- exceed amount of $680,000. This amount includes a contingency for additional licenses and server costs that may be required through October 1, 2016. PRINCIPAL PLACE OF BUSINESS SHI Government Solutions Austin, TX FISCAL INFORMATION Funding is budgeted in Technology Services Operating Technology Services Capital account 840056744.1350.30100 the using departments as they are purchased and installed. EXHIBITS Exhibit 1: SHI Quotes Exhibit 2: Enterprise Agreement Exhibit 3: DIR Pricing Index Exhibit 3: Ordinance Fund accounts 830001.8545, 830400.6504 and . The cost for the licenses will be charged back to Respectfully submitted: City of Denton Page 2 of 3 Printed on 6/11/2015 File #: ID 15 -478, Version: 1 Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Melissa Kraft at 349 -7823. City of Denton Page 3 of 3 Printed on 6/11/2015 h rvvm d by I cx:ls i''I 0 EXHIBIT 1 City of Denton TX Paul Desjardins 601 E Hickory, Suite A Denton, TX 76205 United States Phone: (940) 349 -7373 Fax: Email: TRACY SHATTO @SHI.COM All Prices are in US Dollar (USD) Product 1 EntMobilitySte G ShrdSvr ALNG SubsVL MVL AddOn touser CoreCAUECAL Microsoft - Part #: AAA -11232 2 0365GovE3 ShrdSvr ALNG SubsVL MVL Tmstn PerUsr CoreCAL Microsoft - Part #: U7S -00026 3 AzureMntry CommtmntG Shrd Svr ALNG SubsVL MVL Cmmnt Microsoft - Part#: J5U -00001 Additional Comments Pricing Proposal Quotation #: 9658018 Created On: 5/12/2015 Valid Until: 6/30/2015 Inside Sales Manager Jay Martell 1301 South Mo -Pac Expressway Suite 375 Austin, TX 78746 Phone: 800 - 870 -6079 x6129 Fax: 512 - 732 -0232 Email: Jay_Martell @SHI.Com Qty Retail Your Price Total 1357 $0.00 $14.80 $20,083.60 1357 m $0.00 $36.80 $49,937.60 $0.00 $411.60 $4,116.00 Total $74,137.20 DIRSDD -2503 Good afternoon. Here is the price quote you requested. Please provide end -user contact information (first name, last name, and email address) for all orders. Not including this information may result in a delay in order processing. Also, please include SHI quote number on your PO. Please contact me if you have any questions. Thank You for choosing SHI -GS! To ensure the best level of service, please provide End User Name, Phone Number, and E -Mail Address when submitting a Purchase Order. For any additional information including Hardware and Software Contract Numbers, please contact an SHI -GS Sales Representative at 800 - 870 -6079. The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolic y. unless there is an existing agreement between SHI and the Customer. 0 EXHIBIT 1 Govemment Solutions City of Denton TX Paul Desjardins 601 E Hickory, Suite A Denton, TX 76205 United States Phone: (940) 349-7373 Fax: Email: Paul .Desjardins @cityofdenton.com All Prices are in US Dollar (USD) Product 1 SQLSvrEntCore ALNG LicSAPk MVL 2Lic CoreLic Microsoft - Part #: 7JQ -00341 2 SQLSvrStdCore ALNG LicSAPk MVL 21-ic CoreLic Microsoft - Part #: 7NQ -00302 3 WinSvrDataCtr ALNG LicSAPk MVL 2Proc Microsoft - Part #: P71 -07280 Additional Comments Pricing Proposal Quotation #: 9736760 Created On: 5/28/2015 Valid Until: 6/30/2015 Account Executive Jon Sonnen Austin, TX Phone: 512-574-4207 Fax: 512 - 814 -4891 Email: jon_sonnen @shi.com Qty Retail Your Price Total 5 $0.00 $9,985.20 $49,926.00 10 $0.00 $2,604.10 $26,041.00 16 $0.00 $3,493.20 $55,891.20 Total $131,858.20 DIRSDD -2503 Thank You for choosing SHI -GS! To ensure the best level of service, please provide End User Name, Phone Number, and E -Mail Address when submitting a Purchase Order. For any additional information including Hardware and Software Contract Numbers, please contact an SHI -GS Sales Representative at 800 - 870 -6079. The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolic v. unless there is an existing agreement between SHI and the Customer. 0 EXHIBIT 1 City of Denton TX Paul Desjardins 601 E Hickory, Suite A Denton, TX 76205 United States Phone: (940) 349-7373 Fax: Email: Paul .Desjardins @cityofdenton.com All Prices are in US Dollar (USD) Product Qty 1 WinSvrDataCtr ALNG LicSAPk MVL 2Proc 4 Microsoft - Part #: P71 -07280 Additional Comments DIRSDD -2503 Pricing Proposal Quotation #: 9736811 Created On: 5/28/2015 Valid Until: 6/30/2015 Account Executive Jon Sonnen Austin, TX Phone: 512-574-4207 Fax: 512 - 814 -4891 Email: jon_sonnen @shi.com Retail Your Price Total $0.00 $3,493.20 $13,972.80 Total $13,972.80 Thank You for choosing SHI -GS! To ensure the best level of service, please provide End User Name, Phone Number, and E -Mail Address when submitting a Purchase Order. For any additional information including Hardware and Software Contract Numbers, please contact an SHI -GS Sales Representative at 800 - 870 -6079. The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolic y. unless there is an existing agreement between SHI and the Customer. 0 EXHIBIT 1 Govemment Solutions City of Denton TX Paul Desjardins 601 E Hickory, Suite A Denton, TX 76205 United States Phone: (940) 349-7373 Fax: Email: Paul .Desjardins @cityofdenton.com All Prices are in US Dollar (USD) Product 1 CoreCALBridge0365 ALNG SA MVL Pltfrm UsrCAL Microsoft - Part#: U3J -00004 2 EntMobilitySte G ShrdSvr ALNG SubsVL MVL AddOn touserCoreCAUECAL Microsoft - Part #: AAA -11232 3 0365GovE3 ShrdSvr ALNG SubsVL MVL PerUsr Microsoft - Part #: U7S -00008 4 AzureMntryCmmtmntG ShrdSvr ALNG SubsVL MVL Cmmt Microsoft - Part#: J5U -00001 Additional Comments Pricing Proposal Quotation #: 9736832 Created On: 5/28/2015 Valid Until: 6/30/2015 Account Executive Jon Sonnen Austin, TX Phone: 512-574-4207 Fax: 512 - 814 -4891 Email: jon_sonnen @shi.com Qty Retail Your Price Total 1357 $0.00 $13.20 $17,912.40 1357 $0.00 $44.40 $60,250.80 1357 $0.00 $198.30 $269,093.10 10 $0.00 $1,234.80 $12,348.00 Total $359,604.30 DIRSDD -2503 * ** *The number of Office 365 and / or EMS users can be up to 1357. We quoted 1200 as per your request. The EMS product is an add on to Core CAL and Office 365 G3 is a transition from your existing Core CAL allowing for up to 1357 users * * ** * ** *The transition to Core CAL Bridge is in October 2015, not at renewal in October 2016. This is reflected in the revised quote * * ** Thank You for choosing SHI -GS! To ensure the best level of service, please provide End User Name, Phone Number, and E -Mail Address when submitting a Purchase Order. For any additional information including Hardware and Software Contract Numbers, please contact an SHI -GS Sales Representative at 800 - 870 -6079. The Products offered under this proposal are subject to the SHI Return Policy posted at www.shi.com/returnpolic y. unless there is an existing agreement between SHI and the Customer. EXHIBIT 2 Microsoft Enterprise Enrollment (Indirect) Invoice for Quoted Price Amendment ID M97 �M 000 -frm ulkey -s -190 Volume Licensing This amendment ( "Amendment ") is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment 4700744 is hereby amended to add the following paragraph: The price quoted to Enrolled Affiliate's Reseller is a fixed price based on an estimated order submission date. Microsoft will invoice Enrolled Affiliate's Reseller based on this fixed price quote. If this order is submitted later than the estimated order submission date, Enrolled Affiliate's Reseller will be charged for net new Online Services subscriptions for the period during which these services were not provided. Pricing to Enrolled Affiliate is agreed between Enrolled Affiliate and Enrolled Affiliate's Reseller. Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. EnrAmend(Ind)(WW)(ENG)(0ct2011) Invoice for Quoted Price B M97 Page 1 of 1 EXHIBIT 2 no, so Microsoft Volume Licensing Amendment to Contract Documents (CSD) Enrollment Number E4700744 000- frmulkey -s -190 Microsoft to Complete This amendment ( "Amendment') is entered into between the parties identified on the attached program signature form. It amends the Enrollment or Agreement identified above. All terms used but not defined in this Amendment will have the same meanings provided in that Enrollment or Agreement. Enterprise Enrollment (Indirect) Amendment ID M254 For the purposes of this Amendment, "Entity" can mean the signing entity, Customer, Enrolled Affiliate, Government Partner, Institution, or other party entering into a volume licensing program agreement. Notwithstanding anything to the contrary or in addition to any terms in the Enrollment, the Enrollment is amended as follows: Office 365 for Government The following set of Terms applies to Entity when ordering Office 365 for Government Online Services. The parties agree to amend the Enrollment as follows: 1. The following definition is added to the Enrollment: "Office 365 for Government" means Microsoft's family of Office 365 Services that are offered as part of Office 365 Government Plans as described in this Amendment. When provisioned and delivered as part of Office 365 for Government, Exchange Online, Lync Online, SharePoint Online, and Exchange Online Archiving are provisioned in Microsoft's multi- tenant data centers for exclusive use by eligible US Federal, State, Local, and Tribal Government Customers only and offered in accordance with the National Institute of Standards and Technology (NIST) Special Publication 800 -145. Microsoft refers to this offering as its Office 365 "Government Community Cloud." Other Online Services may be added to the Government Community Cloud as communicated by Microsoft. Other Office 365- branded or separately branded Online Services that may be made available as part of or in addition to Office 365 for Government are not included in the Government Community Cloud. Additional services configuration information is available upon request. AmendmentApp 0.4.0.1 M254;M268;M271 B Page 1 of 7 EXHIBIT 2 nm= AmendmentApp v1.4.0.1 M254;M268;M271 B Page 2 of 7 EXHIBIT 2 TABLE A: Office 365 for Government component Online Services— Corresponding Online Services Mapping e • • • Exchange Online Plan 1 forGov Exchange Online Plan 1 Exchange Online Plan 2 forGov Exchan a Online Plan 2 Exchange Online ... Kiosk forGov _ Exchange Online Kiosk w Exchange Online Archiving for Exchange Exchange Online Archiving for Exchange Server Server forGov Lrnc_Online Plan 1 forGov L nc Online Plan 1 nc_Online Plan 2 forGov Lync Online Plan 2 Lync Online Plan 3wwforGov L nc Online Plan 3 SharePoint Online Plan 1 forGov SharePoint Online Plan 1 SharePoint Online Plan 2 forGov SharePoint Online Plan 2 Office 365 ProPlus forGov Office 365 ProPlus TABLE B: Office 365 for Government Suites — Corresponding Enterprise Online Services Mapping Office 365 for Government "Corresponding Online Services" Suite Orders (E1 -E4) will be captured on a separate Product Selection Form. 2Office 365 K1 is a suite but is not an Enterprise Online Service. 3. Office 365 for Government Customer Requirements. Entity both (1) acknowledges that Office 365 for Government may only be used by United States Federal, State, Local or Tribal government entities, and (2) certifies that it qualifies as such and will use the Services accordingly. In the event that Entity is found not to qualify as a United States Federal, State, Local or Tribal government entity, Microsoft may terminate Entity's Office 365 for Government service. EAEnrAmend(0365 Gov Comm Cloud -SLG M254 B No PSF (WW ENG Oct2014 Enterprise Enrollment (Indirect) Amendment ID M268 The parties agree that the Enrollment is amended to add the following terms that shall apply when Government Partner orders the Enterprise Mobility Suite for Government (the "EMS -G Suite ") or individual components of the EMS -G Suite, Azure Active Directory Premium for Government ( "AADP- G") and Azure Rights Management Service for Government ( "RMS -G ") (the EMS -G Suite, AADP -G, AmendmentApp 0.4.0.1 M254;M266;M271 B Page 3 of 7 EXHIBIT 2 and RMS -G being collectively, "EMS for Government ") for an Enrolled Affiliate that is a member of the Community, as that term is defined herein: 4. The following definitions are hereby added to the Enrollment: "Azure Government Services" means one or more of the services or features Microsoft makes available to Enrolled Affiliate under this Enrollment and identified at http: // azure. microsoft .com /en -us /regions/ #services, which are provisioned in dedicated multi- tenant data centers for exclusive use by or for the Community. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using Azure Government Services to provide solutions to a Government or a qualified member of the Community, or (3) an Enrolled Affiliate with Customer Data that is subject to Government regulations for which the Enrolled Affiliate determines the use of Azure Government Services, and not Windows Azure Services, is the appropriate Microsoft service to meet the Enrolled Affiliate's regulatory requirements. "Federal Agency' means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State /Local Entity, or Tribal Entity acting in its governmental capacity. "State /Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Entity's state and located within Entity's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. 5. The following new Section is added to the Enrollment: EMS for Government Terms a. Applicable Terms. The EMS -G Suite, AADP -G, and RMS -G are subject to the same terms and conditions as their corresponding Enterprise Services (EMS, Azure Active Directory Premium, and Azure Rights Management Service, respectively), except as otherwise provided in the Product List and this Amendment. b. Community Use Rights. Government Partner certifies that Enrolled Affiliate is a member of the Community and agrees to ensure that Enrolled Affiliate uses EMS for Government solely in its capacity as a member of the Community and for the benefit of end users that are members of the Community. Use of EMS for Government by an entity that is not a member of the Community or to provide services to non - Community members is strictly prohibited, and Microsoft, in its discretion, may terminate the Enrollment for EMS for Government without notice for any such non -compliant use Government Partner acknowledges that only Community members may use EMS for Government. c. Windows Intune. Government Partner understands and acknowledges that Windows Intune, the third individual component of the EMS -G Suite, will not be provisioned in multi - tenant data centers for exclusive use by or for the Community. d. AADP for Government and Azure RMS for Government. Government Partner understands and acknowledges that AADP -G and RMS -G will not initially be provisioned in multi- tenant data centers for exclusive use by or for the Community. However, AADP- G and RMS -G will be provisioned in multi- tenant data centers for exclusive use by or for AmendmentApp 0.4.0.1 M254;M266;M271 Page 4 of 7 EXHIBIT 2 the Community at a future date. As soon as practicable following such future date, the AADP -G and RMS -G services Government Partner is acquiring on behalf of Enrolled Affiliate will be migrated to the Community multi- tenant data centers. nrcrt�r2¢i I Y1ia�d� w�ra�oroant �P Pi ri64;8 twwi[;P'i 0.� hMfi4 B Enterprise Enrollment Azure Government Services Amendment ID M271 (Indirect) This amendment ( "Amendment ") is entered into between the parties on the attached program signature form. It amends the Enrollment identified above. All terms used but not defined in this Amendment will have the same meanings provided in the Enrollment. The parties agree that the Enrollment is amended as follows: Section 1 ( "Definitions ") of the Enrollment is hereby amended by adding the following: "Azure Government Services" means one or more of the services or features Microsoft makes available to Enrolled Affiliate under this Enrollment and identified at httr):H azure. microsoft .com /en -us /regions/ #services, which are provisioned in dedicated multi- tenant data centers for exclusive use by or for the Community. "Community" means the community consisting of one or more of the following: (1) a Government, (2) an Enrolled Affiliate using Azure Government Services to provide solutions to a Government or a qualified member of the Community, or (3) a Customer with Customer Data that is subject to Government regulations for which Customer determines and Microsoft agrees that the use of Azure Government Services, and not Microsoft Azure Services, is the appropriate Microsoft service to meet Customers regulatory requirements. "Federal Agency" means a bureau, office, agency, department or other entity of the United States Government. "Government" means a Federal Agency, State /Local Entity, or Tribal Entity acting in its governmental capacity. "State /Local Entity" means (1) any agency of a state or local government in the United States, or (2) any United States county, borough, commonwealth, city, municipality, town, township, special purpose district, or other similar type of governmental instrumentality established by the laws of Customer's state and located within Customer's state's jurisdiction and geographic boundaries. "Tribal Entity" means a federally recognized tribal entity eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe. "Use Rights," means, with respect to any licensing program, the use rights or terms of service for each Product and version published for that licensing program at the Volume Licensing Site. The Use Rights supersede the terms of any end user license agreement (on- screen or otherwise) that accompanies a Product. The Use Rights for Software are published by Microsoft in the Product Use Rights. The Use Rights for Online Services are published in the Online Services Terms. "Volume Licensing Site" means htto: / /www.microsoft.com /licensing /contracts or a successor site. AmendmentApp 0.4.0.1 M254;M268;M271 B Page 5 of 7 EXHIBIT 2 2. The following sentence is added to the end of Section 6(d) of the Enrollment ( "Termination for cause "): In addition, it shall be a breach of this Enrollment if Enrolled Affiliate or any Affiliate in the Enterprise fails to maintain its status as a member of the Community. 3. The following new Section 7 is hereby added to the Enrollment: 7. Azure Government Services a. Terms and conditions applicability. All terms and conditions applicable to Microsoft Azure Services also apply to Azure Government Services, except as otherwise noted in the Product List and this Amendment. b. Community Use Rights. Enrolled Affiliate certifies that it is a member of the Community and agrees to use Azure Govemment Services solely in its capacity as a member of the Community and for the benefit of end users that are members of the Community. Use of Azure Government Services by an entity that is not a member of the Community or to provide services to non - Community members is strictly prohibited and could result in termination of Enrolled Affiliate's license(s) for Azure Government Services without notice. Enrolled Affiliate acknowledges that only Community members may use Azure Government Services. c. Use Rights for Azure Government Services. For Azure Government Services, notwithstanding anything to the contrary in the Use Rights: i. Customer Data will be stored and processed solely within the continental United States. ii. Azure Government Services will be offered only within the United States. iii. Additional European Terms, as set forth in the Use Rights, will not apply. iv. In the event that a Government regulator or other Government body with equivalent supervisory authority over Customer ( "Regulator') formally requests to access the Azure Government Services operations and controls, Customer will diligently attempt to resolve that request directly with the Regulator through use of information and resources Microsoft makes generally available to customers. Customer will at all times have access to its Customer Data (but not Customer Data of other Community members) using the standard features of the service and may delegate such access to representatives of the Regulator. In the event the Regulator determines that information available through these mechanisms is insufficient to address the Regulator's stated objectives, and provided that Customer and Microsoft have not otherwise agreed upon an inspection or audit process, upon Customer's written confirmation that the Regulator has supervisory authority over Customer to make such a request, Microsoft will provide the Regulator with the opportunity to communicate with Microsoft's auditor at Customer's expense and, if required by the Regulator, a direct right to examine the Azure Government Services, including examination on premises. Regulator only will be allowed to access information about Customer. Customer will be liable for Microsoft's reasonable additional costs associated with such examination. For clarity, Microsoft and Customer are committed to working together in good faith to resolve a Regulator request through discussion and interaction between Customer, Microsoft, and the AmendmentApp 0.4.0.1 M254;M268;M271 B Page 6 of 7 EXHIBIT 2 Regulator. In the event that Customer and Microsoft have agreed upon a separate inspection or audit process, such process shall apply in lieu of this right. vi. In addition, the "Certifications and Audits" section of the Use Rights is replaced with the following: Microsoft will seek to secure and use commercially reasonable efforts to maintain a provisional Authority to Operate (ATO) from the Federal Risk and Authorization Management Program (FedRAMP) Joint Authorization Board (JAB) or Federal Agency for the Azure Government Services that are listed at igp:L / /azure.microsoft.coirn /en �l,,rtl .yorlrtat rMf °Va per }otq, but are not provided as "Preview," "Beta," or other pre - release. On a confidential need -to -know basis, and subject to Enrolled Affiliate's non- disclosure obligations to Microsoft and additional obligations required by the Government, Microsoft will make the system security plan available to Enrolled Affiliate and /or Government end customers, along with other information reasonably requested by Government end customers regarding Microsoft security practices and policies (collectively, the "Security Policy "); provided, however, that Microsoft may redact information from the Security Policy if such information would compromise the security of Microsoft's information technology environment or the confidentiality of any third - party's confidential information. Customer is solely responsible for reviewing the Security Policy, making an independent determination as to whether the Security Policy meets Customer's requirements, and for ensuring that Customer's personnel and consultants follow the guidelines they are provided regarding data security. Except for changes made by this Amendment, the Enrollment identified above remains unchanged and in full force and effect. If there is a conflict between any provision in this Amendment and any provision in the Enrollment identified above, this Amendment shall control. t �rs'AratrxhwrE Nrr 7 ure�Cs�awrrnraw gal" aarr N a w B app it M271 g Except for changes made by this Amendment, the Enrollment or Agreement identified above remains unchanged and in full force and effect. If there is any conflict between any provision in this Amendment and any provision in the Enrollment or Agreement identified above, this Amendment shall control. AmendmentApp 0.4.0.1 M254;M268;M271 Page 7 of 7 EXHIBIT 2 MM on Microsoft Volume Licensing Program Signature Form MBA /MBSA number Agreement number 01E73386 L000- frmulkey -s -190 Note: Enter the applicable active numbers associated with the documents below. Microsoft requires the associated active number be indicated here, or listed below as new. This signature form and all contract documents identified in the table below are entered into between the Customer and the Microsoft Affiliate signing, as of the effective date identified below. By signing below, Customer and the Microsoft Affiliate agree that both parties (1) have received, read and understand the above contract documents, including any websites or documents incorporated by reference and any amendments and (2) agree to be bound by the terms of all such documents. Name of Entity (must be legal entity name)* City of Denton Signature* Printed First and Last Name* Printed Title Signature Date* Tax ID EXHIBIT 2 Microsoft Corporation Signature Printed First and Last Name Printed Title Signature Date (date Microsoft Affiliate countersigns) Agreement Effective Date (may be different than Microsoft's signature date) Optional 2nd Customer signature or Outsourcer signature (if applicable) Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* indicates reauire Name of Entity (must be legal entity name)* Signature* Printed First and Last Name* Printed Title Signature Date* required field If Customer requires physical media, additional contacts, or is reporting multiple previous Enrollments, include the appropriate form(s) with this signature form. After this signature form is signed by the Customer, send it and the Contract Documents to Customer's channel partner or Microsoft account manager, who must submit them to the following address. When the signature form is fully executed by Microsoft, Customer will receive a confirmation copy. Microsoft Corporation Dept. 551, Volume Licensing 6100 Neil Road, Suite 210 Reno, Nevada 89511 -1137 USA Program Sig nForm (MS Sign)(NA,LatAm)ExB RA, MLI(ENG)(Aug2014) Page 2 of 2 W.14 I I I H Y 1[t, APPENDIX C - PRICING INDEX DI R -SDD -2503 as amended by Amendment Number 3 Amendment 3 Dated September 2014 Page 1 of 1 EXHIBIT 4 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING AND APPROVING THE PURCHASE OF MICROSOFT OFFICE 365 SOFTWARE AS A SERVICE (SAAS) AND ADDITIONAL LICENSING FOR WINDOWS DATA CENTER EDITION AND ENTERPRISE SQL AS APPROVED BY THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR) CONTRACT NUMBER DIR -SDD- 2503; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5842- AWARDED TO SHI GOVERNMENT SOLUTIONS IN THE NOT -TO- EXCEED AMOUNT OF $680,000). WHEREAS, pursuant to Resolution 92 -019, the State of Texas 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 State of Texas Department of Information Services Go Direct Program 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 NUMER VENDOR AMOUNT 5842 SHI Government Solutions $680,000 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program 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 State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. EXHIBIT 4 SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of Texas Department of Information Services Go Direct Program, 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 State of Texas Department of Information Services Go Direct Program, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. 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 5. 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 BY: 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 -479, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: June 16, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a Professional Services Agreement for consulting services related to the development of a comprehensive master plan for the City of Denton Municipal Solid Waste Landfill Facility; providing for the expenditure of funds therefor; and providing an effective date (File 5837- awarded to Applied Ecological Services in the not -to- exceed amount of $110,000). The Public Utilities Board recommends approval (4 -0). FILE INFORMATION The City of Denton Solid Waste and Recycling Department is in the process of developing a long range comprehensive master plan to assist with planning for future land resources, operations, materials handling, and recycling operations. Applied Ecological Services (AES) is a firm that specializes in ecological consulting, land restoration, and land use. Initially, AES envisions developing long range planning for the Solid Waste Department's land resources, the Municipal Solid Waste disposal areas, and land areas available for site operations. The AES scope of Work includes evaluating options, schedules, and budgets for the development of a perpetual Municipal Solid Waste landfill operations concept plan at the City's ECO -WERCS (Waste to Energy, Recycling, Composting, and Solar) Recovery Park site. A more detailed description of the planning process is included in the attached Public Utilities Board Agenda Information Sheet (Exhibit 1). In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 4, 2015, the Public Utilities Board (PUB) recommended approval to forward this item to the City Council for consideration. The PUB approval amount was for Tasks 1 -12 in the amount of $98,000. Purchasing staff recommends including a contingency in the amount of $12,000 for Tasksl3 -15 for a total not -to- exceed $110,000. RECOMMENDATION Approve a Professional Service Agreement with Applied Ecological Services in the not -to- exceed amount of $110,000. Tasks 1 -12 of the agreement have been estimated at a cost of $98,000. Although the cost of Tasks 13 City of Denton Page 1 of 2 Printed on 6/11/2015 File #: ID 15 -479, Version: 1 -15 is yet to be determined, Purchasing staff is including a $12,000 contingency amount for those tasks. PRINCIPAL PLACE OF BUSINESS Applied Ecological Services Brodhead, WI ESTIMATED SCHEDULE OF PROJECT The tasks listed in this project are estimated to be completed by December 31, 2015. FISCAL INFORMATION These services will be funded from Solid Waste Capital Project account 660873595.1360.30100. Requisition 4124174 has been entered in the Purchasing software system, EXHIBITS Exhibit l: Public Utility Board Agenda Information Sheet Exhibit 2: Public Utility Board Draft Minutes Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Vance Kemler at 349 -8044. City of Denton Page 2 of 2 Printed on 6/11/2015 EXHIBIT 1 PUBLIC UTILITIES BOARD AGENDA ITEM #1 AGENDA INFORMATION SHEET AGENDA DATE: May 4, 2015 DEPARTMENT: Solid Waste ACM: Jon Fortune, 349 -8585 k SUBJECT Consider recommending approval of a Professional Services Agreement with Applied Ecological Services, Inc. of Brodhead, Wisconsin in the budgeted amount of $98,000.00, for the completion of Tasks 1 — 12, to provide consulting services to develop Master Planning for the Denton Municipal Solid Waste Landfill Facility and site development for existing and expanded operations and services. BACKGROUND In 2008 the Solid Waste & Recycling Department (SW &R) began a multi -year process to amend the Municipal Solid Waste (MSW) facility permit to include additional acreage, which enables the Department to meet City Council goals, which include maintaining a capacity to serve the community for 50 years and achieving a 40% recycling rate. In order to achieve these long term planning goals, the permitted capacity of the City's MSW Facility requires expansion to ensure adequate processing, treatment, and disposal capacity in its integrated solid waste management system. To determine the acceptability of undeveloped land adjacent to the existing landfill site, and whether it would be acceptable property for a facility expansion, a geotechnical investigation of portions of the undeveloped areas on the site was conducted in 2008 and a feasibility study for a lateral expansion of the landfill was completed in January 2009. The feasibility study concluded that the undeveloped areas were compatible for landfill use, and concluded that a permit amendment for a facility expansion at the existing site can provide greater than 50 years of service capacity. The Department has been working with the TCEQ toward obtaining the MSW permit amendment since 2011. During fiscal year 2015 the Department has been simultaneously working with the City's Planning Department to obtain a Specific Use Permit (SUP) in order to utilize the expanded permit acreage, 148.0 acres, for MSW operational and disposal purposes. Currently the proposed SUP area has been recommended by the Planning and Zoning commission, and has been forwarded to the City Council for consideration. In recent months the Department has been pursuing the process of developing a Departmental long range comprehensive master plan, and has a desire to develop master plans for the next 20 — 30 years for 1) the MSW permit area and the Departments physical property available for utilization in providing Denton's Integrated Solid Waste Management (ISWM) plan and 2) to AIS — PUB Agenda Item 41 EXHIBIT 1 May 4, 2015 Page 2 of 3 develop long range planning to provide the materials handling, processing and recycling operations, and services necessary for the Denton community over the same period. Integrated Solid Waste Management is a comprehensive materials management, waste prevention, materials diversion, recycling, composting, waste disposal, and energy generation integrated system. An effective ISWM system considers how to prevent, reduce, recycle, and manage solid waste materials in ways that most effectively protect human health and the environment. ISWM planning involves evaluating Denton's local needs and conditions, and then selecting and combining the most appropriate materials management activities for those conditions. The major ISWM activities are waste prevention, materials diversion, recycling, composting, and combustion and disposal in properly designed, constructed, and managed site and disposal areas. Each of these activities requires careful long range planning, development of operational locations, capital financing, materials collections, management, and transport, all of which are essential elements in a comprehensive ISWM plan. Applied Ecological Services (AES) is a specialist in ecological consulting, land restoration, and land use. Initially, AES envisions developing long range planning for the Department's land resource, the MSW disposal areas and land areas available for site operations, for best utilizing long term, the property owned by SW &R. The AES Scope of Work begins by evaluating options, schedules, and budgets for development of a perpetual MSW landfill operations concept plan at the City's ECO -WERCS (Waste to Energy, Recycling, Composting, Solar) Recovery Park site. Task 3 within the Scope of Work states several plans which may be developed, among them 1) a long range regulatory driven plan, 2) a conservation perpetual operations plan, and 3) an active -use perpetual operations plan. Additionally, overall plans may be developed that combine components from the three stated base plans. During the ECO- WERC's site planning process, the external stakeholders, Denton's citizens, will participate in the ongoing MSW facilities future design and final conceptual design processes. Several public meetings will be held, one of which is necessary for finalization of the MSW permit amendment process. Following public input, a final conceptual design plan will be developed that integrates the regulatory and community requirements. In the near term, an additional consultant is planned for utilization to review the Department's operations and services provided in their entirety, and lay a framework for how the Department plans to provide services, and to what extent, to the Denton community over the upcoming 20 — 30 years. Currently the Department provides a broad range of core services and major programs, which will require review and consideration for continuation, expansion, and modification due to technological changes and materials changes which are continually occurring. New services and programs are expected to be initiated and grown as ultimately determined by the community's forecasted needs. This planning process must reflect sustainability efforts to best manage the materials and assets currently managed in daily operations, and planned for the future, in order to achieve the highest environmentally sustainable operations and services available for the Denton community within reasonable costs for Denton's citizens. Solid Waste staff plans to bring this aspect of the Department's long range planning process to the Public Utilities Board (PUB) in the near future. AIS — PUB Agenda Item 41 EXHIBIT 1 May 4, 2015 Page 3 of 3 Applied Ecological Services (AES) has submitted a Scope of Work, for review, entailing 15 total tasks as outlined within the Scope. Tasks 1— 12 have an estimated budget of $98,000, for which staff is requesting a recommendation forward. OPTIONS Approve staff's recommendation for a Professional Services Agreement (PSA) with Applied Ecological Services, for an estimated budget of $98,000, to provide consulting services to develop long range Master Planning for the Denton MSW Landfill Facility and site development for existing and expanded operations and services, or the PUB may recommend to not provide a supporting recommendation for the services. RECOMMENDATION Staff recommends the approval of the PSA with Applied Ecological Services to provide long range planning for the MSW Landfill Facility and site development for operations and services. PRIOR ACTION /REVIEW (Council, Boards, Commissions) None DATE SCHEDULED FOR COUNCIL APPROVAL April 28, 2015 FISCAL INFORMATION The professional services will be funded from Solid Waste job cost account 660615. EXHIBIT 1. Applied Ecological Services Proposal Respectfully submitted: A. Vance Kemler General Manager, Solid Waste Prepared by: ."(r arloll-l� S. Lebsack Development and Administrative Manager EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD May 4, 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, May 4, 2015 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, and Charles Jackson Absent: Barbara Russell and Lilia Bynum Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 1. Consider recommending approval of a Professional Services Agreement with Applied Ecological Services, Inc. of Brodhead, Wisconsin in the budgeted amount of $98,000.00, for the completion of Tasks 1 — 12, to provide consulting services to develop Master Planning for the Denton Municipal Solid Waste Landfill Facility and site development for existing and expanded operations and services. Motion was made to approve item 1 Board Member Jackson with the second by Board Member Gallivan. The vote was 4 -0 approved. Adjournment: 11:19 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES RELATED TO THE DEVELOPMENT OF A COMPREHENSIVE MASTER PLAN FOR THE CITY OF DENTON MUNICIPAL SOLID WASTE LANDFILL FACILITY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5837- AWARDED TO APPLIED ECOLOGICAL SERVICES IN THE NOT -TO- EXCEED AMOUNT OF $110,000). WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, The fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Applied Ecological Services to provide professional consulting services to develop a long range comprehensive Master Plan for the City of Denton Municipal Solid Waste Facility, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5837, to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. EXHIBIT 3 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 4 COUNTY OF DENTON PROFESSIONAL SERVICES_ AGREEMENT FOR CONTRIBUTION TO MASTER PLAN FOR SOLID WASTE [File No. 58371 THIS AGREEMENT is made and entered into on by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and APPLIED ECOLOGICAL SERVICES, with its corporate office at 17921 W. SMITH ROAD, BRODHEAD, WI 53520, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, consulting services for contributing to the master planning of the Denton MSW landfill. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT's "Master Planning for the Denton MSW Landfill Facility- Proposal 15- 0145," dated March 9, 2015 which proposal is attached hereto and made a part hereof as Exhibit "A" as if written word for word herein. B. 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. EXHIBIT 4 ARTICLE III PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a purchase order or notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE IV COMPENSATION A. COMPENSATION TERMS: "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of this agreement. 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 cost estimate detail shown in Exhibit "A" which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non -labor expenses not -to- exceed $110,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements 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. 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 Page 2 EXHIBIT 4 from the OWNER. The CONSULTANT shall not proceed to perform additional services, outside the scope of work listed in Exhibit A, without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit `B." 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. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said thirtieth (30th) day, and, in addition, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, 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 the late charge of one percent (1 %) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article IV, "Compensation." ARTICLE V OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. Page 3 EXHIBIT 4 ARTICLE VII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim anv right arisiniz from employee status. ARTICLE VII INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $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. B. 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. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. Page 4 EXHIBIT 4 E. 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. ARTICLE X ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval. ARTICLE XI 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 IV "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 XII 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, Page 5 EXHIBIT 4 subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: Applied Ecological Services Attn: �,,,� �� .) PO Box 6 ,.. .w� ��� �. Brodhead, WI 53520 To OWNER: City of Denton George C. Campbell, City Manager 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement, consisting of seventeen (17) pages and two (2) exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 6 EXHIBIT 4 ARTICLE XVI COMPLIANCE WITH LAWS 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 hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED 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 XVIII 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, or 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. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. Page 7 EXHIBIT 4 ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A — Proposal: Master Planning for the Denton MSW Landfill Facility Exhibit B — Standard Hourly Rates B. The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during 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 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 this agreement, and to allow the OWNER 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 OWNER 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 business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'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. 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. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be v , X S',,A w�'" _ However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. 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. 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 Page 8 EXHIBIT 4 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. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this the day of ......................... ITIT 20 CITY OF DENTON, TEXAS GEORGE C. CAMPBELL, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY WITNESS: BY Page 9 APPLIED SIGNATURE, TITLE Cam„ MUA /C)V,) o e� EXHIBIT 4 CITY OF LENTO INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder 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 bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid 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 bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the 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 - "II I or better. Any deductibles or self - insured retentions shall be declared in the bid 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 Page 10 EXHIBIT 4 insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled 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. Page 11 EXHIBIT 4 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 X1,()00,000 00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,0110.00 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. EXHIBIT 4 [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 combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Page 13 EXHIBIT 4 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions:. Certificate of coverage ("certificate ")-A copy of a certificate of insurance, a certificate of authority to self - insure issued by the commission, or a coverage agreement (TWCC -81, TWCC -82, TWCC -83, or TWCC -84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's /person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ( "subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food /beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Page 14 EXHIBIT 4 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) 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 Page 15 EXHIBIT 4 7) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self - insured, with the commission's Division of Self - Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Page 16 EXHIBIT 4 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. 1 Name of person who has a business relationship with local governmental entity. 2 ., �.OnN 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 7h business day after the date the oripinaill filed gucstionnaire becomes incom ilctc or inaccurate ) -3 j 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 1:1 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? El Yes EJ No D. Describe each affiliation or business relationship. ... 4 - t have no Q "OME bf erest isctrrse. w,.� 4�gratorc i "l a onlairl >usr�scss with the governmental entity Date > MWT 4 IN an l 17921 W SMITH ROAD - PO BOX 256 - BRODHEAD, W1 53520 - (608) 897-8641 Proposal Master Planning for the Denton MSW Landfill Facility Applied Ecological Services is pleased to submit a scope of work and budget for consulting services for contributing to the master planning of the Denton MSW landfill. We understand the MSW landfill may have operations in perpetuity and that the Denton MSW landfill management is interested in being an excellent steward of its waste and land resources. We understand the facility is proposed as a "perpetual MSW landfill" which will have landfill mining conductcd in areas that are chemically, biologically, and physically stable, and that these will then be used for future disposal. We also look forward to working with the lead engineering consultant, CP &Y, and the legal consultant firm, Lloyd Gosselink. A. We understand that recently TCEQ visited along with regional compliance staff, and that the state inquired about when a MSW landfill mining permit amendment application might be delivered to the state. We also understand that the process is waiting for drilling new gas extraction wells and the waste characterization of waste samples from representative wells before an application can be completed. We understand that your objective is to implement MSW landfill mining on the 30 acres of clay lined pre - subtitle MSW landfill area, B. We further understand that the MSW landfill has the appropriate zoning but attempt will be to get a specific -use permit for the expansion of the MSW landfill acquired since the 1970s, with some recent purchases. One recommendation to explore would be to designate more land as buffer, perhaps to a width of 125 feet as a transition zone between waste and neighboring properties. Transition zones would undoubtedly be variable in width. C. We understand the visual buffer plan has changed (existing trees will no longer accommodate the visual screening needs of the MSW landfill) with the re- alignment of Mayhill road to the west. And there is now a person who opposes the MSW landfill expansion proposal. This adds more complexity as we go through the process, due to the person who wants a screening wall between her property and the roadway widening and re- alignment. We also understand an ephemeral stream that is likely to be impacted by MSW landfill operations and will be mitigated at a mitigation bank. Our proposed process would contribute to the highly esteemed relationship between the state regulators and MSW landfill operations. The process would consider the creek and its riparian corridor, greenbelt and wildlife issues, and other environmental and natural area projects to support and complement the site (or facility) master plan. www.appliedeco.com EXHIBIT 4 Overall, this master plan will guide the Denton Solid Waste and Recycling Services staff in being excellent stewards of the land resource. Our proposal envisions a two step process: STEP 1) An internal Denton Solid Waste and Recycling Services staff /AS team process will evaluate options and frame the budgets that may be associated with each of the options. Then, during a design process, using what is learned from the options and costs, and possible regulatory implications, we will internally align each option with the goals and vision of the Denton MSW landfill staff. With this knowledge and upon this understanding, we would then propose to begin a series of external stakeholder meetings. U1111 � 11111tii, Ill fill 1 011. -1111 - I i 'Z�� E33 La= 1. Design for environmental protection, enhancement and restoration of habitat and ecosystems 2. Contribute to a regional healthy lifestyle 3. Foster a sense of place, reflecting history 4. Enhance a sense of community 5. Contribute to economic, social and cultural diversity 6. Develop and use safe, convenient and efficient transportation 7. Design for energy conservation and power production 8. Support lifelong learning and education for all age groups 9. Aesthetic design and high quality construction that blends with existing landforms 150145:030915 2 Master Planning—Denton MSW Facility EXHIBIT 4 10. Ensure economic viability of operations and contribute to local employment 11. Cradle to cradle re -use of resources to minimize or elirninate "wasteful" operations and uses of resources. 12. Treat and honor water as a precious resource 6 . I f l STEP 1) An internal Denton Solid Waste and Recycling Service staff /AES team process to evaluate options, schedules, and budgets for Site Perpetual Operations Task 1. Pre -work Meeting and Review of Information This meeting will initiate the project. AES will meet with Denton MSW landfill staff for the following purposes: Work Product: Summary memorandum of what we learn from review Schedule: Completed within 30 days of authorization to proceed Cost Estimate: $3,500 Task 2. Site Tour and Natural Resources Inventory and Inventory of Other Features Over a several day period, AES ecologists will visit and map natural resources on -site, abutting the MSW landfill property, and in nearby properties, using recently available aerial photographs for the region. This mapping will be used to create GIS layers that will overlay existing site plans, permit document maps, and local park and recreation maps from the county or municipality. City consultants and city staff will provide GIS mapping data on the site including the wastewater plant site, boundary metes and bounds, existing MSW landfill CAD data, proposed expansion data, etc. During this process we will evaluate the long -term plans, intermediatc -term plans and an evaporative cap, and cover planting plots that are envisioned for the MSW landfill. We will also review the 150145:030915 3 Master Planning—Denton MSW Facility EXHIBIT 4 pollinator and honey bee projects underway by the MSW landfill facilities. AES will provide additional information that may be useful to these programs. We have included an alternate subtask, shooting 6" on- the - ground pixel size multispectral aerial photography for the 1500 acre project site. This imagery can be shot immediately upon authorization of this proposal so that new imagery is available for conducting Task 2. We will need on- the - ground control points and previous LIDAR topographic mapping, which will be used during the processing of this imagery to ensure engineering ground control registration requirements are achieved. Work Product: Summary letter reports and mapping of natural resources inventory Schedule: Completed within 60 days of authorization to proceed Cost Estimate: $13,500 Alternative Additional Cost for Shooting 6" multispectral aerial imagery: $8,000 1 r. • �• Iffliffiffifflipli pplip,111W • . r The goal of this task will be to collaboratively prepare several optional conceptual perpetual operations plans for the MSW landfill that may include: a) a regulatory driven perpetual operations plan, b) a conservation perpetual operations plan to create a "conservation park, and C) an active -use perpetual operations plan that allows for trails and other beneficial re -uses of the property. We understand the City is proposing the facility with a "Perpetual MSW landfill" component which will have MSW landfill mining conducted in areas that are chemically, biologically, and physically stable, which will then be used for future disposal. At this time, we envision that the areas around the MSW landfill waste footprint will have a variety of buildings and surface operations located in the buffer /transition areas to the property boundaries (e.g., MRF, biodiesel production plant, ethanol production plant, food and drink industry recycling services, native plant areas, bee conservation areas, community garden, warehouses, offices, grease and grit trap treatment plant, fire station, city fleet fueling station, city fleet vehicle wash facility, HHW regional processing facility, electrical utility substation, wastewater treatment plant, university training and research facility (UTA — Center of Excellence), compost and mulch processing and sales operation, possible tree farm, communication tower, natural gas utility underground storage of natural gas (salt dome storage), etc. We also envision creating an additional perpetual operations plan that combines several of these individual perpetual operations plans, thus creating hybrid perpetual operations plans using elements from each. For purposes of the regulatory driven plan we will interpret the regulatory requirements to define the criteria, conditions and allowances for public access and use. For the conservation perpetual operations plan we will map existing natural resources on the MSW landfill, and within some distance of the MSW landfill. This plan will map habitat connections that exist, and that could be reconnected if they are now fragmented. In this 150145:030915 4 Master Planning—Denton MSW Facility EXHIBIT 4 Work Product: Summary letter reports and mapping of alternative optional concept plans Schedule: Completed within 75 days of authorization to proceed Cost Estimate- $18,500 (NOTE: this may be adjusted based MSW Facility Permit and Amendment Consultant work product and his Field Study) Task 4. Creation of Preliminary Budget Estimates for the Optional Concept Plans During this task, AES will create a preliminary budget estimate for each draft conceptual plans created in Task 3. The budget will break out key cost categories (e.g., grading, topsoding, infrastructure changes, trails, plantings, 0& M, etc.) for each of the optional conceptual plans in a standard way so that each conceptual plan can be understood and compared. Because it is often difficult to estimate costs far out into the future, will work with you to create a clear record of assumptions around the costing, and develop a contingency estimate designed to encompass the uncertainty for each line item in the conceptual budgets. Work Product: Budget estimates aligned with each of the alternative optional concept plans Schedule: Completed within 75 days of authorization to proceed Cost Estimate: $3,500 Task 5. Internal Review Team Meeting This meeting will provide the Denton MSW landfill staff and perhaps others (if invited by MSW landfill staff) with an introduction to each conceptual site perpetual operations plan, and their respective budgets. The meeting is focused on soliciting creative feedback and new ideas, identifying clarifications needed, and identifying outstanding issues or needs to consider incorporating into the optional conceptual designs. Work Product: Meeting minutes record Cost Estimate: $4,500 150145:030915 5 Master Planning—Denton MSW Facility EXHIBIT 4 Task 6. Refinement of Optional Conceptual Perpetual Operations Plans and Budget AES will respond to MSW landfill staff feedback from the review of the concept plans, and suggestions made during the internal team meeting, and will revise both the conceptual plans and budgets during this task. Work Product: Summary of revisions and refined alterrnative optional concept plans Schedule: Completed within 110 days of authorization to proceed Cost Estimate: $8,500 Work Product: Succinct summary document, including summary of regulatory issues, long term vision, and other critical issues. Schedule: Completed within 120 days of authorization to proceed Cost Estimate: $2,500 STEP 2) External Stakeholder Participatory Design Meetings The following is an outline of what are often the typical tasks addressed during this Step 2 process. We look forward to talking further with Denton MSW landfill staff before finalizing the draft of this Step 2 process. Typically, this process involves the following preparation steps: Task S. Summarize the Factual Information about the MSW Landfill Facility in a Succinct 1- 2 Page Document a. This includes the regulatory summary of what is required in the future and where, on the land, specific requirements may apply b. Creation of basernaps with a natural resources inventory and existing condition mapping of the MSW landfill, buffer and operational lands, and any relevant abutting properties c. Preliminary draft guiding principles and community- oriented principles created by the Denton MSW landfill staff /AES team to guide the process and satisfy risks, regulatory requirements, land stability, aesthetics, and other key elements to be considered 150145:030915 6 Master Planning—Denton MSW Facility EXHIBIT 4 Work Product: Summary of factual information for each alternative optional concept plans Schedule: TBD Cost Estimate: $3,800 Task 9. Creation of . . inding Process to Show the Public r Denton Responded Team ., Stakeholder Input from .. Design Process Often, a subcommittee including external stakeholders tray be invited to participate in follow -up meetings if there is value in their ongoing participation. The value is often to lend credibility that public viewpoints were taken into account in the perpetual operations planning. Also, by having one or more follow -up meetings, this can save the cost of regulatory feedback if the perpetual operations plans must be released by a regulatory agency for public comments. a. Decide upfront how many meetings are likely to be desired /required in each specific location. b. Set meeting dates and find and secure the location(s) for the mceting(s) c. Hold the meetings with formalized record keeping (such as taped /video filming or a stenographer) and with informal recording of input (graphically having people draw their ideas, and /or someone from the AES team drawing the ideas offered during the meeting(s). Work Product: Summary of ideas and input from meetings Schedule: TBD Cost Estimate: $15,400 After a general external stakeholders participatory process, we have often created a "by- invitation" design charrette (with staff, community members, Audubon, regulators and others), as suggested by Denton MSW landfill staff to attend. This process will create the goals of each party, integrate the regulatory permit requirements, and will begin a process of integrating community /Audubon and other NGO aspirations, and those of the neighboring community. Work Product: Design charrette summary of ideas for final concept plan Schedule: TBD Cost Estimate: $6,300 150145:030915 7 Master Planning-Denton MSW Facility EXHIBIT 4 Task 11. Denton Solid Waste and Recycling Services Staff /AES Team Refinement of Draft Plan AES would work with your team to refine the draft plan during this task. We would then work with you to present the plans to get any final comments on the plan, so that they are considered and integrated into the plan. Work Product: Design charrette summary of ideas for final concept plan Schedule: TBD. Cost Estimate: $5,500 Task 12. Create Finalized Draft Plan AES will create the final plan, incorporating the input from internal staff and outside stakeholders. The plan will include final drawings, and expository documentation. Work Product: Finalized concept plan Schedule: TBD Cost Estimate: $4,500 Task 13. Denton Solid Waste and Recycling Service Staff /AES Team Regulatory Meetings to Affirm Plan Alignment with Regulatory Requirements AES proposes to work with your staff, your legal team, to organize for and present the concept plan to regulatory agencies. This presentation might be framed as a pre - application meeting, or an information meeting, or both. Work Product: Summary memorandum of meeting minutes Schedule: TBD Cost Estimate: TBD Task 14. Public Announcement, Public Relations Plan (Scope /Cost to be determined) Task 15. Additional Authorized Work AES understands that the City of Denton with written authorization can request AES to do additional work in support of this scope of work. This work would be undertaken with a written scope and budget following the AES attached rate schedule. 150145:030915 8 Master Planning-Denton MSW Facility EXHIBIT 4 Task Task Description Estimated . . . . ................ . . .......... ud et Task I I'll. -_ --- """_ Pre work M & Review of Information I I 1111!�� 1'—.-.-- 11111111 1 $3,500 . ............... Task 2 SiteToux & Natural Resources Inven o . .............. . . I'll, ...... . ...... .. -..,tl,,tY-2f—g,���fcft-t-u-,r-es— . i 13,500 Alternate __.__ Shooting 6" multispectral aerial photography for the 1500 acre project area. Additional $8,000 Cost 1 ask 3 1-)evcl�I)t)iciit!�fqp,�onalqnterna PeTSt1ijLOperations Planco c is $18,500 Task 4 Creation of P...r....e....l. iminag Budget E..s..t..i.m... ate.. s fox the Optional Plans .... ti na I Con � e $3,500 Task 5 Internal Review Team Meeting 'r $4,500 Task 6 IteFillemelits)fOp(112nal Conceptual Perpetual qperations Plans &Bud 9F t ..... . . ........ ... $8,500 Task 7 ... ........ .......... Creation of Perp etual etual 9perat T l OP Framework D_ ocumen. t $2,500 Task 8 . . ... . . ....................... Summarize the Factual Information about the MSW landfill in a Succinct . .......... 1-2 Pie Document .... ........ ........... $3,800 ...... . Task 9 Creation of a Non-Binding Process to Show the Public How the Denton Staff/AES Team Responded to Stakeholder Input from the Participatory $15,400 Desian Process . ...... ........... . .......... .. . ................ as 10 Develop.a.Final'Conce tu 1,,!2esign ........ . . . $6,300 Task 11 Denton MSW landfill Staff /AI Team Refinement of Draft Plan ......... . ...... $5500 Task 2 Create_ Finalized Draft Plan . . . ....... $4,500 Task 13 . . . .......... Denton Staff/AES Team Regulatory Meetings to Affirm Plan Alignment Requirements . . . . ........... TBD Task 14 .. ........... Public Announcement, Public Relations Plan . ... . . .............. .11-11 ......... . . ... TD Task 15 - - ------- — - - — - Addition l Task to be authorized (See AES Rate Schedule) TBD TOTAL ESTIMATED PROJECT BUDGET $98,000.00 ATTACHMENTS: ARS FEE/RATE SCHEDULE AES TERMS & CONDITIONS 150145:030915 9 Master Planning-Denton MSW Facility EXHIBIT 4 Steven > "I e 11..WJ p E iI; 4 b � i 1 d .V 1 rn V , d o >u9 n k ,ci II � � °u ,:,1 I �1 0, "V , V II 0" 11 �11 1.''flr`l a ww.apphedecox.corn SUMMARY OF EXPERIENCE Steven Apfelbaum has conducted ecological research, designed award - winning projects, successfully navigated regulatory programs, and contributed his unique creative scientific expertise and enthusiasm to over 7,000 projects throughout North America and beyond. He is one of the leading ecological consultants in the U.S., providing technical restoration advice and win -win solutions where ecological and land- development conflicts arise. Mr. Apfelbaum has authored hundreds of technical studies, peer- reviewed technical papers, books, reports, ecological restoration plans, and regulatory monitoring and compliance reports. Mr. Apfelbaum's book, Nature's Second Chance (Beacon Press), won accolades from the New York Times, and was listed as one of the "Top 10 Environmental Books of 2009." Restoring Ecological Health to Your Land (Island Press), Apfelbaum's most recent book (coauthored with Alan Haney and part of a three - volume series), has won praise as the first comprehensive 'how -to' restoration books for landowners. Mr. Apfelbaum promotes using ecological and conservation design principles in developments, industrial projects and parks that help clients save money while increasing ecological functionality, improving public perception and generating award - winning outcomes. Mr. Apfelbaum is also a much sought after speaker at educational events focusing on ecological restoration, ecosystem assessment, alternative stormwater management and conservation development. SELECT PROJECT EXPERIENCE Vernon County Landfill Leachate Treatment Wetland. Viroqua, WI Seneca Meadows Landfill Wetland Mitigation. Waterloo, NY La Crosse County Landfill Master Plan. La Crosse, WI Albany Pine Bush Landfill. Albany, NY Mallard Ridge Landfill. Delevan, WI Omaha Landfill and Asarco Lead Refinery Closure. Omaha, NE Flambeau Mine Reclamation. Ladysmith, WI Kankakee Sands Ecological Restoration. 7,200 -acre restoration. Newton County, IN Freshkills Landfill Final Closure and Restoration Planning. Staten Island, NY Bordentown Brownfield Redevelopment and Tidal Floodplain Restoration Planning. Bordentown, NJ Menomonee River Valley Brownfield Redevelopment. Milwaukee, WI Jackson County Iron Mine Reclamation. Black River Falls, WI Kansas City Natural Resource Inventory and Conservation Plan. Covered 3,000- square -mile, 7- county metropolitan area. Kansas City, MO Noisette Preserve. 3,000 -acre coastal reserve restoration and city center redevelopment design. North Charleston, SC EXHIBIT 4 CSI''1'I If D EC0: 0 ',lCAr '[ H1,\/ I C f 1a q r;,f ,r,, 1'vhI 'f ,-) c _tr,s'r l Ry L_ son,,. m (K.S. Candidate) www, alcal:.alia^deco cairn SUMMARY OF EXPERIENCE Ry Thompson is an AES Ecologist and Project Manager with fifteen years of professional experience. Thompson has managed and led projects in field ecology, watershed assessment, watershed planning, ecological restoration and renewable energy. He has experience with ecological consulting firms, non- profit organizations and local and regional government agencies in the Pacific Northwest and upper Midwest. Thompson is currently managing numerous projects and functioning as an ecologist on a variety of AES projects, including vegetation and wildlife surveys, wetland delineations, wetland restoration and mitigation banks, soil investigations, stream habitat assessment and restoration projects, land management and master planning and habitat restoration projects. SELECT @= 'RCJECT EXPERIENCE Johnson Creek Conservation Plan: Phase I Restoration. Arlington, TX Petrifying Springs Park Natural Resources Inventory, Erosion Assessment and Conceptual Restoration Plan. Kenosha County, WI Stream Habitat Assessment and Mapping Projects. Western /eastern OR & WA Developing a Large -Scale Agricultural Soil Carbon Transaction in the Palouse Region for the U.S. Department of Agriculture Natural Resources Conservation Service, WA, ID & OR Wetland Water Cooling Partnership: The Use of Constructed Wetlands to Enhance Thermoelectric Power Plant Cooling and Mitigate the Demand of Surface Water Use for the U.S. Department of Energy and Progress Energy Service Company, LLC. Bartow, FL Wildlife Habitat Management Plan and Long -term Care Plan at Shullsburg Mine. Shullsburg, WI Soil Carbon and Native Prairie Biomass Investigations In Cajun Prairie Sites. LA Soil Carbon Study on Reclaimed Mine Lands. Cumberland, OH Wildlife Habitat Management Plan at Badger Mining Corporation, Taylor Plant. Jackson & Trempealeau counties, WI Faunal Surveys at Seneca Meadows Landfill. Waterloo, NY Faunal Surveys at Shullsburg Mine. Shullsburg, WI Avifaunal Surveys at Potential Wind Farm Sites. MN & IA Breeding Bird, Herpetological and Vegetation Surveys at Wetlands along Green Bay. WI EXHIBIT 4 Mllai li D f C OI 61C A LY fir.! "id C:IrA�I':I`s III I milt'), "!ir -tl rClf m, n, 1, 10,�II'lgel If "I10 aild 14 ,, �aIr, lr John Larson, MD. wvvwvw.appliledeco.com SUMMARY OF rcXPERlIENCE Dr. John Larson has over 23 years of professional experience in ecological restoration and management planning and design, as well as in wetland delineations. His work not only addresses the flood control aspects of stormwater management, but also water quality enhancement and groundwater recharge benefits not normally possible with conventional designs. Dr. Larson's experience includes floristic analysis, land cover type mapping, threatened and endangered species investigations and ecological design. He applies this experience to restoration design, natural resource inventories, wetland determinations, wetland mitigation, wetland permitting and design of detention /retention /infiltration systems for stormwater management and treatment. SELECT PROJECT EXPERIENCE Vernon County Landfill Leachate Treatment Wetland Design & Master Plan. Assisted in design of nitrification and denitrification bio- treatment cells to demonstrate the value of constructed wetland systems for on -site leachate treatment. Viroqua, WI Seneca Meadows Landfill Wetland Mitigation & Restoration. Co- investigator of 71 -acre proposed wetland impact for Seneca Meadows Inc. Landfill. Assisted in design of 800+ acre ($5 million dollar) wetland mitigation plan to compensate for wetland impacts in upper New York State. Continues to provides annual monitoring. Waterloo, NY First Energy Little Blue Run Dam Impoundment Closure. Site assessment & re -use plan. Shippingport, PA High Acres Landfill. Principal AES Investigator for a USACE Permit modification for the landfill. Rochester, NY Mill Seat Landfill Expansion. Principal AES Investigator for Natural Resources Inventory and 404 Permitting for landfill expansion project. Rega, NY La Crosse County Landfill. Co- investigator of a Natural Resource, Turf Management and End -Use Plan for the La Crosse County Landfill prepared for SEH. WI Mallard Ridge. Lead ecologist in review of existing conditions and development of long -term restoration and management plan for Mallard Ridge Landfill Properties, to assist in a landfill expansion. Delavan, WI 250+ Wetland Delineations (1991- Present). Lead ecologist in over 250 wetland delineation projects throughout the U.S. Annual Mitigation Monitoring Reports (1991- Present). Has prepared hundreds of annual monitoring reports for wetland mitigation projects throughout the U.S., including sites in the Chicago area. Wetland Restoration /Mitigation Design and Permitting (1991- Present). Lead or assisted in design, permitting and monitoring for wetland restoration /mitigation projects throughout the U.S. EXHIBIT 4 1 Au "&il-;IEM1LNT 1.1 These Terms and Conditions apply to the attached agreement and any subsequent agreements or changes to existing agreements for services between Applied Ecological Services, Inc. (hereafter AES) and the Client as defined in the agreement. Together these documents and any attachments constitute the Agreement. 1.2 The Agreement is valid for the period stated in the Agreement. Upon expiration of that period, AES has the right to amend the basis of payment and to adjust the time of performance to reflect the delay and to conform to current workloads. 2 Rf::SIF:aa NS1113K..I_L.lIE S 2.1 Standard of Care: AES will perform the Services in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. 2.2 Safety: AES is responsible for the safety of its own employees. This provision does not relieve Client or any of its officers, directors, employees, agents, vendors, or contractors from their responsibility for maintaining a safe work site. Neither the professional services of the Client, nor the presence of the Client's employees or subcontractors will imply that AES has any responsibility for any activities on site performed by personnel other than AES's employees or subcontractors. 2.3 Responsibility for Uncompleted Services: If any of the Services are eliminated, or if AES is not retained to perform subsequent phases, AES's responsibility will extend only to the Services it completes. 2.4 Reliance on Information: In performing these services, AES may review and interpret documents and other information provided to it by others, including the Client, the Client's contractors, government authorities, laboratories and other entities. Unless specifically addressed in Project Services authorized by Client, AES may rely upon this information without an independent evaluation of its accuracy or completeness, and shall not be responsible for any errors or omissions contained in such information. 3 1`IMQ;:::: IFOR PIF::IRFORMANtu'dIE 3.1 General: AES's Services will be performed according to the Schedule specified in the Agreement. 3.2 Effect of Delay: If the Services to be performed by AES are interrupted, disrupted, suspended, or delayed for any reason beyond the reasonable control of AES, the Schedule of work and the date for completion will be adjusted accordingly. AES will be compensated for all reasonable increased costs resulting from such interruption, disruption, suspension, or delay. 4 COMPENSATION 4.1 Method of Compensation: Compensation for services shall be as set forth in the Proposal. 4.2 Taxes: All charges are net of any applicable taxes (except income and payroll taxes). Any additional costs due to applicable taxes will be reimbursed by Client. 5 PAYMENT 5.1 Time of Payment: Client agrees that time is of the essence as to payment of AES's invoices. EXHIBIT 4 5.2 Invoicing: Unless otherwise specified in the Proposal, AES will submit monthly invoices or at the completion of the project to Client for the Services performed and the charges incurred in the preceding period. Invoices are due and payable thirty (30) calendar days after the invoice date. 5.3 Disputed Invoices: If Client objects to all or any portion of the invoice, Client shall notify AES in writing within ten (10) calendar days of the invoice date, identify the cause of the disagreement, and pay when due that portion of the invoice that is not in dispute. In the event that AES and Client cannot resolve the dispute regarding the invoiced amount within thirty (30) days after receipt by AES of the notice of disagreement by Client, the dispute will be subject to the Dispute Resolution provision of this Agreement. 5.4 Interest: Client will pay an additional charge of one and one -half (1.5) percent per month, or the maximum percentage allowed by law, whichever is lower, of the overdue amount for any payment received by AES more than thirty (30) calendar days from the date of the invoice, except any portion of the invoiced amount in dispute and resolved in favor of Client. 5.5 Suspension /Termination of Services for Non - Payment: If any invoice amount is not paid within thirty (30) calendar days after the date of the invoice, AES will have the right, after giving seven (7) days written notice, to suspend all Services on the Project until all accounts (including charges and accrued interest) have been paid. If any overdue amount is not paid within forty -five (45) calendar days after the date of the invoice, AES will have the right to terminate this Agreement. Any attorney fees, court costs, collection fees or other costs incurred in collecting any delinquent amounts will be paid by Client. •► f 6.1 Nondisclosure: For the purpose of this provision, confidential information will be proprietary business information or trade secrets designated in writing to be confidential. 6.1.2 AES and Client will maintain as confidential any confidential information provided by the other Party, as defined in 6.1. This provision shall not apply to information that (1) is already known to the recipient as shown by written records in its possession at the time such information is received; (2) is already part of the public domain at the time of disclosure, or subsequently becomes part of the public domain through no fault of the recipient; (3) becomes available to the recipient from a third party who is not under obligation to the recipient with respect thereto; or, (4) is independently developed by an employee or consultant of the recipient who had no knowledge of or access to the information. 6.1.3 Each party may disclose confidential information if the confidential information (1) is required to be disclosed by law, subpoena, order of a court or governmental regulatory agency, or other legal process provided that the disclosing Party gives the other Party reasonable notice and opportunity to challenge the requirement to disclose; (2) is disclosed to a Party's contractor, subcontractor, consultant, agent, or employee who has signed a nondisclosure agreement; (3) is disclosed to a third party who has signed a nondisclosure agreement, but only if both AES and Client agree to such disclosure; (4) is disclosed to avoid a risk of imminent harm to persons, property, or the environment; or (5) is disclosed to protect either Party from criminal or civil liability under applicable law. 6.2 Use of Project Information: Client agrees that AES may use Client's name and a general description of the Project as a reference for other prospective clients, provided that no confidential information is disclosed. www,aIpIAiedemco,coirxm EXHIBIT 4 OW NF RSHIP fti° DOCUFAI INTS 7.1 Documents: All plans prepared by AES are instruments of service with respect to this Project, and AES shall retain an ownership and property interest in them (including the right of reuse at AES's discretion), whether or not this Project is completed. Client may make and retain copies of plans, whether in paper or electronic media form, for information and reference in connection with use, by Client or others, on the Project. .7.2 Copyright: AES shall retain all copyrights. Upon completion and satisfactory payment, the Client shall receive without further documentation, a perpetual and irrevocable license to use the drawings, concepts and other materials produced for the Client with proper citations showing AES as the author. 7.3 Use: Any documents generated by AES are for the exclusive use of Client, and any use by third parties or use beyond the intended purpose of the document, will be at the sole risk of Client, unless otherwise agreed upon by AES in writing. t..i..00AW II0t�1 OF FN' SK 8.1 Insurance: AES agrees to purchase and maintain at its own expense general liability insurance, professional liability insurance, and automobile liability insurance. Certificates of insurance will be provided to Client upon request in writing. AES agrees to purchase additional insurance as requested by the Client (presuming such insurance is available to AES) provided the premiums for such additional insurance are reimbursed by the Client. 8.2 Indemnification: Client and AES agree that each Party will be responsible for claims, suits, damages, and losses to the extent caused by their own negligence or willful misconduct. Client agrees to defend and hold harmless AES from claims, damages, suits, and losses by third parties, except to the extent caused by AES. Client releases AES from any claim for damages resulting from or arising out of any pre- existing environmental conditions at the site where the work is being performed. 8.3 Limitation of Liability: The Client agrees to limit AES, by its agents or employees, total liability to the CLIENT and to all Construction Contractors and Subcontractors on the Project, due to AES's professional negligent acts, errors, omissions, strict liability, breach of contract, or breach of warranty and for any and all injuries, claims, losses, expenses, damages, or claim expenses arising out of this Agreement from any cause or causes, such that the total aggregate liability of AES to those named shall not exceed the available limits of coverage as set forth in the terms and conditions of AES's liability insurance policies. nFIRMiNVO ION 9.1 Termination: Either Party upon ten (10) days written notice may terminate this Agreement without cause. In the event of termination, all previous unpaid invoices submitted by AES will be due and payable. AES will also be paid, under the terms of the contract, for any and all work performed, and /or completed, and expenses incurred between the time period covered by the most recent invoice and the date of termination. Additionally, AES will be reimbursed on a time and expenses basis at AES's standard rates for all reasonable termination expenses including; the cost of completing analyses, records, and reports necessary to document job status at the time of termination; the cost to bring any site work to a safe and stable condition and reasonable costs associated with untimely demobilization and reassignment of personnel and equipment. vvv� �,wi at'r4olh d kuriu iii� EXHIBIT 4 10 THIRD PARTIES 10.1 Successors and Assignees: This Agreement will be binding on AES and Client, and their successors, trustees, legal representatives, and assigns. Neither Party may assign or transfer any rights, responsibilities, or interest in this Agreement without the written consent of the other Party and any attempt to do so without such consent will be void. 10.2 Subcontractors: Nothing in this section will prevent AES from employing subcontractors or consultants to assist in the performance of Services under this Agreement. 11 DISPUTIF RESOLUTION 11.1 Unless otherwise agreed in writing, AES shall continue the project and maintain the approved schedules during all dispute resolution proceedings. If AES continues to perform, the Owner shall continue to make payments in accordance with this Agreement. In the event that the Owner fails to make payments for undisputed work, provision 5.5 of this agreement will apply. 11.2 If a dispute arises out of or relates to this Agreement or its breach, the parties shall endeavor to settle the dispute first through direct discussion. If the dispute cannot be settled through direct discussions, the parties shall endeavor to resolve the dispute through the involvement of a neutral mediator. The Commercial Mediation Rules of the American Arbitration Association shall govern this process. The costs of any mediation proceeding shall be shared equally by the parties. 11.3 Both parties agree that upon receipt of a written description of the other party's grievance(s), the offending party will reply in writing with the intent to resolve the dispute. If either party fails to respond in a timely manner, the aggrieved party has the right to demand mediation. 12. INTERPRETATION 12.1 Severability: ff any provision of this Agreement is determined to be void or unenforceable by a Court, all remaining provisions will continue to be valid and enforceable. The court will reform or replace any void or unenforceable provision with a valid and enforceable provision that comes as close as possible to expressing the intention of the void or unenforceable provision. 12.2 Governing Law: This Agreement will be governed by the laws of the State of Wisconsin. 13, COUNTERPARTS This Agreement may be executed concurrently in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by a party's signature transmitted by facsimile, and copies of this Agreement executed and delivered by means of facsimile signatures (whether faxed or scanned in a PDF format and transmitted by email via the internet) shall have the same force and effect as copies hereof executed and delivered with original signatures. The parties may rely upon such facsimile signatures as if such signatures were originals. A party executing and delivering this Agreement by facsimile signature by fax or email shall promptly thereafter deliver a counterpart signature page of this Agreement containing said party's original signature. www,rappliedeco.corn EXHIBIT 4 EXHIBIT B Professional Title Rate Principal Ecologist .............. „ , „ , „ , , , „ „ . , ... , , , $150 — 250 / hour Principal Ecotoxicologist ......... a ,. , , . , , , . , ...... $170 — 200 / hour Principal Environmental Engineer. „ .. „ , „ . , , , , , . $130 —190 / hour Senior Communications Consultant $170 / hour Senior Ecologist. ,,,,,,,,,,,,,,,,,, ... $110- 160 /hour Senior Engineer. . .......... . ... . . . . . . . . ...... . .. $130 — 180 / hour Senior Geologist .... , „ „,,, ,,,,,,,,,,,,,$180 - 200 /hour Senior Hydrologist .......... . ................... . . $100 — 150 / hour Senior Landscape Architect/Planner ...... . ... . . . . . . $130 — 200 / hour Landscape Architect ........................... . . . $100 — 170 / hour Staff Cartographer /GIS Analyst ........... . . . . $80 —140 / hour Staff Ecologist ........................... . .... . ... $80 — 140 / hour Staff Engineer ......... ..........................$110 — 160 /hour Staff Biologist ......................... . ....... — , $100 —150 / hour Staff Ecological /Landscape Designer ........ . . . .. m > .. $75 —125 / hour Associate Ecologist ....................... . . . . . .. . $50 — 80 / hour Associate Ecological /Landscape Designer .... ,. , ... a , , . $50 — 80 / hour CADD /GIS Draftperson .................... . . . $75 — 125 / hour Technical Assistant ....................... „ , „ a , , , $ 70-90 /hour Clerical .......................... . ..... . ........ $60 — 75 / hour Other Services Construction Oversight .................... . . . , , $80 — 120 / hour Technical Writing .................... . . . w „ , , , . , , $100 /hour Automated Data Compliance /Processing ..... , .... , $35 / hour GPS System ........... .........................$250 /day EXHIBIT 4 Expenses Rate Transportation mileage ............................ $.60 / mile Per Diem ........... ............................$50 /person /day GPS Equipment .. ............................... $250 / day Computer Processing ............................. $35 / hour Corporate Plane Air Fare ......... , .. $2.85 /mile Additional Services Cost plus 15% Flight Services Lodging Supplies, maps, documents, data sets Analysis of soil and water samples Ecotoxicology samples Specialized equipment Document Services Cost plus 15% Reprographics Computer- Plotting - - -- Copies and Printing CD or DVD Burning Scanning • Time spent in providing testimony for legal proceedings will be billed at double the normal hourly rate. • All rates are subject to change. www.apapfiedeco.corn EXHIBIT 4 "R CERTIFICATE O F UW&UTY INSURANCE .✓'" DATE (MM/DD /YYYY) 6/1/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER M3 Insurance PO BOX 8950 Madison WI 53708 NAME: Eileen Miller PHONE FAX A/C No Ext : 608-273-0655 (A/C, No): 608-273-172 A DDRIESS:eileen.miller @m3ins.com GENERAL LIABILITY PRODUCER CUSTOMER ID #: APPLE- 1 INSURER(S) AFFORDING COVERAGE NAIC # 3/1/2015 INSURED INSURER A: ADMIRAL INS CO 24856 Applied Ecological Services Inc 17921 West Smith Road INSURERB:Zurich American Insurance Co. 16535 INSURER C: American Guarantee & Liabilitv 26247 Brodhead WI 53520 -9355 INSURER D : DAMAGE TO RENTED PREMISES Eaoccurrence $300,000 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER: 671417344 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM /DDIYYYY POLICY EXP MM /DDIYYYY LIMITS • GENERAL LIABILITY GLO- 0111561 -00 3/1/2015 3/1/2016 EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Eaoccurrence $300,000 CLAIMS -MADE IX I OCCUR MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1, 000, 000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER : PRODUCTS - COMP /OPAGG $2,000,000 POLICY X PRO- X LOC $ • AUTOMOBILE LIABILITY BAP0111558 -00 3/1/2015 3/1/2016 COMBINED SINGLE LIMIT (Ea accident) $1, 000, 000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Per accident) $ SCHEDULED AUTOS HIRED AUTOS PROPERTY DAMAGE (Per accident) $ $ NON -OWNED AUTOS • X UMBRELLA LIAB X OCCUR AUC0111682 -00 3/1/2015 3/1/2016 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE DEDUCTIBLE $ X $ RETENTION $10,000 • WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR /PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? � N/A WC- 0111572 -00 3/1/2015 3/1/2016 X WCSTATU- OTH- TORY LIMITS I ER E.L. EACH ACCIDENT $500,000 E.L. DISEASE - EA EMPLOYE $500,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $500,000 A Prof11 / Pollution Liab FEI- ECC- 13591 -02 12/1/2014 12/1/2015 Limit 5,000,000 Deductible 20,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) RE: Master Planning for the Denton MSW Landfill Facility. The City of Denton, its Officials, Agents, Employees and volunteers are included as additional insured with respect to general liability on a primary and non - contributory basis where required by written contract or agreement. 30 day notice of cancellation applies to Certificate Holder. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Denton 215 East McKinney Street Denton TX 76201 AUTHORIZED REPRESENTATIVE r © 1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registered marks of ACORD City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -481, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: June 16, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton Texas, authorizing the City Manager to execute the "Second Amendment to Professional Services Agreement" for further design and engineering services related to Phase II of the multiple -use field improvements at North Lakes Park; authorizing the expenditure of additional funds therefor in an amount not -to- exceed $122,500; providing an effective date (File 5273- awarded to Dunaway Associates, L.P. aggregating an amount not -to- exceed $303,670). FILE INFORMATION On July 9, 2013, Council awarded a Professional Services Agreement with Dunaway Associates, L.P., in the amount of $145,170 (Ordinance No. 2013 -169). This agreement was for the design of four (4) fenced rugby size multipurpose fields with sports lighting and irrigation at North Lakes Park. Park road improvements, a parking lot, and site utilities and extensions were also included. On August 19, 2014, a First Amendment to the contract was approved by the Purchasing Manager in the amount $36,000. This amendment was for the revision of design plans as well as floodplain analysis, and the establishment of a Conditional Letter of Map Revision (CLOMAR) and a Floodplain Development Permit to allow improvements to be made in the lower lying areas of the North Lakes Park property. This Second Amendment is for design and engineering services for Phase II of the proposed G. Roland Vela Athletic Complex to be located in the northeast corner of North Lakes Park. Phase 11 will consist of a restroom/concession building, pavilion, and playground, as well as structural engineering to refurbish and install two (2) historic County bridges. Phase 11 improvements were approved as part of the November 2014 bond election for the City of Denton Capital Improvement Program. In accordance with provisions of Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirements of competition. City staff is recommending Dunaway Associates, L.P. based upon the following qualifications based criteria. Mr. Philip Neeley is the Public Studio Leader for Dunaway Associates, L.P. and has prior experience with the City of Denton Park's Department. Mr. Neeley prepared the last two citywide Parks and Recreation Master Plans, the Master Plan for Quakertown Park, and the first concept plan for the addition of the adult athletic fields at North Lakes Park. Therefore, Mr. Neeley already has the basic knowledge needed to provide the design services for this project. Staff has worked with Mr. Neeley preliminarily on this project to incorporate public input regarding the preservation of specific areas City of Denton Page 1 of 2 Printed on 6/11/2015 File M ID 15 -481, Version: 1 of North Lakes Park. He has been very flexible and has provided creative ideas to make this project work while leaving the areas of the park intact that the citizens want to preserve. RECOMMENDATION Approve a Second Amendment to the Professional Services Agreement with Dunaway Associates, L.P. in an amount not -to- exceed $122,500 for a total contract award not -to- exceed $303,670. PRINCIPAL PLACE OF BUSINESS Dunaway Associates, L.P. Denton, TX ESTIMATED SCHEDULE OF PROJECT The services to be provided are estimated to be completed by November 2015. FISCAL INFORMATION This project will be funded from the Parks Capital Project Fund and the Parks Gas Well Revenue Fund using the following account numbers: 4400073457.1360.40100 - $110,500 4250004444.1360.40100 - $ 12,000 Purchase Order 164312 will be revised to add the additional dollar amount upon Council approval. EXHIBITS Exhibit 1: First Amendment, Original Contract Exhibit 2: Ordinance Exhibit 3: Second Amendment Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Emerson Vorel at 349 -8260. City of Denton Page 2 of 2 Printed on 6/11/2015 EXHIBIT 1 THE STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT #„5273„ THIS FIRST AMENDMENT TO CONTRACT (hereafter the "First Amendment ") to that certain Contract awarded by the City of Denton, and awarded to Dunaway Associates, L.P. (hereafter the "Agreement ") in the original not -to- exceed amount of $145,170.00, which was heretofore executed on July 9, 2013, and was approved within the delegated authority of the City of Denton City Council; and said Agreement was heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY "); and the Dunaway Associates, L.P. (hereafter "DUNAWAY ") with its offices at 550 Bailey Ave, Suite 400, Ft, Worth, Texas 76107; and Contract 5273 provided for DUNAWAY to provide professional landscape architectural and engineering design services for the new multiple use field improvements at North Lake Parks. The service also included design of a storm water pollution prevention plan. DUNAWAY has substantially delivered the initial services as called for in the original Agreement; and the CITY deems it necessary to further expand the services by DUNAWAY to the CITY, and to provide an additional not -to- exceed amount of $36,000.00, for an aggregate of $181,170.00, for the additional required services. NOW THEREFORE, the CITY and DUNAWAY (hereafter collectively referred to as the "Parties "), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following: Scope: Dunaway shall provide services for design revisions and engineering for the following: 1. Final Programming & Preliminary Design - $4,300 ❑Revise Preliminary Design Plans ❑Conduct a conference call with City to review Preliminary Design Plans 2. Design Development - $13,100 ❑Prepare Design Development submittal based upon design revisions ❑Attend one (1) meeting with City to review Design Development submittal El Support City staff in pre - application meeting as required 3. Site Reconnaissance & Data Collection for Floodplain - $1,300 ❑Obtain site survey information for downstream limits of floodplain model ❑Obtain computer model developed for the new Animal Shelter Facility LOMR 1 EXHIBIT 1 4. Floodplain Analysis - $7,500 ❑Update Animal Shelter Facility LOMR model to reflect data obtained in field survey ❑Add proposed improvements to the model and evaluate impact ❑Revise proposed project as needed for compliance with City criteria ❑Prepare floodplain analysis report El Submit report to City 5. Conditional Letter of Map Revision (CLOMR) - $7,300 ❑Appropriate FEMA forms ❑Copy of deed of plat ❑Annotated FIRM ❑Floodplain study ❑Documented Species Act compliance ❑Hydraulic data, including digital files ❑Review fee ❑City review ❑Submittal to FEMA and follow -up 6. Floodplain Development Permit - $2,500 ❑Application form ❑Hydraulic data ❑Construction plans ❑Submittal and follow -up The Parties hereto agree, that except as specifically provided for by this First Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreement and now the First Amendment shall be, and will remain in full force and effect. EXHIBIT 1 IN WITNESS WHEREOF, the City of Denton, Dunaway Associates, LP, have each executed this First Amendment in three (3) original counterparts, by and t rough their respective duly authorized representatives and officers on this the day of �U$t „,,, ................_, 2014. "CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By.. ... ........... Elton Brock, MB CTPM, C.P.M. Manager, Materials Management 91►:.I 3 EXHIBIT 1 ORDINANCE NO. 2013 -169 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH DUNAWAY ASSOCIATES, L.P. FOR DESIGN SERVICES FOR THE NEW MULTIPLE -USE FIELD IMPROVEMENTS AT NORTH LAKES PARK, AND PROVIDING FOR AN EFFECTIVE DATE (FILE 5273— DESIGN OF MULTIPLE - USE FIELDS AT NORTH LAKES PARK AWARDED TO DUNAWAY ASSOCIATES, L.P. IN THE AMOUNT OF $145,170). WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Dunaway Associates, L.P., to provide design services for the multiple -use field improvements at North Lakes Parks, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5273 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of adza, '2013. EXHIBIT 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: l APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY EXHIBIT 1 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER T IS AGREEMENT is made and entered into as of the 9�� day of 2013, by and between the City of Denton, Texas, a Texas municipal corporation, witK its irincipal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Dunaway Associates, L.P., with its corporate office at 550 $ailey Ave., Suite 400, Ft. Worth, TX 76107 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In. consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION I EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, will design services for the City of Denton for new multi -use field (rugby /soccer) improvements at North Lakes Park. This scope of services includes professional landscape architectural and engineering design services. This scope of services and fee schedule is based upon a city designated construction budget of approximately $1,500,000. &Vaterials ManagemeatTROAContracls Documents\5000- 599915273 PSA Dunaway Assoc LPTrofessional Services Agreement 6- 6- 13.doe EXHIBIT 1 SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $145,170. 2,1.2 Progress payments for Basic Services shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: Master Plan Graphic Phase $ 9,970.00 Final Programming & Preliminary Design Phase $19,125.00 Design Development Phase $31,875.00 Final Construction Documents Phase $57,375.00 Bid Phase $ 2,550.00 Construction Phase $16,575.00 Total Basis Design Services 2.2 ADDITIONAL SERVICES 2.2.1 Compensation for Additional Services is as follows: SWPP Reimbursable Expenses (Not -To- Exceed) Total Fee (Not -to- Exceed) $137,470.00 $ 3,000.00 $ 4,700.00 $145,170.00 2.2.2 Compensation, for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.0 times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $4,700. SANIaterials ManagcmcnAPRMContracts Docuntents\5000- 599915273 PSA Dunaway Assoc LPTrofessional Services Agreement 6- 6- 13.doc EXHIBIT 1 SECTION 3 ENTIRE AGREE, MI ENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to Agreement for Architectural or Engineering Services. 2. Attachment A - The Design Professional's Proposal 3. Attachment B - Estimated Project Schedule 4. Attachment C — Conflict of Interest Questionnaire (FORi\4 CIQ) This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON BY: �--- GEO GE C. CAMPBELL CITY MANAGER ATTEST: JE ER WALTERS, a SECRETARY BY: APP VED TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: DESIGN f a BY:�1 J� v • , Firm's Office -- epresentative (Signature) S :Waterials Management\PRMContracts Documenis \5000 -5999 \5273 PSA.Dunaway Assoc LPTrofessional Services Agreement 6- 6- 13.doc EXHIBIT 1 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCIIITECI'URAL OR ENGINEERING SERVICES ARTICLE L ARCIIITEGT OR ENGINEER'S ItESPONS1BILiTIES 1,1 The Architect or Engineer's services consist of those services for tile Project (as defuncd in die agreement (die "Agreement ") and proposal (the "Proposal ") to which these General Conditions are attached) performed by the Architect or Engineer (hereinaller called the "Design Professional') or Design Professional's employees mid consultants as enumerated ht Atiicles 2 mid 3 of these General Conditions as modified by the Agreement mid Proposal (the "Services"). 1.2 The Design Professional will perform all Services as all independent contractor to die prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the sane profession currently practicing hr the smile locality under similar conditions, including reasonable, informed judgments and prompt timely actions (die "Degree of Cane"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for die orderly progress ofthe Project. Upon request of the Owmr, the Design Professional shall submit for the Ownners approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for die Owners review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule mid approved by the Owner shall not, except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties. ARTICLE 2 SCOPE OF BASIC SERVICES 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described ut Sections 2.2 through 2.6 of these General Conditions and include without limitation nornml slnhctural, civil, mechanical and electrical engineering services and any otter engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Smion 2.4. The Basic Services irony be modified by the Agreemient. 2.2 SCHEDIATIC DESIGN PIMSE 2,2.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs mid to establish the requirements for file Project. 2.2,2 The Design Professional shall provide a preliminary evaluation of the Owners program, construction schedule and construction budget requirements, each in terms ofthc other, subject to (lie limitations setforth hi Subsection 5.2.1. 2.23 The Design Professional shall review with the Owner alternative approaches to design mid construction ofthe Project. 2.2.4 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and otter documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2,15 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs mid which indicates the cost of each category of work involved in constructing the Project mid establishes an elapsed time factor for the period of time from due commencement to the completion of construction. 2.3 DESIGN DEVELOPd1E\" MASE 2.3,1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix mid describe the size and character of die Project as to architectural, structural, mechanical and electrical systems, materials mid such other elements as may be appropriate, which shall comply with all applicable law's, statutes, ordinances, codes and regulations. Notwithstanding Owners approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the purposes ofthe Project. 2.3.2 The Design Professional shall advise die Owner of any adjustments to the preliminary estimate of Constriction Cost in a further Detailed Statement as described in Section 2,2.5. 2.4 CONSTRUCTION DOMIF.NTS PHASE 2,4,1 Based on the approved Design Development Documents and any further adjustments in die scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professionat shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements for the construction ofthe Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design Professional shall assist the Owner ht the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions ofthe contract, and the form of Agreement between the Owner and contractor, 2.4.3 The Design Professional shall advise (be Owner of arty adjustments to previous preliminary estimates of Construclion Cost indicated by changes in requirements or general market conditions, 2.4.4 The Design Professional shall assist the Owner in connection with the Ow,nees responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCURE MENT 2,5,1 The Design Professional, following tie Owners approval of the Constriction Documents and of the latest preliminary detailed estimate of Constriction Cost, shall assist die Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without limitation, die competitive sealed bidding process. Although the Owner will consider the advice ofthe Design Professional, die award of the construction contract is in the sole discretion offlid Owner. S:llbfaterials lvtartagenientlPRCI11Contracts Documents15000- 5999\5273 PSA Dunaway Assoc MProfessionai Services kgreenient 6- 6- 13.doc 4 EXHIBIT 1 2.5.2 If the construction contract amount for the Project exceeds the total construction cost of the Project as set forth in the approved Detailed Statement of probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost grid expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement of Probable Construction Costs. 2.6 CONSTRUCTIONPHASE- ADiiTMSTRATIONOFTHECONSMUCI 'IONCONTRACT' 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award ofthc Contract for Construction and terminates at the issuance to die Owner of the final Certificate forPaymnent, unless extended under die terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Construction as set forth below. For design professiornalss the administration shall also be in accordance with AIA document x1201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Constriction by the North Central Texas Council of Governments, current as of the date ofthe Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of audhority of the Design Professional shall not be restricted, modified or extended without written agreement of the Owner and Design Professional, 2.6.1 The Design Professional shall be a representative of and shall advise and consult wits the Oimer (1) during construction, mid (2) at the Owners direction from time to time during due correction, or warranty period described ht the Contract for Construction, The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, mid as reasonably necessary while construction is not in progress, to become familiar with die progress and quality of die work completed and to determine if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. Design Professional shall provide Owner it written report subsequent to each on -site visit. On the basis of on -site observations the Design Professional shall keep the Owner informed of the progress mid quality of the wort:, and shall exercise the Degree of Care mid diligence in discovering and promptly reporting to the Owner any obscrvunble detects or deficiencies in die work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in perfomming all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Oineu's approval, acceptance, use of or paymhcnt for all or any pan of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or (lie Owners rights hereunder, 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or failure to carry out die work in accordance ivith die Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of die Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of die work. 2.6.7 The Design Professional shut[ at all fumes have access to the work wherever it is in preparation or progress. 2.6.8 lxcept as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner mid Contractor shall communicate through the Design Professional. Communications by and with the Design Professional's consultants site][ be through die Design Professional, 2.6.9 Based on die Design Professional's observations at die site of the work acid evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due due Contractor, 2.6,14 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional's observations at the site as provided in Subsection 2.6.5 and on tie data comprising the Contractor's Application for Payment, dint the work has progressed to the point indicated and that die quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design. Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that die Design Professional has (1) reviewed construction means, methods, techniques, sequences orprocedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2,6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have audnority to require additional inspection or testing of the work in accordance with tine provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority Mile Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of die Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of die work. 2,6.12 The Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for die purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) detemtinirng whether or not file work, when completed, will be in compliance with die requirements of die Contract Documents. The Design Professional shall act with such reasonable promptness to cage no delay in the work or in the construction of die Owner or of separate contractors, while allowing sufficient time in the Design Professional's professionai judgment to permit adequate review. Review of such submittals is not conducted for the purpose ofdetenmining the accuracy and completeness of other details such as dimensions mid quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain die responsibility of the Contractor to the extent required by the Contract Documents. Tile Design Professional's review small not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction moans, methods, techniques, sequences or procedures, The Design Professional's approval of a specific item shall not indicate approval offal assembly of which the item is a component. when professional certification of perforrmonce characteristics of materials, systems or equipment is required by die Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet tie perfornance criteria required by die Contract Documents. S:llvlaterials 1vlanagemcn0RCIAConlracts Documents15000- 599915273 PSA Dunaway Assoc MProfessional Services Agreement 6- 6- 13,doc EXHIBIT 1 2,6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by rite Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in (lie work not involving an adjustment in the Contract Sunn or air extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 On behalf of (lie Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Subsim)lial and Final Completion. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements ofthe Contract Documents. 2,6.15 The Design Professional shall interpret mid provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6,16 Interpretations and decisions ofthe Design Professional shall be consistent with the intent of and reasonably inferable from The Contract Documents and shall be in writing or fit the fomn of drawings. When malting such interpretations and initial decisions, the Design Professional shall endeavor to secure faithfid performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith fit accordance with all the provisions of this Agreement mid in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable limo on all claims, disputes or other matters in question between the Owner mid Contractor relating to the execution or progress of due work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by die Owner of arty fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SER'V'ICES 3.1 GENERAL 3.1,1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, mid they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Orwier. Tf services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify the Owner in writing and shall not commence such additional services until it receives written approval front the Owner to proceed. Ifthe Owner indicates in writing that all or part ofsuch Contingent Additional Services are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRF.SFNL TATION RFYOND BASIC SER'V'ICES 3.2.1 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on -site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, mid the Design Professional shall be compensated therefor as agreed by the Owner mid Design Professional. 33 COiVTILNGENTADDITIONALSERI'ICES 3.3.1 Nlaking material revisions in Drawings, Specifications or other documents when such revisions are; 1. inconsistent with approvals or instructions previously given by the Oivner, including revisions made necessary by adjustments in the Owners program or Project budget; 2. required by the enactment or revision of codes, laws or regulations subsequent to the preparation ofsuch documents, or 3. due toclianges required as a resultofthe Owner's failareto render decision in atinmely manner. 3.3.2 Providing services required because of significant changes in the Project including, but not ]united to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2. 3.33 Preparing Drawings, Specitcations and other documentation mid supporting data, mid providing other services in connection with Change Orders and Construction Change Directives. 3.34 Providing consultation concerning replacement of work damaged by fire or ogler cause during construction, and firmishing services required in connection with the replacement of such work. 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in.the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3,16 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the work. 33.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. MMaterials ManagemerMPRCIAContracts Docunients15000- 599915273 PSA Dunaway Assoc LMProfessional Services Agreement 6- 6- 13.doc EXHIBIT 1 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids orproviding services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 33.9 Notwithstanding anything contained in die Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission of the Design Professional shall be perfommed by the Design Professional as a part ofthe Basic Services under the Agreement with no additional compensation above and beyond the compensation due Cie Design Professional for the Basic Services. The intervening or concurrent negligence of die Owner shall not limit the Design Professional's obligations tinder this Subsection 3.3.9. 3A OPT1ONALADDITIONALSERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies ofprospective sites. 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others ]raving jurisdiction over (lie Project. 3.4.4 Providing services relative to fature facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of constriction performed by separate contractors or by the Owner's own forces and coordination of servlccs required in connection with Conslnuction performed and equipment supplied by the Owner. 3.4.8 Providing detailed qumatity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 tblaking investigations, inventories of materials or equipment, or valuations and detailed appraisals ofexislitig facilities. 3.4.12 Providing assistance ft the utilization of equipment or systems such as testing, adjusting turd balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4,13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of finmit re, furnishings and related equipment. 3.4.14 Providing services other thtun as provided in Section 2.6.4, alter issuance to tie Owner of tie final Certificate for Payment and expiration of the Warranty period ofthe Contract for Constmction. 3.4.15 Providing services ofconsultants for other than architectural, civil, stniclural, mechanical and electrical engineering portions of the Project provided as apart of Basic Services. 3.4.16 Providing any other services not otherwise included in dais Agreement or not customarily famished in accordance with generally accepted architectural practice. 3A.17 Preparing a set of reproducible record drawings in addition to Close required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked -rap prints, drawings and other data famished by the Contractor to Cie Design Professional. 3A.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to die negligent actor omission of the Design Professional shall be performed by the Design Professional as apart ofthe Basic Services under the Agreement with no additional compensation above road beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence ofthe Owner shalt not limit die Design Professional's obligations under this Subsection 3.4.18. ARTICLE4 OWNER'SRESPOYS1BIi1'1'ILS 4,1 The Owner shall consult with die Design Professional regarding requirements for the Projed, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more spcci- frcally described in Subsection 2.2.1. 4.2 The Owner shall establish and update an overall budget for the Project, including the Constmction Cost, rite Owner's other costs acrd reasonable contingencies related to all of these costs. 43 If requested by the. Design Professional, the Owner shall f imish evidence that financial arrangements have been made to fiilfill the Owner's obligations under this Agreement. 4A The Owner shall designate a representative authorized to act on the Ownc's behalf with respect to the Project. The Otivner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in die orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteri stics, legal limitations and utility locations for the site ofthe Project, and a written legal description of the site. The surveys and legal hnformation shalt include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroaclunents, zoning, deed restrictions, boundaries aid contours of tie site; locations, SNVIateriats ManagemenAPRCMContracts Documcnls15000- 599915273 PSA Dunaway Assoc LP1Professional Services Agreement 6- 6- 13.doc EXHIBIT 1 dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on tine survey shall be referenced to a project benchmark-. 4,6 Where applicable, the Owner shall Rmhish the services of geotechnical engineers when such services are requested by the Design Professional. Such services may include but arc not limited to lest borings, test pits, detemuinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion mid re- sistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project acrd are requested by the Design PrOfe551ona1 and are [lot retained by Vie Design Professional as part of its Basic Services or Additional Services, 4.7 When not a part of the Additional Services, the Owner shall firmish structural, mechanical, chemical, air and water pollution tests, tests of lna?ardow materials, and other laboratory and euviromuental tests, inspections and reports required by law or the Contract Documents. 4.8 Tlme Owner shall furnish all legal, accounting raid insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Paynnent or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of Vie Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be Rimished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy acid completeness thereof in flue absence of any negligence on the part of the Design Professional, 4.10 The Owner shall give prompt written notice to the Design Professional if die Owner becomes aware of any fault or defect in Ile Project or nonconformance with the Contract Documents, 4.11 Design Professional shall propose language for certificates or certifications to be requested of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement, ARTICLE 5 CONSTRUCTION COST 5,1 CONSTRUCTION COST DEFINED 5.1.1 The Constriction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by theDesign Professional. 5.1,2 The Construction Cost shalt include tho cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. in addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding turd for changes in flip work during constniction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs of the land, rights -of -way; financing or other costs which are tie responsibility of the Owner as provided in Article 4. 5,2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of Vie Owner's Project budget preliminary esthhmates of Construction Cost and detailed estimates of Construction Cost prepared by the Design Professional represent lire Design Professional's best judgnncnt as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of detcmtining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Constriction Cost or evaluation prepared or agreed to by the Design Professional, 5.2,2 No fixed limit of Coiistrurction Cost shall be established as a condition of the Agreement by the firmishi ng, proposal or establishment of a Project budget, unless such fixed limit has been agreed upon Iii writing and signed by the parties thereto, ifsuch a fixed limit has been established, the Design Professional shall be permitted to include con(ingertoies for design, bidding and price escalation, to determine what materials, equipment, component systems and tykes of constriction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Projcct and to include in the Contract Documents alternate bids to adjust the Construction Cost to Ile fixed limit. Fixed limits, Warty, shall be increased in tie amount of an increase h. the Contract Sun. occurring after execution of the Contract for Construction. 5.2,3 If the Procurement Phase has not commenced within 90 days after the Design. Professional submits the Construction Documents to Ole Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in Ore general level of prices in the constriction industry between the date of submission of the Construction Documents to One Owner and time date on which proposals are sought. ARTICLE 6 OWNERSHIP AND USE OF DOCI)TWNTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of Vie Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Stich documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. Tn the event die Owner hises any of tie Information or materials developed pursuant to the Agreement in another project or for other purposes than are specified In the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution ofdocuments to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE I TERMINAT1ON, SUSPENSION OR AHANDOr m IEi`TI' 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perfomh in accordance with the terms of the Agreement through no fault of the Design Professional, Owncr may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional, All work and labor being perfornhed under the Agreement shall cease immediately upon Design Professional's receipt of such S.Wfaterials NlanagcmerttlPRCHIContracts Documents15000- 599915273 PSADunawayAssoc LI'Trofessional Services Agreement 6- 6- 13.doc 8 EXHIBIT 1 notice. Before the end of the thirty (30) day period, Design Professional shall invoice the Owner for all work, it satisfactorily perfon» ed priorto the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to lire Project shall become property ofthe thinner upon termination ofthe Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption ofthe Design Professional's services. 7.3 The Agreement may be terminated by the Owner upon not less limn seven days written notice to the Design Professional in the event that the Project is permanently abandoned. Ifthe Project is abandoncd by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure ofthe Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non - perfor ianee and cause for termination. 7,5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event of terminalion not the fault of lie Design Professional, the Design Professional shall be compensated for services properly mid satisfactorily perfommed prior to termination. ARTICLES PA MEMI S TO THE DESIGN PROFESSIONAL 8,1 DIRECT PERSOi NTL LIPENSE 8.1,1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes mid other statutory employee benclits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIL)MURSABLE E\TFNSES 8.2.1 Reimbursable Expenses arc in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest of tho Project, as identified in the following Closes. 8,2.1.1 Expense of transportation in connection with the Project; expenses in connection with authorized out -of -town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications mid other documents. 8,2,1,3 If authorized in advance by the Owner, expense ofoverlimc work requiring higher than regular rates. 8.11.4 Expense of renderings, models mid mock -ups requested by the Owner, 8.2,1.5 Expense of computer -aided design and drafting equipment time when used in connection with the Project. 8,2.1.6 Other expenses that are approved in advance hm writing by the Owalef, 83 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly mud, where applicable, shall be in proportion to services performed within each phase of service, on the basis set fortli in Section 2 of the Agreement and the schedule of work. 8.3.2 Ifand tothe extent that the time initially established in the Agreement is exceeded or extended througin no £atilt ofthe Design Professional, compensation for any services rendered during die additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 83.3 Mien compensation is based on a percentage of Construction Cost and miy portions of the Project are deleted or otherwise not constructed, compensation for those portions ofthe Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 ofthe Agreement based on (1) the lowest bona fade bid or (2) if mo such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions ofthe Project. 8.4 PAYiNTENTS ON ACCOUNT OFADDITIONAL SERVICES 8.4.1 Payments on account of the Design Professional's Additional Services mid for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner ofthe Design Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS Wl'I'IIHF,LD No deductions shall be made fronn the Design Professional's compensation on account of penalty, liquidated dmnages or other sums withheld from payments to contractors, or on account ofthe cost of changes in the work other than those for which the Design Professional is responsible. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after (lie date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is Inter. ARTICLE 9 INDEifINTTY S:VYtaterials lvl8n8gement\PRC1RContracts Documents15000- 599915273 PSADunaway Assoc LPTrofessional Services Agreement 6- 6.13.doc EXHIBIT 1 9,1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against mmy and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement, 9,2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved, ARTICLE 10 iNSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with tun insurance compmny licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits ofnot less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than 5500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish hnsuratnce certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior -,vritten notice to Owner and Design Professional, In such event, the Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10, ARTICLE II MISCELI,AhNEOUSPROVISIONS 11,1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to die other patty to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced ht Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably hamnonized, such documents shall be given priority in the following order: The executed Agreement 2. Attaclunethts referenced in Section 3 of the Agreement ofler than the Proposal 3, These General Provisions 4, The Proposal 11,4 Nothing contained in the Agreement shall crente a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design Professional. 11,5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design ofthe Project, including photographs of the exterior and interior, among die Design Professional's promotional and professional materials. The Design Professional's materials shall not include die Owners confidential or proprietary information if the Owner has previously advised the Design Professional in writing of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional nmaterials for die Project. 11.6 Approval by the Owner shall not constitute, nor be deemed a release of the responsibility mud liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be. personally delivered or mailed to Alto respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless othenvise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing, 11.8 If any provision of the Agreement is found or dcenned by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable, hi such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11,9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hercunder as they may now read or hereinafter be amended during the term of this Agreement. SMYlaterials lvlanagemcntlPRCMContracts Docunments15000- 599915273 PSA Dunaway Assoc LP1Professional Services Agreement 6- 6- 13.doc 10 EXHIBIT 1 11.16 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11,11 The captions ofthe Agreement are for informational purposes only, and shall not in any ivay affect the substantive terns or conditions of the Agreement. SNvIaterials NlanagenrerMPRCMContracts Documents \5000 - 599915273 PSADunaway Assoc LP\Professional Services Agreement 6- 6- 13.doe 11 EXHIBIT 1 Attachment A PROPOSAL FOR PROT ±ESSTONAL SERVICES VOR NORTU LAKES PARK MULTI -USE FIR LDS Dentnn, TetaS April 10, 2013 I. PROJECT DESCRIPTION Dunaway Associates, L,P. ( "Dunaway ") will perform professional design services for the City of Denton ( "Oily ") for newn -wid -use field (mgby /soccer) improvements at North Lakes Park ( "Park "). This scope of services includes professional landscape architectural and engineering design services. Dunawq has prepared this proposal based upon a meeting with City staff in which staff outlined the goals and primary program items -for the project, as lsell as a follow -up phone conversation with. staff oii October 22, 2012, This scope of services and fee schedule is based is based i1pon a City-designated construction budget of approximately $1,500,000 as identified by the City doring the ineeting. U. SCOPE OF SERVICES A. 'MASTER PLAN G1ZAP141C I . The City will provide runaway the new survey information frolli the recent on- site survey(s). The City will also provide Du3naway any additional information required to perAmn this Scope of Services for on -site and off -site conditions Including, but not limited to: aerial photographs; above and below ground militiesF Easements; property lines; building locations and layouts; roadways and parking, soils/geoiechnical information; trees and vegetation; lairdscaping and irrigation systems; sports fields and lighting, proposed park improven3erits and drawings.- drainage information, etc, Based upon. the new survey and additional information provided by the City, Dunaway will prepare.fln existing conditions base map for the entire Park. - 2. Dunaway will attend one (1) meetuig with City representatives to discuss all the City's anticipated future park elements within the entire Park. Thesa will be identif ed in simple graphic symbols and notes to communicate the total park program, bltt not in any detailed fashion as though these elenteuts have been designed yet. 12 EXHIBIT 1 3. Based upon the City's overall Park program notes from die meeting, .Dunaway «gill prepare a preliininaty color Master Plan graphic to represent the City's goals. 4. Dmiaway will subinit the preliminary Master Plan graphic to the City for review comments. The City will provide, in writing. all comments and revisions requested for the Master Plan graphic. 5. Based upon the City's written comments, Dunaway will prepare a final Master Plan graphic for the Park. B. FINAL PROGRAMMUNG d'.: PRLLIM1NARY DESIGN 1. Dunaway will attend one (1) meeting with City representatives to discuss and confirni the proposed development program for the Park. This meeting will also confirm the final budget atlocation by the City for the construction of the new Park improvements. 2. Dunaway will prepare Preliminary Design Plates for the proposed Park improvements. The Plans will be based upon the City approved program items and approximate construction budget of $1,500,000. 3. Based upon the Preliminary Design Plans, Dunaway will prepare a preliminary cost estimate for the proposed improvements. 4. Dunaway will attend one (1) meeting with City representatives to review the Preliminary Design Plates and preliminary cost estimate to confirm the overall design and obtain City approval before proceeding into the Design Development phase of wo& if the City chooses to increase the program and construction budget, Dunaway will review with the City the required additional fees necessary to cover the increase in scope. of work. Dunaway will not proceed into the Design Development phase until the tinaI program and budget allocations have been approved in writing by the City. 5. Dunaway will assist City representatives by attending one (1) Public Meeting to present the Preliminary Design Plan for the proposed park development. City staff will be responsible for recruiting and advertising the Public. Meeting. 13 EXHIBIT 1 C. DESIGN I)EVELOPME -NT 1. Based upon approval of the Preliminary Design Plans from the City; Dunaway will prepare Design Devclopniont drawings for the proposed Park improvements. The Design Development drmyings will be prepared at an approximate 50% level of completion of Construction Documents. 2. The City will provide to Dunaway all front end documents, contracts, insurance requirements, general conditions, etc, for use by Dunaway in preparing the specifications and contract documents. Dunaway -will prepare a preliminary Table of Contents for the specifications and contract documents. Dunaway will submit the Design Development drawings and Table of Contents for the specifications and contract documents to the City for review and approval. S. Dunaway will attend one (1) meeting with City representatives to review the Design Development submittal. Tftc City will provide, in writing to Dunaway, all revie-Av comments for the Design Development submittal. Dunaway will obtain these coniments and approval from the City prior to proceeding into the final construction documents. D. FINAL CONSTRUCTION DOCUMENTS Based upon approval from the City for the Design Development submittal, Dunaway will prepare final Construction Documents at an. approximate 95% level of Completion. The Construction Documents Will be comprised of both the drawings and the specifications and contract documents book. Based upon the 95% Construction Docinneuts, Dunaway will prepare a final cost estimate for all the proposed Park improvements. S. Dunaway �N711 submit the 95% Construction Documents and cost estimate to the City for final review and comments. The City will provide Dunaway final, xwitten continents for all revisions requested to the Final Construction Documents. 14 EXHIBIT 1 4. Dunaway will attend. one (1) meeting with City representatives to review the 95% Construction Documents submittal. At this meeting, die-City will provide final written comments for the 95% Construction Document submittal. 5. Based upon final written coninjents from the City for the 95% Construction Documents, Duna"my 'wil l prepare final 100% Construction Documents for the City to utilize in publicly bidding the project. 6. Dunaway will submit the final. Construction Documents to the Texas Department of Licensing and Regulation (independent reviewer) for the State required accessibility review. Any administrative or tiling fee costs associated with the review will be the responsibility of the City and will be payable as a Reimbursable Expense. E. 131D 1'l -IASE 1. Dunaway will attend a pre -bid meeting with City representatives and the potential bidders. 2. Dunaway will assist the City in preparing addenduni(s), if required, during the bid phase. 3. Dunaway will assist ille City in reviewing the contractor's birds and providing a recommendation to the City for award of contract. F. CONSTRUCTJON PHASE Dunaway will assist the City by attending a maximum of four (4) progress . meetings during construction to observe completion of work by the Contractor. Should the number of required meetings increase, such time can be provided by . Dunaway as an additional service as requested and approved by the City in writing. The City will be responsible for the day4o -day administration of the construction contract. 2. Dunaway will prepare a ,«•itten Field Report for each meeting attended during the construction of the project. Dunaway will process submittal and shop drawing reviews as submMed by the general contractor during the construction process. Pay applications nnay also be 15 EXHIBIT 1 reviewed by Dunaway and will then be forwarded to the City with appropriate recommendation. d. Dunaway Nvill assist the City in attending one (1) final project wall- through Nvith the general contractor and his subcontractors to review the completion of work. Dunaway will provide written comments to the City for the City to utilize in preparing a final "punch list" for work to be completed by the contractor. 0. STORMWATER POLLUTION PREVLNTION PLAN (SWPPP) In conjunction with the completion of the Final Construction Documents, Duna,,vay will prepare a Storm Water Pollution Prevention Plan (SWPPP) for lie proposed site development. 16 EXHIBIT 1 III.BA.SIS OT COMPENSATION Dunaway Associates, L.P. proposes to provide the above- described scope of services for a Not to Exceed fee of $145,170.00 and will be as follows: A. Master Plan Graphic $9,970.00 B. final Programming & Preliminary Desigtl $19,125.00 C. Design Development $31,875.00 D. final Construe-lion Documents $57,375.00 E. Bid Phase $2,550.00 F. Constriction Phase $16,575.00 Total Basic Design Services $137,470.00 G. S WPPP 53.000.00 Reimbursable Expenses (Not -to- Exceed) $4,700.00 Total Fee (Not -to- Exceed) $145,170,00 Reimbursable Expenses will be additional to the Basic Design Services cost. These expenses include, but may not be limited to such items as: reproduction casts, computer plotting, printing, mounting, travel/mileage, travel/tolls, copies, photography, meals, couriers /deliveries, etc. Reimbursable expenses will be paid for at cost tines a 1.10 multiplier. IV. ADD1'1'IONAL SERVICES Additional services, not included in this Scope of Services, will be negotiated with the City as necessary. Compensation will be based upon either a mutually agreed lump suns fee or on an hourly basis. Items which would be considered Additional Services could include: boundary or topographic surveying, design- of additional program items beyond what has been identified by the City for the Park improvements, alternate bid items, additional 17 EXHIBIT 1 meetings -with City staff and /or presentations. to other groups, additional site visits during construction activity, etc. V. ASSUMPTIONS A. The City has designated a construction budget of approximately $1,500,000 for the Park, improvements. Shouttl this construction budget increase, or should the City request a substantial iutmber of alternate bid items be included in the construction document package, Dunaway and the City will reevaluate this Scope of Services and determine the basis of compensation in accordance -,vtth revisions to the design services. B, This Scope of Services is based upon the following prograun summary as identified by the City in a meeting with Dunaway on March 7, 2012, as well as follow -tip phone conversation on March 30: * Park .Road (excluding the new intersection at US 77 which is currently being designed by another consultant) * Parking Lot o Four (d-) nigby size multi- purpose fields (lighted, irrigated, fenced) o Site utilities for new fields Site utility extensions /provisions for future Restroom Building (no design services for Restrootn Building wvithin this scope of services) C. The City is planning to reuse the old County bridge within the new park improvements. The City wilt be. responsible for having the existing bridge evaluated f'or suitability of reuse, as wvcll as obtaining engineering recolamendations for refurbishment, repair, and installation within the new park improvements. D. The City will provide as expeditiously as possible all base inforil ation, which it currently has in its possession, necessary to complete this Scope of Services described herein. This Scope of Services does not include any topographic or boundary survey work. Should additional information be needed by Dunaway, the City will provide this information to Dunaway. ALL INFORMATION PROVIDF-..D BY THE CrrY IS ASSE1Mr'D TO BE ACCURATE AND COMPLETE, unless indicated otherwise by the City. Any information required to complete this Scope. of Services that cannot be readily provided by the City will reivaiu the responsibility of the City. All such 18 EXHIBIT 1 information shall be provided to Dunaway and any costs associated with acquisition of information will be borne by the City, E, The City will contract separately for geotechnical services as required for the project. F. This Scope of Services does not include water agency permitting related to the following agencies: U.S. Army Corps of Engineers 404 Permitting; Federal Emergency Management Agency (FEMA) map revision preparation and processing; Texas Commission on Environmental Quality (TCEQ) permits or applications. Any services for these would be considered additional services, G. This Scope of Services does not include any services associated with preparing an Environmental Impact Statement (EIS) or Environmental Assessmew (EA), H. No public meetings and/or presentations will be provided within this Scope of Services. No special presentation exhibits, 3D graphics, or animations for rnarlceting/media purposes will be provided within this Scope of Services, 1. The City will pay for all required goverrunental processing fees, public notice advertising costs, and printing of bid documents /plans for bidding, J. It is anticipated that the Park design xvill be prepared as one bid package. If additional bid packages are required by the City for phasing breakouts or different areas of work, Dunaway will reevaluate this Scope of Services to address additional fees not covered in this Scope of Services. V1. COST ESTIMATES An y cost estunates provided by Dunativay will be on a basis of experience and judgment, but since it has no control over market conditions of bidding procedures, Dunaway cannot warrant that bids or ultimate construction costs will not vary from these cost estimates, however, Dunaway acknowledges that (lie City is relying on the cost estimates provided by Dunaway and expects minimal variation from the cost estimates provided. 19 EXHIBIT 1 Philip Necicy, ASLA Page 1 of 1 riur-b c�,:(.,::i u� I„ �:, Et.'IcTr_:Y• t_r-in AL,ml 1.Ic Ui4vF.invs f. +3s {. +3('_yG�i�� U( 4Gu 1ti::}V}' -k% iiCAfc�A P-II+la(kd,i f—i, u. LA.., ri!dimd oGT,s +i ,nxl t h}Lm:,:�S�: �rr•a a ?fi4 }RFJregl�;li. .''..LAi r i's:�F.;r:,r,,il> -�; , ar ,z Jka•4:y. 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Master Plan graphic July 31, 2013 B, Final Programming & Preliminary Design I August 16, 2013 * City responsible for setting up Public Meeting in August C. Design Development September 30, 2013 * City review of DD submittal & meeting with Dunaway Sept. 30 -- Oct. 11 D. Final Construction Documents November 26, 2013 * City review of CD submittal & meeting with Dunaway Nov. 26 — Dec, 13 E. Bid Phase Dec. '13 — Jan. 114 * City responsible for bid phase schedule, bid opening, award of contract, etc, F. Construction Phase Feb. -- October 2014 * City responsible for day -to -day administration of the construction contract FAi i i EXHIBIT 1 ATTACHMENT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO 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 Dale 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. I-1 Check this box if you are filing an update to a previously flied questionnaire. LJ (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7'h business day after the date the originally filed questionnaire becomes Incomplete or Inaccurate.) 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, S, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code, Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment Income, from the filer of the questionnaire? 0 Yes 0 No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes 0 No D. Describe each affiliation or business relationship. Signature of person doing business with the governmental entity Date &VIAnterials Nlanagement\PRMContrncts Documents\5000.5999 \5273 PSA Dunaway Assoc LP\Profcssional Services Agreement 6- 6- 13,doc 22 EXHIBIT 2 ORDINANCE NO. 2015- AN ORDINANCE OF THE CITY OF DENTON TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE THE "SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT" FOR FURTHER DESIGN AND ENGINEERING SERVICES RELATED TO PHASE II OF THE MULTIPLE -USE FIELD IMPROVEMENTS AT NORTH LAKES PARK; AUTHORIZING THE EXPENDITURE OF ADDITIONAL FUNDS THEREFOR IN AN AMOUNT NOT -TO- EXCEED $122,500; PROVIDING AN EFFECTIVE DATE (FILE 5273 — AWARDED TO DUNAWAY ASSOCIATES, L.P. AGGREGATING AN AMOUNT NOT -TO- EXCEED $303,670). WHEREAS, on July 9, 2013, the City awarded a Professional Services Agreement for Architect or Engineering Services (hereafter the "Agreement ") to Dunaway Associates, L.P., Denton, Texas, in the amount of $145,170 for professional engineering services regarding Phase I of the design of the four multipurpose athletic fields at North Lakes Park including grading, storm water drainage, utilities, and parking; said Agreement was approved by the City Manager in accordance with his delegated authority; and WHEREAS, on August 19, 2014, the Purchasing Manager approved an amended Professional Services Agreement for Architect or Engineer to Dunaway Associates, L.P. (hereafter the "First Amendment ") in the further amount of $36,000 aggregating a not -to- exceed amount of $181,170 for additional services including floodplain analysis, the establishment of a Conditional Letter of Map Revision, and a Floodplain Development permit to allow improvements to be made in lower lying areas of North Lakes Park; and WHEREAS, there appears to the Council that further professional services must be completed in order to design Phase 11 of the North Lakes Park project; and the City Manager having recommended to the Council that the "Second Amendment to Professional Services Agreement with Dunaway Associates, L.P." (hereafter the "Second Amendment ") be authorized to amend such Agreements, with respect to the scope of work and an increase in the payment amount by $122,500; and said fees under the proposed Second Amendment are fair and reasonable, and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the provider's profession; and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into the "Second Amendment to Professional Services Agreement" with Dunaway Associates, L.P. (the "Second Amendment "), in substantially the form that is attached hereto as Exhibit "A" and incorporated herewith by reference, which increases the amount of the engagement by and between the City of Denton, Texas and Dunaway Associates, L.P., which Agreement is on file in the office of the Purchasing Agent, in the additional amount of $122,500, which amount is hereby approved; and the expenditure of funds therefor is hereby authorized in accordance with said Second Amendment. The total purchase order amount therefore increases to the amount of not -to- exceed $303,670. EXHIBIT 2 SECTION 2. The City Council of the City of Denton, Texas hereby expressly delegates the authority to expend funds and to take any actions that may be required or permitted to be performed by the City of Denton, Texas under File No. 5273, to the City Manager of the City of Denton, Texas, or his designee. SECTION 3. The recitations and statements contained in the preamble hereto are incorporated herewith as a part of this Ordinance for all purposes. SECTION 4. This ordinance shall become effective, and is hereby approved on this date. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT A THE STATE OF TEXAS § COUNTY OF DENTON § SECOND M�l1NQM1- 1'NT TO CONTRACT #5273 THIS SECOND AMENDMENT TO CONTRACT (hereafter the "Second Amendment ") to that certain Contract awarded by the City of Denton, and awarded to Dunaway Associates, L.P. (hereafter the "Agreement ") in the original not -to- exceed amount of $145,170.00, which was heretofore executed on July 9, 2013, and was approved within the delegated authority of the City of Denton City Council; and a additional not -to- exceed amount of $36,000.00 approved with a First Amendment, which was heretofore approved on August 19, 2014 for a total not to exceed amount of $181,170.00; and said Agreement was heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY "); and the Dunaway Associates, L.P. (hereafter "DUNAWAY ") with its offices at 550 Bailey Ave, Suite 400, Ft. Worth, Texas 76107; and Contract 5273 provided for DUNAWAY to provide professional landscape architectural and engineering design services for the new multiple use field improvements at North Lake Parks. The service also included design of a storm water pollution prevention plan. The First Amendment was initiated due to the City of Denton Engineering Department recommended changes to the original design that include redesigning the park entrance. This required additional surveying and the preparation of a Floodplain Analysis and CLOMR; and the CITY deemed it necessary to further expand the services by DUNAWAY to the CITY, and to provide an additional not -to- exceed amount of $36,000.00, for an aggregate of $181,170.00, for the additional required services. The Second Amendment to Contract 5273 requires that Dunaway provide professional design and engineering for Phase II of the proposed G. Roland Vela Athletic Complex to be located in the northeast corner of North Lakes Park. Phase 1I will consist of a restroom and concession building, pavilion and playground, as well as structural engineering to refurbish and install two (2) Historic County Bridge(s). Services for additional scope requirements include a restroom/concession building, a pavilion, a playground, and structural engineering services for two (2) Historic County Bridge installations, for a not -to- exceed amount of $122,500.00, for an aggregate total of $303,670.00. 1 EXHIBIT A NOW THEREFORE, the CITY and DUNAWAY (hereafter collectively referred to as the "Parties "), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following: Additional Scope of Services Scope: Dunaway shall provide professional design services and engineering for the following: Addition of new park program items — Total of $110,500 (Including a Restroom/Concession Building, Pavilion, and Playground with a City designated construction budget of $1,300,000 for these program items): • Final Programming & Preliminary Design — $16,575 • Design Development - $30,940 • Final Construction Documents - $54,145 • Bid Phase - $2,210 • Construction Phase - $6,630 Structural Engineering Services — Total of $12,000 • Review two (2) existing bridges in the field (old County road bridges) — including measuring and creating existing conditions drawings of both bridges, as well as assessing the condition of the bridges, structural members, finishes, connections, etc. Develop construction documents detailing any repairs, augmentation, finishes, etc. • Develop construction documents for the proposed concrete abutments for each bridge 2 EXHIBIT A The Parties hereto agree, that except as specifically provided for by this Second Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreement and now the Second Amendment shall be, and will remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, Dunaway Associates, LP, have each executed this Second Amendment in three (3) original counterparts, by and through their respect: ve duly authorized representatives and officers on this the day of 2015. "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation IC George Campbell, City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY IN " DUNAWAY" DUNAWAY ASSOCIATES, L.P., A Texas limitAi�; . By-�j Tom Gall President City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -482, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: June 16, 2015 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute Change Order Number Three to the contract between the City of Denton and North Texas Contracting, Inc. for the US Hwy 380 Utility Relocations Project which consists of the installation of 9440 feet of water line and 6570 feet of sewer line paralleling US Hwy 380 from Bonnie Brae Street to Carroll Boulevard; providing for the expenditure of funds therefor; and providing an effective date (Bid 5190 -US Hwy 380 Utility Relocations - Change Order Number Three in the amount of $231,613.67 for a total contract award of $3,749,989.25). The Public Utilities Board recommends approval (7 -0). CHANGE ORDER INFORMATION The US Hwy 380 Utility Relocations Project consisted of the installation of approximately 3,890 linear feet of sixteen (16 -in) water line, 5,550 linear feet of twelve (12 -in) water line, 1500 linear feet of eight (8 -in) sewer line, 2,700 linear feet of eighteen (18 -in) sewer line, 930 linear feet of twenty (20 -in) sewer line, and 1,440 linear feet of twenty one (21 -in) sewer line paralleling US 380 from Bonnie Brae Street to Carroll Boulevard. North Texas Contracting, Inc. was awarded the contract for this project in the amount of $3,446,977.00 on March 19, 2013 (Ordinance No. 2013 -064). Of this amount, a total of $2,083,278.00 (Total Base Bid "A ") was funded by the Water Utility Department, and a total of $1,363,699.00 (Total Base Bid "B ") was funded by the Wastewater Utility Department. During the course of the construction contract, two change orders were necessary in order to complete the work associated with the project. Change Order No. I involved modifying the creek crossing for the 8 -inch sewer line running along the south side of US 380 just west of Malone Street to include an aerial crossing (it was known at the time of bidding that this change to the contract would be sought if possible). The total amount of Change Order No. 1 was $36,731.58, all of which was funded by the Wastewater Utility Department. Since this Change Order was less than $50,000.00, it was approved by the Purchasing Manager. Hence, the total adjusted amount of Total Base Bid "B" was $1,400,430.58. 2. Change Order No. 2 involved the installation of a 16 -inch stopple valve and a tie -in to the existing 16- inch water line in Bonnie Brae Street rather than a 16 -inch tapping sleeve and valve (this change was necessitated in order to be able to fully isolate the line in question). The total amount of Change Order City of Denton Page 1 of 3 Printed on 6/11/2015 File #: ID 15 -482, Version: 1 No. 2 was $34,667.00, all of which was funded by the Water Utility Department. Since this Change Order was less than the $50,000.00 threshold, it was approved by the Purchasing Manager. Hence, the total adjusted amount of Total Base Bid "A" was $2,117,945.00. Change Order No. 3 is attached hereto as Exhibit 1. This change order consists primarily of adjusting the individual line items in the bid to reflect the actual amounts installed for that particular item. This could be less or more than the original bid amount based on conditions in the field. The first section of the change order reflects the adjustment for actual quantities installed associated with the water portion of the original bid, or Total Base Bid "A." Only items for which the installed quantities differ from the bid quantities appear in the change order. The most significant additional cost items (more installed than called for in the original bid) were associated with additional sidewalk to be removed and replaced, additional asphalt saw cut, and additional 16 -inch waterline inside 24 -inch steel casing pipe. The most significant deletions of costs (less installed than called for in the original bid) were associated with less valving. The total net change in Total Base Bid "A" is an additional cost of $75,973.89. Therefore, the total adjusted amount for Total Base Bid "A" is $2,193,918.89. 2. The second section of the change order primarily reflects the adjustment for actual quantities installed associated with the wastewater portion of the original bid, or Total Base Bid `B." Only items for which the installed quantities differ from the bid quantities appear in the change order. The most significant additional cost items (more installed than called for in the original bid) were associated with additional removal and replacement of asphalt parking lot areas, additional removal and replacement of concrete curb and gutter, additional removal and replacement of sidewalk, additional 8 -inch sewer line, additional 18 -inch sewer line inside 24 -inch steel casing pipe by bore, and upsizing bored casing pipe from 24 -inch to 30 -inch diameter. The most significant deletion of costs (less installed than called for in the original bid) was associated with less 20 -inch sewer line inside 30 -inch steel casing pipe by bore. The total net change in Total Base Bid "B" is an additional cost of $155,639.78. Therefore, the total adjusted amount for Total Base Bid "B" is $1,556,070.36. The total amount of the change order is $231,613.67. The revised Total Bid amount for the contract is the sum of the adjusted Total Base Bid "A" and Total Base Bid "B" listed above or $3,749,989.25. This revised total bid reflects a total change order percentage to date on the project of approximately 8.8 %. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On June 8, 2015, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve Change Order Number Three in the amount of $231,613.67 for a total contract award of $3,749,989.25 to North Texas Contracting, Inc. PRINCIPAL PLACE OF BUSINESS North Texas Contracting, Inc. Keller, TX City of Denton Page 2 of 3 Printed on 6/11/2015 File #: ID 15 -482, Version: 1 ESTIMATED SCHEDULE OF PROJECT All of the work represented in the change order has been completed. The payment amount reflects additional compensation payable to the contractor for agreed upon changes and for final quantities versus estimated. FISCAL INFORMATION The water portion of Change Order No. 3 will be paid out from water capital project account 630043517.1360.40100. The wastewater portion of Change Order No. 3 will be paid from wastewater capital project account 640035545.1360.40100. EXHIBITS Exhibit l: Change Order Three Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance For information concerning this acquisition, contact: Frank Payne at 348 -8946. City of Denton Page 3 of 3 Printed on 6/11/2015 EXHIBIT 1 CITY OF DENTON CHANGE ORDER 1, Division (Department) 2. Purchase Order No. 3. Change Order No. Engineering 162777 3 4. Name of Project 5. Project Acct No. 6. Date Prepared US 380 Utility Relocations 630043517.1360.40100 5/11/2015 640035545.1360.40100 7. Name and Address of Contractor North Texas Contracting, Inc. 4999 Keller Haslet Road Fort Worth, Texas 76244 8, Description of Work included in Contract Installation of water line relocations associated with US 380 Utility Relocations project. 9 Changes ordered and reason ordered Final contract quantities versus bid quantities. 10. Water Bid Item No Original Estimated Contract Unit Revised Estimate Negotiated C.O. Original Estimated Revised Estimated Contract Changes quantity Price Quantity Unit Price Cost Cost Excavation 107.19.3 6926 $1.00 8564.23 N/A $6,926.00 $8,564.23 Protection Temp Erosion Ctrl, Sed. and 201 9310 $2.00 9577 N/A $18,620.00 $19,154.00 Water Poll. Control Rem & Repl Asphalt Parking 302 -A 765 $75.00 751.08 $57,375.00 $56,331.00 Lot PN/A Rem & Repl Asphalt 302 -B 880 $75.00 1262.92 $66,0 00.00 $94,719.00 Pavement Rem & Repl Concrete Parking 303 -A 339 $95.00 415.25 N/A $32,205.00 $39,448.75 Lot Rem & Repl Concrete 303 -B 80 $95.00 71.03 N/A $7,600.00 $6,747.85 Pavement i Rem Concrete 305.1 -A 370 $15.00 N/A 5,550.00 $6,821.70 Curb & Gutter Replace Concrete 305.1 -B 370 $20.00 L454.78 N/A F$7,400.00 $9,095.60 Curb &Gutter Rem & Repl Concrete 305.2 -A 120 $110.00 301.44 N/A $13,200.00 $33,158.40 Sidewalk Rem & Repl Concrete Drive 305.2 -13 20 $110.00 78 N/A $2,200.00 $8,580.00 Approach Asphalt Saw Cut 402.3 -A 5332 $2.00 12810.03 N/A $10,664.00 $25,620.06 Concrete Saw 402.3 -B 1727 $4.00 1724.25 N/A $6,908.00 $6,897.00 Cut 12" C -900 PVC Water Line OC 501.14 -B 2346 $120.00 2354 N/A $281,520.00 $282,480.00 (Paved) Page 1 of 5 EXHIBIT 1 16" WL 24 "X0.5" W05 65 $410.00 70.23 N/A $26,650.00 $28,794.30 STL Casing OC 16" WL 24 "X0.5" STL Casing Bore 503.3 -B 176 $440.00 228 N/A $77,440.00 $100,320.00 12" Tapping Sleeve Valve and 502.6.2-B 3 $14,000.00 2 N/A $42,000.00 $28,000.00 Box 8" Tapping Sleeve Valve and 502.6.2 -C 2 $3,500.00 1 N/A $7,000.00 $3,500.00 Box 12" Gave Valve 502.6.2 -E 15 $2,500.00 13 N/A $37,500.00 $32,500.00 and Box Air Release Valve 502.6.3 2 $8,000.00 1 N/A $16,000.00 $8,000.00 and Vault TOTAL $ I 11. Original Contract Price (A) $2,083,278.00 Increase in contract price (C) $75,973.89 Total Change Orders to Date (B) $34,667.00 Decrease in contract price (C) i, Revised Base Bid "A" Water (A) +(B) +(C) $2,193,918.89 12. Wastewater Iioriginal Estimated Contract Unit Bid Item No Revised Estimate Negotiated C.O. Original Estimated Revised Estimated Contract Changes Quantity Price Quantity Unit Price Cost Cost Excavation 107.19.3 6200 $1.00 6381.98 N/A $6,200.00 $6,381.98 Protection Rem & Repl Asphalt Parking 302 -A 1190 T $75.00 F1555.8 N/A $89,250.00 $116,685.00 Lot Rem & Repl Asphalt 302 -B 110 $75.00 100.82 N/A $8,250.00 $7,561.50 Pavement Rem & Repl Concrete Parking 303 -A 600 1172.66 N/A $57,000.00 $111,402.70 Lot ;$9 Rem & Repl Concrete 303 -B 50 . 0 N/A $4,750.00 $0.00 Pavement Rem Concrete 305.1 -A 335 $15.00 1069.5 N/A $5,025.00 $16,042.50 Curb & Gutter Replace Concrete 305.1 -13 335 7$20-00 1059.5 N/A $6,700.00 $21,190.00 Curb & Gutter Rem & Repl Concrete 305.2 - 20 $110.00 102.08 N/A $2,200.00 $11,228.80 Sidewalk Page 2 of 5 Page 3 of 5 EXHIBIT 1 Asphalt Saw Cut 402.3 -A 4052 $2.00 4355.48 N/A $8,104.00 $8,710.96 Concrete Saw 402.3 -B 1905 $4.00 1900.18 N/A $7,620.00 $7,600.72 Cut 8" ASTM D2241 SDR 26 501.15 -A 279 $70.00 338.72 N/A $19,530.00 $23,710.40 (Unpaved) -- 8" ASTM D2241 501.15 -B 50 $150.00 14 N/A $7,500.00 $2,100.00 SDR 26 by Bore 8" ASTM D2241 SDR 26 (Paved 501.15 -C 990 $70.00 1195.46 N/A $69,300.00 $83,682.20 Area) 8" ASTM D2241 SWR 16 "X0.5" 503.3 -C 130 $300.00 140 N/A $39,000.00 $42,000.00 STL Casing Bore 18" ASTM D2241 SDR 26 Sewer 501.15 -D 1217 $90.00 1181.8 N/A $109,530.00 $106,362.00 OC (Unpaved) 18" SDR 26 SWR 24 "X0.5" Case SS05 45 $350.00 39 N/A $15,750.00 $13,650.00 Open Cut 18" SDR 26 SWR 24 "X0.5" Case 503.3 -D 165 $400.00 301 N/A $66,000.00 $120,400.00 Bore 20" ASTM D2241 SDR 26 Sewer 501.15 -F 203 $100.00 261 $20,300.00 $26,100.00 OC (Unpaved) 20 "SDR 26 SWR EN/A 30 "X0.5" STL 503.3 -E 130 $500.00 40 $65, 000.00 $20,000.00 Casing Bore 8" ASTM 3034 SDR 35 Sewer 501.17 -A 24 $90.00 10 N/A $2,160.00 $900.00 OC (Unpaved) 8" ASTM 3034 SDR 35 Sewer 501.17 -B 71 $90.00 0 N/A $6,390.00 $0.00 OC (Paved Areas) 24" ASTM F679 SDR 35 Sewer 501.17 -F 62 $120.00 51 N/A $7,440.00 $6,120.00 OC (Paved Areas) Additional MH Depth (51ID) ( >6' 502.1 -F 91 $250.00 74.9 N/A $22,750.00 $18,72$,00 depth) Sanitary Sewer 502.10.4 19 $2,000.00 21 N/A $38,000.00 $42,000.00 Service 4 -18" Well Graded Grouted 803.3 75 $100.00 34 N/A $7,500.00 $3,400.00 Rock Rip Rap Abandon SS02 13 $500.00 10 N/A $6,500.00 $5,000.00 Manhole Page 3 of 5 Total Amount this Change Order $231,613.67 14. Contract time increased /decreased by days. New contract time —285—days. Page 4 of 5 EXHIBIT 1 18" SDR 26 SWR 30 "X0.5" Case NEW 0 N/A 39 $60.67 $0.00 $2,366.00 Open Cut 18" SDR 26 SWR 30 "X0.5" Casing NEW 0 N/A 301 $67.33 $0.00 $20,267.33 Bore 24" SDR 35 SWR 36 "X0.5" Case NEW 0 N/A 46 $72.00 $0.00 $3,312.00 Open Cut 24" SDR 35 SWR 36 "X0.5" Case NEW 0 N/A 84 $70.00 $0.00 $5,880.00 Bore Surety Bonds 1 103.3 0 N/A 1 $609.69 $0.00 $609.69 Total Amount this Change Order $231,613.67 14. Contract time increased /decreased by days. New contract time —285—days. Page 4 of 5 EXHIBIT 1 THE AFOREMENTIONED CHANGE, AND WORK AFFECTED THEREBY, IS SUBJECT TO ALL CONTRACT STIPULATIONS AND COVENANTS. 115. SUBMITTED BY: 116. ACCEPTED BY CITY ENGINEER: 17. ACCEPTED BY CONTRACTOR: Title 118. ASSISTANT CITY MANAGER: 1119. DIRECTOR OF UTILITIES: ITIONS OF APPROVAL: PURCHASING /FINANCE: 1. COUNCIL APPROVAL (IF NEEDED) Page 5 of 5 Signature Signature Signature Signature f1721- . Date Date Date Date Date Date Date EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD June 8, 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, June 8, 2015 at 9:00 a.m. in the Service Center Training Room, City of Denton Service Center, 901Texas Street, Denton, Texas. Present: Chairman Dick Smith, Vice Chair Billy Cheek, Secretary Randy Robinson, Phil Gallivan, Barbara Russell, Lilia Bynum and Charles Jackson Ex Officio Members: George Campbell, City Manager and Howard Martin, ACM Utilities OPEN MEETING: CONSENT AGENDA: 1. Consider recommending approval of Change Order No. 3 with North Texas Contracting, Inc. associated with the construction of the US 380 Utility Relocations project, in an amount not to exceed $231,613.67. Motion was made to approve item 1 by Board Member Russell with the second by Board Member Jackson. The vote was 7 -0 approved. Adjournment: 11:42 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE CHANGE ORDER NUMBER THREE TO THE CONTRACT BETWEEN THE CITY OF DENTON AND NORTH TEXAS CONTRACTING, INC. FOR THE US HWY 380 UTILITY RELOCATIONS PROJECT WHICH CONSISTS OF THE INSTALLATION OF 9440 FEET OF WATER LINE AND 6570 FEET OF SEWER LINE PARALLELING US HWY 380 FROM BONNIE BRAE STREET TO CARROLL BOULEVARD; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (BID 5190 -US HWY 380 UTILITY RELOCATIONS - CHANGE ORDER NUMBER THREE IN THE AMOUNT OF $231,613.67 FOR A TOTAL CONTRACT AWARD OF $3,749,989.25). WHEREAS, on March 19, 2013 by Ordinance No. 2013 -064, the City awarded a public works contract to North Texas Contracting, Inc., in the amount of $3,446,977 for the Us Highway 380 Utility Relocations; WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that a change order be authorized to amend such contract agreement with respect to the scope of work and an increase in the payment amount, and said change order fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Change Order No. One in the amount of $36,731.58, and Change Order No. Two in the amount of $34,667 were both within the approval limit of the City's Purchasing staff. Now, the Change Order No. Three, increasing the amount of the contract between the City and North Texas Contracting, Inc., which is on file in the office of the Purchasing Agent, in the amount of $231,613.67, is hereby approved and the expenditure of funds therefore is hereby authorized in accordance with said change order. The total purchase order amount increases to $3,749,989.25. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12015. CHRIS WATTS, MAYOR EXHIBIT 3 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 Legislation Text File #: ID 15 -483, Version: 1 Agenda Information Sheet DEPARTMENT: Finance CM/ ACM: Bryan Langley Date: June 16, 2015 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 Tourist and Convention Fund of three hundred twenty -five thousand dollars ($325,000) for the purpose of funding startup costs for a Visitor Information Center in the Downtown Square; declaring a municipal purpose; providing a severability clause; providing an open meetings clause; and providing and effective date. BACKGROUND The information on this item will be forwarded to the City Council under separate cover on Monday, June 15, 2015. Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -484, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: June 16, 2015 SUBJECT Consider adoption of an ordinance adopting a Supplemental Agreement between the City of Denton and the Denton Chamber of Commerce (Convention & Visitors Bureau) (PY 2015) providing for the payment and use of Hotel Tax Revenue in support of a new Visitor Information Center. BACKGROUND The information for this item will be forwarded to the City Council under separate cover on Monday, June 15, 2015. Respectfully submitted: Chuck Springer, 349 -8260 Director of Finance City of Denton Page 1 of 1 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -506, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: June 16, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving a First Amendment to a Reimbursement Agreement between the City of Denton, The Board of Directors of the Tax Increment Reinvestment Zone Number Two, City of Denton, Texas, and Westray Group, LP.; and providing an effective date. BACKGROUND On May 13, 2014, the City Council adopted Ordinance No. 2014 -142 approving a Reimbursement Agreement between the City of Denton, the Board of Directors for Tax Increment Reinvestment Zone Number Two, and Westray Group, LP (Exhibit 1). This agenda item is an amendment to the existing Reimbursement Agreement, which is being made in order to accommodate Project Ranger One, a company seeking to acquire approximately 77 acres in the Westpark Tax Increment Reinvestment Zone Number Two (TIRZ 2) area. Project Ranger One is an 800,000 + /- square foot distribution facility to be located on the west side of Western Boulevard, just north of Airport Road. The end user is regional retailer with multiple distribution facilities across the United States. This particular project would include approximately $130 million in capital investment, and would create 165 jobs with an annual payroll of around $7.2 million. The TIRZ 2 Project Plan (contained within Exhibit 1) calls for approximately $14 million in public infrastructure improvements, with Phase 1 encompassing approximately $6.5 million of improvements, including: A 16" water line along Western Boulevard from Airport Road to Highway 380 A sewer line along Western Boulevard from Airport Road to Jim Christal Road Widening Western Boulevard from two lanes to four lanes, from Airport Road to Jim Christal Road Associated drainage improvements The City of Denton and the TIRZ 2 Board of Directors have the existing Reimbursement Agreement (Exhibit 1) with Westray Group LP (affiliated with Rayzor Investments), under which Westray has agreed to construct Phase 1 and the City and TIRZ 2 Board agree to reimburse Westray for the cost of those improvements with TIRZ 2 Funds. City of Denton Page 1 of 2 Printed on 6/11/2015 File #: ID 15 -506, Version: 1 Project Ranger One is seeking to take over Westray's responsibility for Phase 1 Improvements (with the exception of traffic signals), and is seeking reimbursement for those improvements. As a result, the Westray Reimbursement Agreement will be amended to exclude Phase 1 Improvements and to exclude the tax increment generated by Project Ranger One. OPTIONS The City Council may approve or deny this amendment. RECOMMENDATION Staff recommends approval. ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) June 15, 2015 - The Board of Directors for Tax Increment Reinvestment Zone Number Two is a party to this agreement and will take action on this amendment on Monday, June 15. FISCAL INFORMATION Westray Group, LP. will no longer be obligated to construct Phase 1 Improvements (with the exception of traffic signals) and will no longer have a right to reimbursement for those improvements (with the exception of expenditures to date on engineering, design, and legal fees), nor will they have a right to the tax increment generated by Project Ranger One. BID INFORMATION N/A EXHIBITS Exhibit 1 - Westray Reimbursement Agreement Exhibit 2 - Draft Amendment (under separate cover) Exhibit 3 - Draft Ordinance (under separate cover) Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Aimee Bissett Economic Development Director City of Denton Page 2 of 2 Printed on 6/11/2015 s: \legal \our documents \ordinances \14 \ord - westray agreement.doc Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 �•� • ISM AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF DENTON, THE BOARD OF DIRECTORS OF THE TAX INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY OF DENTON, TEXAS, AND WESTRAY GROUP, LP.; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Reimbursement Agreement, in substantially the form of the Reimbursement Agreement which is attached hereto and made a part of this ordinance, for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the r ..day of ° e4,1 , 2014. MARK A. BURROUGH,, I Y�)R ATTEST: JENNIFER WALTERS, CITY SECRETARY d r" Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Reimbursement Agreement THIS Reimbursement Agreement (this "Ageement ") is entered into by the City of Denton, Texas, a home -rule Texas municipal corporation (the "City "), the Board of Directors of Reinvestment Zone Number Two, City of Denton, Texas (the "Board "), and Westray Group, LP, a Texas limited partnership ( "Westray'), to be effective as of May /�, 2014 (the "Effective Date "). ARTICLE I. RECITALS 1.1. WHEREAS, The City, the Board, and Westray are individually referred to as a "Party" and collectively as the "Parties "; 1.2. WHEREAS, pursuant to the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as amended (the "Act "), on December 18, 2012, the City Council of the City (the "City Council ") approved and adopted Ordinance No. 2012 -366, a copy of which is attached as Exhibit A (the "Zone Ordinance "), which, among other things, (1) created, established and designated Reinvestment Zone Number Two, City of Denton, Texas (the "Zone "), (2) established the Board, (3) established a tax increment fund (herein, the "Tax Increment Fund "; also called the "TIF" in the below defined County Participation Agreement) into which the City, for itself and for County, pursuant to the Act, will deposit the City's and County's respective Tax Increments produced from the real property within the Zone, such Tax Increment deposits to be collected and disbursed for the sole and exclusive purpose of reimbursing Westray and the City for costs authorized by the Act, including interest accruing thereto, and (4) defined the Tax Increment deposit obligations for the City and the County; 1.3. WHEREAS, Westray's affiliates Rayzor Investments, Ltd. and Westpark Group, LP (collectively the "Rayzor Owners ") own certain real property in Denton County, Texas (the "County ") within the Zone consisting of approximately 738.26 acres of land, as more particularly described on Exhibit B (the "Rayzor Property "); 1.4. WHEREAS, the Rayzor Property lies within the City's corporate limits and the boundaries of the Zone; 1.5. WHEREAS, the City Council finds that the contemplated development and use of certain Public Improvements in accordance with this Agreement will significantly enhance the value of all taxable real property in the Zone and will result in benefits to the City, its residents, and property owners, in general and to the Rayzor Property, residents and other property owners within the Zone; 1.6. WHEREAS, although neither Westray nor the Rayzor Owners are in the development business and will not themselves be expected to develop any parcels, the Rayzor Owners desire to sell tracts with the Zone so that purchasers can proceed with the development of commercial and industrial projects on land within the Zone and, to facilitate the same, Page 1 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Westray and the Rayzor Owners desire that the Public Improvements be constructed as soon as possible, even prior to the time that City can issue bonds or incur other obligations to pay the costs of such Public Improvements; 1.7. WHEREAS, pursuant to the Act, the City and the County entered into that certain Tax Participation Agreement, a copy of which is attached as Exhibit C (the "County Participation Agreement "), which, among other things, obligates the County to pay to the City, for each calendar year, the County's Tax Increment due for such year, and obligates the City to deposit such County Tax Increment deposits into the Tax Increment Fund; 1.8. WHEREAS, pursuant to the Act, on the Board recommended to the City Council approval of Reinvestment Zone Number 7 wc, 1,11 of Denton, Texas, Final Project Plan and Final Financing Plan for the Zone, a copy of which is attached as Exhibit D (the "Final Plan "); 1.9. WHEREAS, pursuant to the Act, : the City Council approved and adopted Orclirtancc i o, /, ` ?which, among other things, approved the Final Plan and approved and directed the execution of this Agreement; 1.10. WHEREAS, the Parties intend for the rights, duties, and obligations of the Parties under the Zone Ordinance, County Participation Agreement, and Final Plan to be incorporated as part of this Agreement; 1.11. WHEREAS, Terms used in this Agreement that have their initial letters capitalized shall have the meanings given to them in the applicable Sections of this Agreement or the Final Plan, as applicable; and 1.12. WHEREAS, the RECITALS contained in this Agreement: (1) are true and correct as of the Effective Date; (2) form the basis upon which the Parties negotiated and entered into this Agreement; and (3) reflect the final intent of the Parties with regard to the subject matter of this Agreement. The Parties have relied upon the RECITALS as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the RECITALS, would not have entered into this Agreement. NOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL OBLIGATIONS OF THE PARTIES SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS: 2.1 Incorporation by Reference. The rights, duties, and obligations of the Parties under the Zone Ordinance, County Participation Agreement, and Final Plan are incorporated as rights, duties, and obligations of the Parties under this Agreement as if fully set forth in this Agreement. Page 2 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 2.2 Administrative and Pre - Development Costs The parties acknowledge that City and Westray have incurred costs for work predating the Effective Date hereof in contemplation of and contribution to the Zone, such costs to be addressed as follows: 2.2.1 Pre -TIRZ Administrative Costs. The City has paid or incurred Pre -TIRZ Administrative Costs as described on Exhibit E attached hereto. The City shall submit to the Board (with a copy to Westray) evidence (in reasonable detail) of such Pre -TIRZ Administrative Costs paid or incurred by the City. If the Board verifies that the City paid or incurred the Pre -TIRZ Administrative Costs, then the City shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on Pre -TIRZ Administrative Costs. 2.2.2 Administrative Costs. The City will pay or incur on an annual basis Administrative Costs for the administration of the Zone (including costs related to the Board). The City shall submit to the Board (with a copy to Westray) evidence (in reasonable detail) of the actual Administrative Costs paid or incurred by the City. If the Board verifies that the City paid or incurred the Administrative Costs, then the City shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on such Administrative Cost. 2.2.3 Pre - Development Costs. Westray has paid or incurred Pre - Development Costs as described on Exhibit F attached hereto. Westray shall submit to the Board (with a copy to the City) evidence (in reasonable detail) of such Pre - Development Costs paid or incurred by Westray. If the Board verifies that Westray paid or incurred the Pre - Development Costs, then Westray shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on Pre - Development Costs. 2.3 The Public Improvements. 2.3.1 Agreed Scope of Public Improvements. The Public Improvements hereunder shall be divided into three separate phases ( "Phase I ", "Phase II" and "Phase III ", respectively, and collectively or generically, the "Phase(s)"). The Final Plan contains descriptions of the Public Improvements for each such Phase which have been agreed upon by the Parties. The descriptions of the Phase I Public Improvements are contained in Exhibit G-1 attached hereto. The descriptions of the Phase II Public Improvements are contained in Exhibit G-2 attached hereto. The descriptions of the Phase III Public Improvements are contained in Exhibit_ G-3 attached hereto. Such descriptions of the Phases are intended to be sufficient to show and identify the overall basic configuration, layout, nature, extent, capacity, complexity, connectivity, functionality and all other critical design and fundamental aspects of the Public Improvements and the various components thereof for each Phase (the "Agreed Preliminary Descriptions "). 2.3 .2 Project Costs for Public lnnproveinepts. "Project Costs" as used herein shall mean, with respect to each Phase, all costs arising in connection with the design, Page 3 IMHURSEMEN'r AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 development and construction of such Public Improvements and shall include, without limitation, all costs of design, engineering, materials, labor, construction, inspection and testing, legal and other consulting fees, all payments arising under any contracts entered into by Westray pursuant to this Agreement, all costs incurred in connection with obtaining governmental approvals, certificates or permits (including any building permit fees) required as a part of any contracts entered into in accordance with this Agreement and all related legal fees incurred in connection therewith. Project Costs shall not include, however, the cost of any land pertaining to the Public Improvements. Based on the Agreed Preliminary Descriptions, the Parties have agreed that the maximum anticipated Project Costs for each Phase of the Public Improvements are as set forth in the schedule of costs and expenses attached hereto as Exhibit H -1 (for Phase I), Exhibit H -2 (for Phase II) and Exhibit H -3 (for Phase III) (which cost schedules are also included in the Final Plan) (collectively, the "the Cost Schedule "). The Project Costs shown in the Cost Schedule are preliminary estimates only and Westray is not obligated to incur or spend such amounts. 2.3.3 Obligation to Construct Public Improvements. Westray agrees to construct the Public Improvements for Phase I (and such subsequent Phases of the Public Improvements as Westray may elect as discussed below), pursuant to the final approved Construction Plans and Specifications for such Phases, and to provide and furnish, or cause to be provided and furnished, all materials and services as and when required in connection with the construction of the applicable Public Improvements. Westray will obtain all necessary permits and approvals from the City and all other governmental officials and agencies having jurisdiction (including the approvals required under this Agreement), provide supervision of all Phases of construction of the Public Improvements, provide periodic reports as may be reasonably requested and required by Board with copies to the City. Westray's obligation to proceed with the construction of the Phase I Public Improvements is conditioned on the Parties' mutual approval of the Construction Plans and Specifications for the Phase I Public Improvements, and all other terms and conditions contained in this Agreement. Subject to satisfying all conditions herein with respect to proceeding with the Public Improvements for Phase I, the Public Improvements for Phase I may be referred to as the "Minimum Improvements ". 2.3.4 Option to Construct Additional Phases. Westray may, but is not obligated under this Agreement to, construct additional Public Improvements under Phase II and Phase III, subject to the Parties' mutual approval of Construction Plans and Specifications for such Public Improvements. If Westray desires to proceed with such Public Improvements, Westray shall give written notice thereof ( "Proceed Notice ") to the Board and the City of its election to proceed with the applicable Phase, in which case the Parties shall proceed with developing Construction Plans and Specifications for the applicable Public Improvements as provided below. The Proceed Notice for Phase II and /or Phase III may be sent at any time during the term of this Agreement; provided, however, at any time prior to Westray's delivery of the Proceed Notice for either such Phase, City may, but shall have no obligation to, deliver notice (the "Alternative Builder Notice ") to Westray that City desires to proceed with the Public Improvements for such Phase through a reimbursement agreement similar to this Agreement with another party or Page 4 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 otherwise cause such Public Improvements to be completed through other means (the "Alternative Build- Out "), and unless Westray delivers a Proceed Notice to the City whereby Westray elects to build such Public Improvements itself pursuant to the provisions of this Agreement within thirty (30) days after the Alternative Builder Notice is sent, then the City may proceed with the Alternative Build -Out and Westray will have no further right to send a Proceed Notice for such Public Improvements so long as the City actually proceeds and diligently pursues completion of such Public Improvements pursuant to such Alternative Build -Out. Subject to the express terms hereof for reimbursement of Project Costs to Westray for Phase II and Phase III Public Improvements if Westray sends Proceed Notices with respect thereto, City has no obligation to construct the Public Improvements for Phase II or Phase III or to provide for any Alternative Build -Out or to reimburse any other party for costs relating thereto (other with respect to rights assigned to a permitted assignee of Westray as permitted under Section 2.11 below). 2.3.5 Construction Plans and _ Specifications. The Agreed Preliminary Descriptions will be utilized as the basis upon which detailed construction plans and specifications (suitable for purposes of obtaining applicable permits and bidding out specific work) for the Public Improvements for each applicable Phase will be developed (the "Construction Plans and Specifications "). The Parties agree to act reasonably and in good faith in developing and approving the Construction Plans and Specifications for each applicable Phase. Westray shall prepare or cause to be prepared proposed Construction Plans and Specifications for the applicable Public Improvements for presentation to the Board and City prior to the commencement of construction or implementation of the Public Improvements for any Phase, which proposed Construction Plans and Specifications must be submitted to and approved by the City and all other regulatory authorities having jurisdiction, and shall be in accordance with the City's development regulations, as set forth in the Denton Development Code, as amended, and all other applicable ordinances, regulations, and procedures of the City, as amended. Once the City and Board have approved Construction Plans and Specifications for any Phase of the Public Improvements, no changes thereto can be made without the express written approval of the City, the Board and Westray. Westray will proceed in developing Construction Plans and Specifications for the Phase I Public Improvements promptly after the full execution of this Agreement. Westray need not proceed in developing Construction Plans and Specifications for the Phase II and /or Phase III Public Improvements unless and until the Proceed Notice for such applicable Phase is given. 2.4 Conveyance of Easements. Except as provided immediately below, the parties acknowledge that all Public Improvements will be located within existing City right -of -way or other property owned by the City, and accordingly, it is expected that only limited easement and /or land dedication rights will be necessary with respect to the Public Improvements. The only areas in which Public Improvements will actually be located on Rayzor Property and not within existing City right -of -way or other property owned by the City, and accordingly in which the City will need perpetual easement or land dedication rights to own and maintain the Public Improvements, are those areas specifically identified in Exhibit I (the "Easement Areas "). Upon completion of the Public Improvements for any Phase and in connection with the dedication Page 5 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 thereof to the City as discussed below, Westray shall cause the Rayzor Owners (as applicable) to grant permanent easement rights and /or dedicate land within any Easement Areas that are applicable to the Public Improvements so completed and located on Rayzor Property (if easement or dedication rights have not already been granted to the City in such areas). The Parties agree to diligently negotiate and pursue applicable agreements for easements, dedications and /or rights -of -way which are necessary within the Easement Areas pursuant to applicable instruments in form and substance reasonably satisfactory to the Rayzor Owners and the City, and consistent with easement or other applicable instruments historically completed between the Rayzor Owners and the City ( "Improvement Easements) "); provided, however, that any agreement between City and Westray concerning such easements, rights -of -way or similar property interests shall be effective only by the delivery of executed instrument to be made of record; and provided, further, that no Improvement Easements (and no obligation to convey the same) are agreed to or given except as expressly provided above. Without limitation, neither Westray nor the Rayzor Owners shall have any obligation to grant any easement rights in any areas outside of the Easement Areas. With respect to any Public Improvements located on or adjacent to property owned by the City, the City shall grant Westray, at no cost, all required temporary construction and access easements reasonably necessary to install the Public Improvements. Further, with respect to Public Improvements to be located on lands other than the Rayzor Property and City right -of -way or other lands owned by the City, it shall be the City's responsibility to obtain necessary easement rights in such areas for the location of the Public Improvements. 2.5 Construction and Completion. Westray is authorized to proceed with the construction of the Public Improvements for any Phase upon the approval of Construction Plans and Specifications therefor by the Board and the City, and Westray's obtaining all applicable construction and related or similar permits, as applicable (the "Applicable Permits "), from all applicable governmental authorities. Notwithstanding anything herein to the contrary, Westray may elect to terminate this Agreement at any time prior to the issuance of a building permit for the Phase I Public Improvements and commencement of construction thereunder, by giving City written notice of termination. In such case this Agreement will be null and void and of no further force and effect. 2.5.1 Advancement of Costs. Westray will advance sufficient funds to pay all Project Costs incurred for each applicable Phase of the Public Improvements as such costs become due and payable. 2.5.2 Completion. Following the completion of each Phase of the Public Improvements and the acceptance thereof by the City (as evidenced by a "Certificate of Completion" to be issued by the City acknowledging that the Public Improvements have been completed in accordance with the terms of this Agreement), Westray shall convey the Public Improvements to the City and grant applicable easement rights in the applicable Easement Areas by an Improvements Easement reasonably acceptable to both parties and consistent with the provisions of Section 2.4 above. Conveyance of applicable Public Improvements to the City shall include an assignment of all contractors' warranties, if any, and shall be without recourse to Westray. Prior to the acceptance of such conveyances by the City, Westray shall provide the City with releases Page 6 RE-IMBURSEMEN'r AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 from all prime contractors, major subcontractors, and major suppliers who have provided labor and materials for the Public Improvements showing that they have been paid in full for such labor and materials. City shall issue the Certificate of Completion so long as Westray complies with the provisions contained above. 2.5.3 Verification of Project Costs. Upon receipt of a Certificate of Completion for Public Improvements, Westray shall submit to the Board (with a copy to the City) evidence (in reasonable detail) of the actual Project Costs of such Public Improvements paid or incurred by Westray ( "Project Costs Submittal "). If the Board verifies that Westray paid or incurred the Project Costs, then Westray shall be reimbursed for such actual Project Costs, plus Interest thereon (as provided below), from the Tax Increment Fund as provided in Section 2.7.4. The Board shall at all times act reasonably and in good faith in verifying Project Costs incurred or paid by Westray and shall, with in thirty (30) days after the Project Costs Submittal, issue a written confirmation of its approval of the Project Costs submitted for verification ( "Confirmation of Verified Costs" and the Project Costs so verified, the "Verified Project Costs ") and /or deliver to Westray written notice of its refusal to verify any such Project Costs so submitted specifying in reasonable detail which Project Costs it is refusing to verify and the grounds for such refusal ( "Verification Denial" and the Project Costs so denied, the "Denied Project Costs "). The Board agrees to act reasonable and in good faith with Westray in order that Westray can address the issues that have resulting in a Verification Denial so as to be able to resubmit such Denied Project Costs for re- evaluation by the Board. 2.5.4 Reliance, Indemnification. The Board and the City shall be entitled to rely on the information provided by Westray and Westray's assignees in verifying costs and seeking reimbursement for such costs from the Tax Increment Fund and are under no duty or obligation to independently verify the truth, accuracy, or completeness of such information. Westray and its assignees release, hold harmless, and indemnify the Board and the City (and their respective elected and appointed members, officers, and employees) from any claims by third parties to the costs for which Westray or its assignees seeks reimbursement pursuant to this Agreement. 2.5.5 Interest on Project Costs. All Verified Project Costs for which a Confirmation of Verified Costs has been issued shall bear interest, from and after the date the Confirmation of Verified Costs was issued until repayment of such Project Costs, at the rate of five percent (5 %) per annum ( "Interest "). Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and the actual days elapsed (including the first day but excluding the last day). The anticipated Interest to be paid on the Project Costs is shown in the Cost Schedule. 2.6 Reimbursement of Verified Protect Costs. Upon issuance of a Confirmation of Verified Costs, and subject to the priority of payments as set forth in Section 2.7.4 below, City shall begin repaying Verified Project Costs, plus Interest thereon, to Westray to the full extent of available funds in the Tax Increment Fund, and shall continue such repayment until all such amounts are repaid in full. Page 7 IMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 2.7 Tax Increment Fund. The City shall create and fund the Tax Increment Fund in accordance with the Zone Ordinance and the Participation Agreement. 2.7.1 Tax Increment. Pursuant to the Zone Ordinance and the Participation Agreement, and in accordance with Section 311.012 of the Texas Tax Code, Ch. 311, Tax Increment Financing Act: (i) the "Tax Increment Base" for the Zone shall be the appraised value of all real property located within the Zone for calendar year 2012, (ii) the "Captured Appraised Value" shall be the total appraised value of all real property located within the Zone for any calendar year after 2012, less the Tax Increment Base, (iii) the City has agreed to pay into the Tax Increment Fund, for each calendar year after 2012, an amount calculated as a millage rate per $100 of Captured Appraised Value in the Zone for such year that equals 40% of the City's tax rate for such year and (iv) the County has agreed to pay into the Tax Increment Fund, for each year after 2012, an amount calculated as a millage rate per $100 of Captured Appraised Value in the Zone for such year that equals 40% of the County's tax rate. The amounts to be paid into the Tax Increment Fund by the City and County, respectively, under items (iii) and (iv) above for any year, are referred to herein as the "Tax Increment" for such year. 2.7.2 Deposit of Tax Increment. For each year beginning with the 2013 calendar year and each calendar year thereafter, the City shall deposit its Tax Increment for such calendar year into the Tax Increment Fund, which payment shall be made not later than ninety (90) days after the delinquency date for property taxes assessed and due for such year. The City shall invoice the County for the County's Tax Increment owed for each such year no later than 30 days after the delinquency date for property taxes assessed and due for such year, and cause the County to pay such Tax Increment to the City not later than ninety (90) days after the delinquency date for property taxes assessed and due for such year, and City shall promptly upon receipt thereof deposit such amounts into the Tax Increment Fund. 2.7.3 Separate Account. The City shall maintain the Tax Increment Fund as a segregated account which shall not be commingled with any other funds of the City. The Tax Increment Fund shall be invested in the same manner as other municipal funds, and all interest earned shall be part of the Tax Increment Fund. 2.7.4 Disbursements. The City shall only make disbursements from the Tax Increment Fund for the purposes and in the priority set forth below. Disbursements shall be made from the Tax Increment Fund no less frequently than biannually each May 15th and November 15th beginning in calendar 2014, but not prior to the Effective Date hereof, and subject to the terms and conditions of this Agreement. Disbursements from the Tax Increment Fund shall be made only for the following purposes and only in the following order of priority unless otherwise approved by the City and Westray: 2.7.4.1 FIRST, to pay all current debt service due under any outstanding TIRZ Bonds; 2.7.4.2 SECOND to reimburse the City for Pre -TIRZ Administrative Costs; Page 8 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 2.7.4.3 THIRD, to reimburse the City for Administrative Costs; 2.7.4.4 FOURTH, to reimburse Westray for Pre - Development Costs; 2.7.4.5 FIFTH, to reimburse Westray for Verified Project Costs as provided for herein; 2.7.4.6 SIXTH, to reimburse Westray for Interest on Verified Project Costs, as provided for herein; and 2.7.4.7 SEVENTH, to reimburse Westray for the costs of additional public improvements (beyond Phases 1 - 3), if any, approved by amendments to the Final Plan. 2.7.5 The City shall maintain complete books and records showing all deposits to and disbursements from the Tax Increment Fund, which books and records shall be kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination and copying by Westray during normal business hours. The City shall maintain such books and records throughout the term of this Agreement and for two years thereafter, or such longer period as may be required by law. 2.8 Conditions of Reimbursement. The City shall not make disbursements from the Tax Increment Fund to reimburse Westray for any Project Cost or pay interest on any Project Costs for Public Improvements constructed by Westray unless and until Westray has completed all of the Phase I Public Improvements by not later than twenty -four (24) months from the date final Construction Plans and Specifications have been approved hereunder and Applicable Permits issued for the Phase I Public Improvements, subject to reasonable extensions for Force Majeure Events (as hereinafter defined). Westray will not be liable or in breach of or default under this Agreement for any delay or failure of performance resulting from anything beyond the reasonable control of Westray (a "Force Majeure Event "), including, but not limited to, acts of God; acts of civil or military authority; acts of a public enemy; war; terrorism; severe weather, earthquakes, or floods; fires or explosions; governmental action or regulation; strikes, lockouts, or other work interruptions or labor shortages; supplier shortages; transportation and delivery delays; or blocked access rights (but in all cases excluding causes which can be controlled by the expenditure of money in accordance with good business practices). So long as Westray diligently and continuously attempts to cure the non - performance caused by the Force Majeure Event, the time for performance shall be extended commensurate with the duration of the Force Majeure Event. 2.9 Westray understands and agrees that all payments of Project Costs, plus Interest where applicable, shall be made solely from the Tax Increment Fund and from no other funds of the City or the County unless otherwise approved by their respective governing bodies, and the Tax Increment Fund shall only be used to pay Project Costs, plus Interest, where applicable. The City shall only pay for actual costs incurred by Westray for Project Costs, and Interest thereon, up to the maximum Project Costs and Interest identified in Cost Schedule. Page 9 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 2.10 Sale of Bonds. Subject to the satisfaction of conditions set forth in this Section, the City may — but is not required to - issue tax increment bonds or other obligations ( "TIRZ Bonds "), in its sole discretion, which are secured by and payable from the Tax Increment Fund, for the purposes of acquiring or constructing Public Improvements and /or the reimbursing Westray for Project Costs, and to pay costs related to the issuance, sale and delivery of such TIRZ Bonds (including, but not limited to, amounts necessary to fund a reserve fund for the TIRZ Bonds and capitalized interest). Westray may request issuance of TIRZ Bonds by filing with the City a list of the Public Improvements to be funded with the Bonds and the estimated costs of such Public Improvements. The issuance of TIRZ Bonds is subject to the following conditions: 2.10.1 The adoption of a Final Plan for the Zone by the City Council and the Board that identifies the Public Improvements that are to be funded through TIRZ Bonds proceeds, and the Project Costs of the Public Improvements to be so funded. 2.10.2 The aggregate principal amount of TIRZ Bonds issued and to be issued shall not exceed amounts sufficient to fund the Public Improvements. 2.10.3 Each series of TIRZ Bonds shall be in an amount estimated to be sufficient to fund the Public Improvements or portions thereof for which such Bonds are being issued. 2.10.4 Approval by the Texas Attorney General of the TIRZ Bonds and registration of the Bonds by the Comptroller of Public Accounts of the State of Texas. 2.10.5 The Rayzor Owners are current on all taxes, fees and obligations owed by them to the City. 2. 0.6 Westray is not in default under this Agreement. 2.10.7 No outstanding TIRZ Bonds are in default and no reserve funds have been drawn upon that have not been replenished. 2.10.8 Review and approval by the City of the plats and final Construction Plans and Specifications for the Public Improvements. 2.10.9 The Board has certified that the costs of the Public Improvements to be paid from the proceeds of the TIRZ Bonds are eligible to be paid with the proceeds of such TIRZ Bonds. 2.10.10 The Public Improvements to be financed by the TIRZ Bonds have been or will be constructed according to the approved Construction Plans and Specifications. 2.10.11 The City's evaluation and determination that there will be no negative impact on the City's creditworthiness, bond rating, access to or cost of capital, or potential for liability. Page 10 IMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 2.10.12 The City has determined that the amount of proposed TIRZ Bonds and the structure, terms, conditions and timing of the issuance of the TIRZ Bonds are reasonable for the Project Costs to be financed and the degree of development activity within the TIRZ, and that there is sufficient security for the TIRZ Bonds to be creditworthy. 2.10.13 The maximum maturity for TIRZ Bonds shall not exceed 30 years from the date of delivery thereof. 2.10.14 The final maturity for any TIRZ Bonds shall be not later than 60 years from the date of this Agreement. 2.10.15 Unless otherwise agreed to by the City, the TIRZ Bonds shall be sold and may be transferred or assigned only in minimum denominations of $100,000 or integral multiples of $1,000 in excess thereof; provided that the limitation on transferability or assignment shall not apply (A) if the TIRZ Bonds are assigned a rating of not less than rated "BBB" by Standard & Poor's Ratings Services, a division of The McGraw -Hill Companies, Inc., "Baa" by Moody's Investors Service, Inc., "BBB" by Fitch Ratings, or an equivalent rating by a nationally recognized municipal securities rating service acceptable to the City, and (B) upon compliance with applicable securities laws. 2.10.16 No information regarding the City, including without limitation financial information, shall be included in any offering document relating to TIRZ Bonds without the consent of the City. 2.10.17 City is satisfied that the Public Improvements for which such TIRZ Bonds are issued either have been completed or will be completed by Westray with Westray advancing all Project Costs in connection therewith. 2.10.18 Westray agrees to provide periodic information and notices of material events regarding Westray and Westray's activities within the Zone in accordance with Securities and Exchange Commission Rule 15cc2 -12. 2.10.19 The TIRZ Bonds meet all requirements of Texas Tax Code Section 311.015 as amended. 2.11 Successors and Assigns. 2.11.1 City and the Board acknowledge that the Rayzor Owners will be selling and conveying lots and /or tracts within the Rayzor Property ( "Sale Tracts ") to third party developers, users or other persons (any such grantee being referred to as a "Rayzor Purchaser "). Rayzor Owners shall be free to sell Sale Tracts to Rayzor Purchasers without the need of any consent of the City or the Denton Zone. Unless a Rayzor Purchaser is expressly designated in a recorded instrument to be a Designated Successor (as herein after defined), then: (i) in no event shall any such Rayzor Purchaser or the Sale Tract acquired by it be subject to or encumbered by the obligations under this Agreement, Page 11 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 it being agreed that all such obligations are personal and those of Westray only; provided, only, however, if an Improvement Easement has actually been executed and recorded in the Public Records which affects the Sale Tract so sold, such Sale Tract shall be subject to the easement rights granted under such Improvements Easement and (ii) in no event shall any Rayzor Purchaser inure to any right to receive reimbursement of Project Costs or Interest or any other amounts payable to Westray under this Agreement. 2.11.2 Notwithstanding the above, Westray may at its option assign its rights and obligations hereunder, from time to time and in whole or in part, to any person or entity that acquires all or any portion of the Rayzor Property or that has a contract right to acquire same, but only if Westray expressly designates such person or entity to succeed to such rights and obligations (a "Designated Successor ") pursuant to a written instrument executed by Westray and recorded of public record. The assignment must be in writing, recorded in the public records must obligate the Designated Successor to be bound by this Agreement. A copy of the assignment shall be given to the City within 30 days after its effective date; however, City consent to the assignment is not required. Upon the effective date of any such assignment and notice to the City, Westray shall be released from performing the duties or obligations that are assigned and that arise after the effective date or the date that the City receives notice of the assignment, whichever later occurs; however, Westray is not released from any liabilities that arose prior to the effective date or date of notice to the City, whichever later occurs, unless the City and the Board agree. Such assignment may include the right to receive future reimbursements in the same manner as Westray; provided, however, Westray may retain the right to be reimbursed for actual costs of Project Costs which are then accrued and vested in the Westray. 2.11.3 In addition to and separate from the right of Westray to assign its rights and obligations under this Agreement as provided above, Westray's right to reimbursement from the Tax Increment Fund pursuant to Section 2.7.2 may be assigned, from time to time and in whole or in part, to any person or entity without the consent of the City but with notice to the City, including a copy of the assignment. The assignment shall include a representation and warranty by Westray that Westray has full power and authority to execute the assignment and that the rights assigned are not subject of any claims by third parties. The assignment shall also provide that Westray and its assignees agree to release, hold harmless, and indemnify the City (and its elected officials, officers, and employees) from any claims by third parties to the rights being assigned. The right of any assignee under this section to reimbursement from the Tax Increment Fund is conditioned on (i) receipt of notice of assignment by the City and (ii) inclusion of the aforementioned hold harmless and indemnity provisions in the assignment document, a copy of which shall be provided to the City. ARTICLE 3. REPRESENTATIONS AND WARRANTIES. 3.1 Westray. Westray represents and warrants to the other Parties that (1) Westray is an affiliate of the Rayzor Owners; (2) Westray has full lawful right, power and authority to Page 12 RE"IM€ URSEMENr AGREEMEN'r Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 execute and deliver and perform the terms and obligations of this Agreement; (3) the execution and delivery of this Agreement has been duly authorized by all necessary actions by the Westray; and (4) this Agreement constitutes the legal, valid and binding obligation of Westray, and is enforceable in accordance with its terms and provisions; and (5) Westray has not assigned any portion of its rights and obligations under this Agreement, to third parties prior to the Effective Date hereof. 3.2 City. The City represents and warrants to the other Parties that (1) the City has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement has been duly and validly authorized and approved by all necessary City proceedings, findings, ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of City, enforceable against City in accordance with its terms and provisions. 3.3 Board. The Board represents and warrants to the other Parties that (1) the Board has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement has been duly and validly authorized and approved by all necessary Board proceedings, findings, ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of the Board, enforceable against the Board in accordance with its terms and provisions. 4.1 A non - performing Party shall be in "Default" under this Agreement if such Party fails to perform any duty or obligation under this Agreement and such failure is not cured within 30 days after written notice from any other Party (or if the failure is not reasonably capable of being cured within 30 days, the non - performing Party does not begin to cure within such 30 -day period and thereafter continuously and diligently complete a cure at the earliest possible time). 4.2 If a Party is in Default under this Agreement, the other Parties shall have available all remedies at law or in equity (including, but not limited to, injunctive relief and specific performance) except as follows: no Default shall: (1) entitle any Party to terminate this Agreement; (2) relieve the City from its obligation to process and issue Certificates of Completion for Public Improvements and Additional Public Facilities that are completed in accordance with this Agreement; (3) relieve the Board from its obligation to verify Project Costs for completed Public Improvements that are to be reimbursed from the Tax Increment Fund; or (4) relieve the City from its obligation to reimburse from the Tax Increment Fund all actual Project Costs that are verified by the Board. Page 13 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 F.1 Z,74 0 1010 DKTAW'l 11110 0 1 �. 5.1 Term. The term of this Agreement shall commence on the Effective Date, and continue until the earlier to occur of. (1) the date on which the City has fulfilled its reimbursement obligations under Section 2.7.2; or (2) the earlier expiration or termination of the Zone pursuant to the Zone Ordinance. 5.2 Notices. Any notice required or contemplated by this Agreement shall be in writing and shall be deemed given and received: (1) when delivered (with evidence of delivery) by a nationally recognized delivery service (e.g., FedEx or UPS) to the address shown below whether or not signed for by the individual to whose attention the notice is addressed; or (2) three business days after deposited with the US Postal Service, CERTIFIED MAIL, RETURN RECEIPT REQUESTED, for delivery to the address shown below whether or not signed for by the individual to whose attention the notice is addressed. To the City: Attn: Director of Economic Development City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8333 Fax: (940) 382 -7923 With a Copy _to: Pamela England, Real Estate Specialist City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8928 Fax: (940) 349 -8951 To the Board: Board of Directors of Reinvestment Zone Number Two c/o City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8333 Fax: (940) 382-7923 To Westray c/o The Rayzor Company Page 14 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Attn: Philip Baker P.O. Box 336 Denton, Texas 76202 For deliveries to a physical address, use: 400 W. Oak, Suite 200 Denton, Texas 76201 Telecopy: (940) 566 -1591 Telephone: (940) 387 -8711 With a Copy to: David M. Mellina Mellina & Larson, P.C. 1128 Fairmount Avenue Fort Worth, Texas 76104 Telecopy: (817) 335 -1221 Telephone: (817) 335 -1200 5.3 Amendments. 5.3.1 This Agreement. This Agreement may only be amended in writing signed by all the Parties. 5.3.2 County Participation Agreement. The City shall give Westray at least 60 days' notice of any proposed amendment to the County Participation Agreement, including the full text of the proposed amendment. If the proposed amendment adversely impacts the obligation of the County to pay annually to the City the County Tax Increment for deposit into the Tax Increment Fund for the term of the Zone or if the proposed amendment reduces the amount of the County Tax Increment, the proposed amendment shall require the approval of Westray. 5.3.3 Final Plan. The City shall give Westray at least 60 days' notice of any proposed amendment to the Final Plan, including the full text of the proposed amendment. The Board, the City, or Westray may, from time to time, request amendments to the Final Plan, which may be approved only upon recommendation by the Board and the mutual agreement of the City and Westray. 5.4 Economic Incentive Agreements. For and during the term of this Agreement the City shall not, and shall not permit the County to, enter into any agreements that would in any way reduce the City Tax Increment (including, but not limited to, tax abatement agreements and Texas Local Government Code "380 Economic Development AgEeements") or the County Tax Increment without the consent of Westray and the Rayzor Owners. Page 15 REIMBURSEMENT AcrF2FEME:NT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 5.5 Vested Rights. Westray expressly understands and agrees that neither this Agreement, the Final Plan, or any approvals required under this agreement, shall be considered a "permit," as that term is defined in Tex. Loc. Gov't Code chapter 245, nor does the Final Plan constitute a plan for development within the meaning of the statute. Westray, for itself, its officers, agents, employees, successors and assigns, hereby releases and holds harmless the City, its officers, agents, consultants and employees, from any claim or cause of action asserting that this Agreement, the Final Plan, or any approvals required under this Agreement establish a vested right against enforcement of subsequently enacted development regulations, whether such cause arises under Tex. Loc. Gov't Code ch. 245, as amended, or other law of the State of Texas. 5.6 Venue. This Agreement is performable in Denton County, Texas, and venue of any action arising out of this Agreement shall be exclusively in Denton County, Texas. This Agreement shall be governed and construed in accordance with the laws of the State of Texas. 5.7 Unenforceable Provisions. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 5.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and constitute one and the same instrument. 5.9 Entire Agreement. This Agreement embodies the complete agreement of the Parties, superseding all prior or contemporaneous oral or written agreements between the Parties and relating to subject matter of this Agreement (other than the Zone Ordinance, the County Participation Agreement, and the Final Plan). 5.10 Exhibits; Titles of Sections, Subsections. The following exhibits are incorporated as part of this Agreement for all purposes: Exhibit A - Zone Ordinance Exhibit B - Description of the Rayzor Property Exhibit C - County Participation Agreement Exhibit D - Final Plan Exhibit E - Pre -TIRZ Administrative Costs Exhibit F - Pre - Development Costs Exhibit G -1 - Description of Phase I Public Improvements Exhibit G -2 - Description of Phase II Public Improvements Exhibit G -3 - Description of Phase III Public Improvements Exhibit H -1 - Cost Schedule for Phase I Exhibit H -2 - Cost Schedule for Phase II Exhibit H -3 - Cost Schedule for Phase III Exhibit I - Easement Areas Exhibit 1 -1 - Drainage Easement Area Page 16 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit I -2 - Dedication Land In the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the parties and shall not be construed to have any effect or meaning as to the agreement between the parties hereto. Any reference herein to a Section or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to any exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. SIGNATURE PAGES TO FOLLOW Page 17 BURSEMEw AoREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 CITY OF DENTON, TEXAS By: Name.t �ry 1 r Title: �":r.'�1 Date: ,��'IL4 '/ ATT ST': Narn e. . C ity Seer ary 5 _1.0 FORM: a , T... l ..•. STATE OF TEXAS COUNTY OF § This inn UITIC11t Was acknowledged before trze on the 'clay of May, 2014 by of the City of De»ton Texas, on behalf of said city. JENNIFER , W r u CEc tj, t b 181e § C ws N nt .� yubli tate e4ofxa � � y r � r E SEres December : 201 Page 18 REIMBURSEMENT AGREEMENT Exhibit I - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 BOARD OF DIRECTORS REINVESTMENT ZONE CITY O&WENTON, By: I \11 1\11 Name: 0"' Title: 4t Date: 1 5; STATE OF TEXAS COUNTY OF ior—i TWO This instrument was acknowledged before me on the /�5th day of May, 2014 by d1e, re- of the Board of Directors of Reinvestment Zone Number Two, City of Denton, Texas, on behalf of said Board. N'( tary Public, State of Texas Page 19 REIMBURSEMENT AGREEMENT JANE E. RIC�AWiON NofarV Public, State of Texas My Clornmission Expires June 27, 2017 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 WESTRAY GROUP, LP, a Texas limited partnership Rayzor Denton Management, LLC, a Texas limited liability company STATE OF TEXAS § COUNTY OF This instrument was acknowledged before me on the ROD _!!!_day of May, 2014 by Philip A. Baker, Vice President of The Rayzor Company, a Texas corporation, as the sole member of Rayzor Denton Management, LLC, a Texas limited liability company, as the sole general partner of Westray Group, LP, a Texas limited partnership, on behalf of said limited partnership. '� i JORDAN COON _. �k Notary Public, State of Texas � ,,r a My Commission Expires 09 -28 -2015 Vy Public, State of Texas Page 20 REIMBURSEMENT AGREEMENT Mr odadWepartment0cpRourdocuments \ordinances112\ecF iv�stp k la'oQrdinance Westray Reim1g%peA,t �gA%e&gWAghendment 6/16/15 ORDINANCE NO. 2012 -366 AN ORDINANCE DESIGNATING AND DESCRIBING THE BOUNDARIES OF A TAX INCREMENT REINVESTMENT ZONE TWO FOR AN INDUSTRIAL DISTRICT OF DENTON, TEXAS; ESTABLISHING THE DURATION OF THE ZONE; ESTABLISHING A TAX INCREMENT FUND; ESTABLISHING A BOARD OF DIRECTORS FOR THE TAX INCREMENT REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas, (the "City "), desires to promote the development of an industrial area within the City of Denton by the creation of a Tax Increment Financing Reinvestment Zone, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, Vernon's Texas Codes Annotated (the "Act"); and WHEREAS, the City has called a public hearing to hear the public comments on the creation of the proposed Tax Increment Reinvestment Zone and its benefits to the City and the property in the proposed Tax Increment Reinvestment Zone; and WHEREAS, notice of such public hearing was published in the Denton Record - Chronicle, a daily paper of general circulation in the City, such publication date being not later than seven (7) days prior to the date of the public hearing; and WHEREAS, such hearing was convened at the time and place mentioned in the published notice, on the 18h day of December 2012, at 6:30 p.m., in Council Chambers of the City of Denton, Texas; and WHEREAS, the City, at such hearing, invited any interested person, or his/her representative, to appear and speak for or against the creation of the Tax Increment Reinvestment Zone the duration of the Tax Increment Reinvestment Zone, the boundaries of the proposed Tax Increment Reinvestment Zone, whether all or part of the territory which is described in Exhibit "A" attached hereto and depicted on the map attached hereto as Exhibit `B" should be included in such proposed Tax Increment Reinvestment Zone, the concept of tax increment financing and the appointment of a board of directors of the proposed Tax Increment Reinvestment Zone; and WHEREAS, all owners of property located within the proposed Tax Increment Reinvestment Zone and all other taxing units and other interested persons were given a reasonable opportunity at such public hearing to protest the creation of the proposed Tax Increment Reinvestment Zone andlor the inclusion of their property in such; Tax Increment Reinvestment Zone; and WHEREAS, the proponents of the Tax Increment Reinvestment Zone offered evidence, in favor of all of the foregoing matters relating to the creation of the Tax Increment Reinvestment Zone, and opponents of the Tax Increment Reinvestment Zone were given the opportunity to appear to contest creation of the zone, after which the hearing was closed; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OFDENTON HEREBY ORDAINS: SECTION 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. Exhibit 1 - Westray Ordinance Westray Reimb�MeAit Agk %e ndment 6/16/15 SECTION 2. The City Council, after conducting such hearing and having heard such evidence and testimony, has made the following findings and determinations based on the evidence and testimony presented to it: a) The public hearing on adoption of the Tax Increment Financing Reinvestment Zone has been properly called, held and conducted and that notice of such hearing has been published as required by law b) Creation of the proposed Tax Increment Reinvestment Zone with boundaries as described in Exhibits "A" and "B" will result in benefits to the City, its residents, and property owners, in general, and to the property, residents and property owners in the Tax Increment Reinvestment Zone. c) The Tax Increment Reinvestment Zone, as defined in Exhibits "A" and "B ", meets the criteria for the creation of a Tax Increment Financing Reinvestment Zone set forth in the Act in that: (i) It is a contiguous geographic area located wholly within the corporate limits of the City. (ii) It substantially impairs or arrests the sound growth of the municipality creating the zone or constitutes an economic or social liability in its present condition and use because of the presence of: a. The area has a predominance of defective or inadequate sidewalks or street layout; and/or b. Predominately open or undeveloped and, because of obsolete platting, deterioration of structures or site improvements, or other factors. (iii) The proposed project plan includes the use of land in the zone with access to an industrial rail spur that serves the park. a) That 30 percent or less of the property in the proposed Tax Increment Financing Reinvestment Zone, excluding property that is publicly owned, is used for residential purposes, which is defined in the Act as any property occupied by a house which has less than five living units. b) The total appraised value of all taxable real property in the proposed Tax Increment Financing Reinvestment Zone according to the most recent appraisal rolls of the City, together with the total appraised value of taxable real property 'in all other existing Tax Increment Reinvestment Zones within the City, according to the most recent appraisal rolls of the City, does not exceed 25 percent of the current total appraised value of taxable real property in the City and in the industrial districts created by the City, if any. c) The improvements in the Tax Increment Reinvestment Zone will significantly enhance the value of all taxable real property in the Tax Increment Financing Reinvestment Zone. Wit-w-wom, .� Exhibit 1 - Westray Ordinance Westray ReimbL eAt %h%eM0AWndment 6/16/15 d) The development or redevelopment of the property in the proposed Tax Increment Financing Reinvestment Zone will not occur solely through private investment in the reasonable foreseeable future. SECTION 3. The City hereby creates a Tax Increment Reinvestment Zone over the area described in Exhibit "A," attached hereto and depicted in the map attached hereto as Exhibit "B," and such Tax Increment Reinvestment Zone shall hereafter be identified as Tax Increment Reinvestment Zone Number Two, City of Denton, Texas (the "Zone" or "Reinvestment Zone "). SECTION 4. There is hereby established a board of directors for the Zone that shall consist of eleven members. The board of directors of Tax Increment Reinvestment Zone Number Two shall be appointed as follows: a) Nine of the eleven member board shall be appointed by the City Council as provided here within sixty (60) days of the passage of this ordinance or within a reasonable time thereafter. All members appointed to the board shall meet the eligibility requirements set forth in the Act. The governing body of Denton County, which levies taxes on real property in Tax Increment Reinvestment Zone Number Two, has the right to appoint a single board member. Rayzor Investments, LLP the "Developer" has the right to appoint a single board member. b) The terms of the board members shall be two -year terms. A board member may serve no more than three consecutive terms. At the first meeting of the Board of Directors, the board members will draw lots to establish the staggering of terms with 5 of the board members serving an initial tern of one year. The City Council shall designate a member of the board to serve as chairman of the board of directors, and the board shall elect from its members a vice chairman and other officers as it sees fit. c) The board of directors shall make recommendations to the City Council concerning the administration of the Zone. It shall prepare and adopt a project plan and Tax Increment Reinvestment Zone financing plan for the Zone and must submit such plans to the City Council for its approval. The board of directors shall possess all powers necessary to prepare, implement and monitor such project plan and financing plan for the Tax Increment Reinvestment Zone as the City Council considers advisable, including the submission of an annual report on the status of the Zone. Any powers not herein delegated to the board of directors are specifically reserved to the City Council. SECTION 5. The Zone shall take effect immediately upon passage of this ordinance, and the termination of the Zone shall occur on December 31, 2036, or at an earlier time designated by subsequent ordinance of the City Council in the event the City determines that the Zone should be terminated due to insufficient private investment, accelerated private investment or other good cause, or at such time as all project costs and tax increment bonds, if any, and the interest thereon, have been paid in full. The base value within the Zone is established as of January 2012. Ordinance Desi¢netine TML City of Denton. Texas Exhibit 1 - Westray Ordinance Westray Reim reAnt ZA,& t nrr�endment 6/16/15 SECTION 6. The Tax Increr 1 ase for° th y, which is the total appraised value of all taxable real property located in the Zone, is to be determined as of December 31, 2012, the year in which the Zone was designated a Tax Increment Reinvestment Zone. SECTION 7. Pursuant to Section 311.013(1) of the Tax Code, the City herby determines that the following portions of the tax increment produced by the City of Denton shall be paid into the tax increment fund for the reinvestment zone: Jurisdiction Years 2012 Tax Rate % of Tax Rate $ /$100 Value City of Denton 1 -10 0.6897500 40 11 -25 0.7197500 40 Denton County 1 -10 0.2828670 40 11 -25 0.3128670 40 SECTION 8. There is hereby created and established a Tax Increment Fund for the Zone which may be divided into such subaccounts as may be authorized by subsequent resolution or ordinance, into which all Tax Increments, less any of the amounts not required to be paid into the Tax Increment Fund pursuant to the Act, are to be deposited. The Tax Increment Fund and any subaccounts are to be maintained in an account at the City Treasurer's affiliated depository bank of the City and shall be secured in the manner prescribed by law for funds of Texas cities. In addition, all revenues from the sale of any tax increment bonds and notes hereafter issued by the City, revenues from the sale of any property acquired as part of the tax increment financing plan and other revenues to be dedicated to and used in the Zone shall be deposited into such fund or subaccount from which money will be disbursed to pay project costs for the Zone or to satisfy' the claims of holders of tax increment bonds or notes issued for the Zone. SECTION 9. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 10. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 18"' day of December 2012. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Ordinance Designating TIRZ City of Denton. Texas Exhibit 1 - Westray Ordinance Westray Reimbg }eAit Nae kigndment 6/16/15 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY •_ Exhibit 1 - Westray Ordinance Westray ReimbgA %gent [Oneee (Trgn Amendment 6/16/15 EXHIBIT A CITY OF DENTON TAX INCREMENT REINVESTMENT ZONE No. 2 BOUNDARY DESCRIPTION TRACT No.1 BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right -of- way line of Airport Road, the POINT OF BEGINNING; THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport); THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest comer and the south right- o-=way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast comer and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; Exhibit 1 - Westray Ordinance Westray Reimboa%ReAt �8fi %e6M"Wndment 6/16/15 THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest comer of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right - of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast comer and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalshi, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; Exhibit 1 - Westray Ordinance Westray ReimbEAS%t %k%eMM ndment 6/16/15 THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd, to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 3 1.3 05 acre E. Puchalski; Tract 527, 528, and 529. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned. 3 91 M CHRISTAJ i9r, AIRPIRT Legend N TIRZ Boundary This map is a graphic representation prepared by the City c o, f Denton and is intended for use only as a reference. Data Property Description + depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Government Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the Real Acreage Rangeland produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. Commercial Vacant Lot 0 412.5825 1,650 2,475 3,300 Real Farmhouse t NTON — Feet Exhibit I - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit B Description of the Rayzor Property The Rayzor Property is the property described or depicted in the Final Plan; provided, however, the Rayzor Property does not include land previously conveyed to PACCAR INC under instrument recorded as Document No. 2014-10033 of the Official Records of Denton County, Texas. Page 22 REIMBURSEMENT AGREEMENT sMegahour documentslordinanceAlMdent� cc��art i�atJ . ldcxWestray Ordinance es ay im ur ement Agreement Amendment 6/16/15 Exhibit C - County Participation Agreement ORDINANCE NO. 2013 -033 AN ORDINANCE ACCEPTING AN AGREEMENT WITH DENTON COUNTY TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER TWO; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TAKE OTHER ACTIONS NECESSARY TO ADMINISTER THE TAX INCREMENT REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in accordance with the provisions of the Tax Increment Financing Act, Texas, Tax Code, Chapter 311 ( "the Act "), the Denton City Council approved Ordinance No. 2012 -366 on December 18, 2012, creating, establishing and designating "Tax Increment Reinvestment Zone Number Two, City of Denton, Texas" (hereinafter called the "TIRZ ") under the Act; and WHEREAS, the Denton County Commissioners Court recognize that participation in the TIRZ will have the desired effect of developing and redeveloping portions of the County to the benefit of all taxing units which levy taxes in the TIRZ; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Manager, or his designee, is hereby authorized to execute an Agreement to Participation in the Tax Increment Reinvestment Zone Number Two with Denton County and to make expenditures in accordance with the terms set forth in the attached Participation Agreement. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of _ _ , 2013. BY: t Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit C - County Participation Agreement City of Denton And Denton County Agreement to Participate In Tax Increment Reinvestment Zone, Number Two, City of Denton THIS AGREEMENT, ( "Agreement ") is made and entered into by and between the City of Denton ( "the City "), a municipal corporation, and Denton County, ( "the County "), Texas. WITNESSETH: WHEREAS, in accordance with the provisions of the Tax Increment Financing Act, Texas, Tax Code, Chapter 311 ( "the Act "), the Denton City Council adopted an Ordinance ( "the Ordinance ") on the 180' day of December, 2012, in the form attached hereto as Exhibit "A" and incorporated herein by reference, creating, establishing and designating "Reinvestment Zone Number Two, City of Denton, Texas" (hereinafter called the "Reinvestment Zone ") under the Act; and WHEREAS, the City also adopted a preliminary Project Plan and Financing Plan (collectively "the Plan ") for the Reinvestment Zone in substantially the form of the Plan attached hereto as Exhibit `B" and incorporated herein by reference; and WHEREAS, the Act provides that each taxing unit levying taxes on real property in a Tax Increment Reinvestment Zone (hereinafter called a "TIRZ ") is not required to pay into the Tax Increment Fund (hereinafter called a "TIF ") any of its tax increment produced from property located in the TIRZ unless such taxing unit enters into an agreement to do so with the governing body of the municipality that created the TIRZ; and WHEREAS, an agreement to participate in a TIRZ created under the Act may be entered into any time before or after the TIRZ is created, and such agreement may include any conditions for payment of the tax increment into the TIF and must specify the portion of the tax increment to be paid into the TIF and the years for which that tax increment is to be paid into the TIF NOW, THEREFORE, the City and the County, in consideration of the terms, conditions, and covenants contained herein, hereby agree as follows; Section 1. The City and the County hereby agree to pay into the TIF established by the City for the Reinvestment Zone a percentage of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone as follows and subject to the following terms and conditions. a. City of Denton. The City hereby agrees to pay into the TIF, forty percent (40 %) of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone from the date the Reinvestment Zone is established until the City of Denton — TIRZ #2 - Page 1 of 8 Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit C - County Participation Agreement earlier of. (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. b. Denton County. The County hereby agrees to pay into the TIF, forty percent (40 %) of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone from the date the Reinvestment Zone is established until the earlier of: (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. In no event will the County be liable for payment of ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone after December 31, 2037. C. Boundary. The boundaries of the Reinvestment Zone are and shall be those boundaries described in the Ordinance, or an amendment thereto revising the boundaries duly approved by the Reinvestment Zone Board of Directors and the City Council of the City. d. Purpose and Program. Street, utility, drainage improvements and industrial projects are to be constructed as nearly as possible in conformity with the Plan. Any additions, changes, revisions or modifications to the Plan made after the date of this Agreement may only be made by the Board of Directors of the Reinvestment Zone and the City Council of the City. e. Total Taxable Value. The real property within the boundaries of the Reinvestment Zone is to be the total taxable value as of January 1, 2012, for ad valorem tax purposes and for establishing the tax increment base referenced in Section 311.012 of the Act. L Bond Limit. The Denton City Council and the Denton County Commissioners Court shall have the authority to authorize the total principal amounts of bonds or notes. g. Use of TIF Funds. All amounts paid into the TIF shall be used solely to pay or reimburse cash expenditures for project costs or the principal of and interest on any tax increment bonds or notes issued to finance project costs under the A,:'. and to pay direct costs properly chargeable under the Act and under generally accepted accounting principles to the administration of the Reinvestment Zone, all in accordance with the Plan. h. Deposit of TIF Funds. The City and the County shall provide for the collection of its taxes in the Reinvestment Zone as for any other property taxed by the City or the County. Each participating taxing authority shall pay into the TIF an amount equal to the tax increment produced by the authority. The City shall invoice the County City of Denton — TIItZ #2 - Page 2 of 8 Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit C - County Participation Agreement not later than thirty (30) days after the delinquency date of property ta%(;.i in the Reinvestment Zone. Pursuant to the Act, (Section 311.013(c)) the City and the County shall make payment to the TIF, pursuant to this Agreement, not later than ninety (90) days after the delinquency date of property taxes in the Reinvestment Zone. i. Limits of Obligation of the County. Except for payment to the TIF of the County ad valorem tax collections on the total taxable value of real property in the Reinvestment Zone the County shall have no obligation for any costs or expenses associated with the operation of the Reinvestment Zone, including, without limitation, any obligation to pay or repay any debt issued by the City, the Reinvestment Zone, or the Board of Directors of the Reinvestment Zone relating to the Reinvestment Zone or any costs associated with the operation of the Reinvestment Zone or any projects relating thereto. The County is not required to pay into the TIF the applicable portion of the tax increment that is attributable to delinquent taxes. j. Board of Directors. The Reinvestment Zone's Board of Directors (hereinafter referred to as "the Board ") was established as provided in Section 4 of Ordinance 2012 -366. Nine (9) of the eleven (11) member Board shall be appointed by the Denton City Council within sixty (60) days of the passage of the Ordinaace or within a reasonable time thereafter. All members appointed to the Board shall meet the eligibility requirements set forth in the Act. The terms of Board members shall be two -year terms. A Board member may serve no more than three (3) consecutive terms. At the first meeting of the Board, the Board members will draw lots to establish the staggering of terms with five (5) of the Board members serving an initial tern of one (1) year. The Denton City Council shall designate a member of the Board to serve as chairman of the Board, and the Board shall elect from its members a vice chairman and other officers as it sees fit. The Board shall make recommendations to the Denton City Council concerning the administration of the Reinvestment Zone. It shall prepare and adopt a project plan and Reinvestment Zone financing plan for the Reinvestment Zone and must submit such plans to the Denton City Council for its approval. The Board shall possess all powers necessary to prepare, implement and monitor such project plan and financing plan for the Reinvestment Zone as the Denton City Council considers advisable, including the submission of an annual report on the status of the Reinvestment Zone. Any powers not herein delegated to the Board are specifically reserved to the Denton City Council. k. Denton Independent School DistrictIDfSD" Representation. The DISD has chosen not to participate in the Reinvestment Zone and shall not have the right to appoint a voting member on the Board of the Reinvestment Zone. City of Denton — TIRZ 42 - Page 3 of 8 Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit C - County Participation Agreement 1. County Representation. The County shall have the right to appoint and maintain one (1) voting member on the Board of the Reinvestment Zone at all times. m. City Representation. The City shall have the right to appoint and maintain nine (9) voting members on the Board of the Reinvestment Zone at all times. n. Other. Rayzor Investments, LLC, shall have the right to appoint and maintain one (1) voting member on the Board of the Reinvestment Zone at all times. Section 2. The City agrees that City bonds or tax increment bonds of the Reinvestment Zone will not be issued to finance projects contemplated in the Plan until (a) a final Plan has been prepared and adopted by the Board of the Reinvestment Zone and approved by the Denton City Council, and (b) the City has furnished documentation, evidence and assurances satisfactory to the Board of the Reinvestment Zone to the effect that funds necessary to support cash expenditures and the retirement of tax increment bonds will be available either from revenues of the TIF or from other funds provided by the City. Section 3. This Agreement shall become effective as of the date of the final signature hereto and shall remain in effect until the earlier of: (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. Section 4. To the extent of their respective liabilities, the City and the County shall be responsible for the sole negligent acts of their officers, agents, employees or separate contractors. In the event of joint and concurrent negligence of both the City and the County, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without however, waiving any governmental immunity available to the City and the County under Texas law and without waiving any defenses of the parties under Texas law. Section 5. This Agreement shall be administered by the City Manager or his designee. Section 6. Whenever this Agreement requires or permits any consent, approval, notice, request, proposal, or demand from one party to another, the consent, approval, notice, request, proposal, or demand must be in writing to be effective and shall be delivered to the party intended to receive it at the addresses shown below or to such other addresses as the parties may request, in writing from time to time: If intended for the City of Denton, to: City Manager City of Denton, Texas 215 E. McKinney Denton, Texas 76201 City of Denton — TIRZ #2 - Page 4 of 8 Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit C - County Participation Agreement If intended for Denton County, to: County Judge Denton County, Texas 110 West Hickory Street, 2 °d Floor Denton, Texas 76201 -4168 Section 7. This Agreement is made subject to the provisions of the Charter and Ordinances of the City, as amended; the policies of the County; the Texas Constitution, codes, and statutes; and all other applicable state and federal laws, regulations and requirements, as amended. Venue shall be exclusively in Denton County, Texas. Section 8. This Agreement embodies the complete understanding of the City and the County with respect to the subject matter hereof superceding all oral or written agreements between the parties relating to all matters herein. The Agreement may be amended, modified, or supplemented only by an instrument in writing executed by the City and the County. Section 9. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other provision. It is the intention of the parties that each provision herein shall be constraed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under applicable law. Section 10. Failure of either party hereto to insist on the strict performance of any of the covenants or agreements .herein contained or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Section 11. No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees or agents as a result of its execution of this Agreement and performance of the covenants contained herein, Executed in triplicate this the Rh*day of fbr� 201, , by the City, signing by and through its City Manager, approved on S , 20 V, -,and on the 21 st day of December, 2012, by the County through its duly authorized officials by approval at a duly called and noticed County Commissioners meeting on December 21, 2012, CITY OF DENTON, TEXAS George Campbell, City Manager DEN'FON COUNTY, TEXAS Mary Horn, C i tty Judge City of Denton — TIRZ #2 - Page 5 of 8 Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit C - County Participation Agreement ATTEST: ATTEST: VIIVr VtVs, City Secretary Denton County Clerk City of Denton — T1RZ #2 - Page 6 of 8 Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit C - County Participation Agreement EXHIBIT A • Ordinance (see "Ordinance" tab) City of Denton — TIRZ #2 - Page 7 of 8 Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 EXHIBIT B Project Plan (see "Project Plan" tab) Finance Plan (see "Finance Plan" tab) City of Denton — TIRZ #2 - Page 8 of 8 Exhibit 1 -MMV Ordinance Westray Reimbursement Agreement Amendment 6/16/15 PROJECT PL — DENTON TIRZ NO. 2 O1 Prepared October 2012 Finalized May 2014 •. lows George R. Schrader Larry D. . 4800 Broadway, Ste A Addison, TX 75001 972 -661 -1973 sc clikswbell.net October Exhibit 1 - ffNWtQ Ordinance Westra Reimbursement Agreement Amendment 6/16/15 PROJECT PL — DENTON TIRZ NO.2 The City of Denton, Texas proposes to establish a Tax Increment Reinvestment Zone ( "TIRZ ") for the purpose of dedicating the increase in tax revenue generated within the TIRZ to provide funds for public infrastructure to encourage accelerated development in the largest industrially zoned area within the City. The TIRZ consists of approximately 800 acres and is more fully described in Project Plan Exhibit A. The City is creating this TIRZ to encourage accelerated development in this area of the City in an effort to stimulate new higher value, industrial development which would benefit and be incentivized from the proposed public infrastructure improvements. It is expected that the TIRZ will exist for twenty (25) years or the date when all project costs are paid, whichever comes first. As set forth in Section 311.011 of the Tax Increment Financing Act of the Texas Tax Code Ann., the Project Plan for Tax Increment Reinvestment Zone No. 2, Denton, Texas must and does include the following elements: showing proposed improvements to and proposed use of the property. • The boundaries of the TIRZ are shown on the map labeled Project Plan Exhibit: B; • Project Plan Exhibit: C shows existing land use within the TIRZ. Currently, the area is an industrial park that is generally undeveloped. Residential and multi- family development are not included in the list of eligible projects and TIRZ funds will not be used to reimburse the costs associated with any residential or multi- family development. ■ Project Plan Exhibit: DI lists and defines the public improvements being proposed for the TIRZ; ■ Project Plan Exhibit: D2 illustrates the major public improvements being proposed in the TIRZ. ■ Project Plan Exhibit: E shows anticipated Future Land Use within the TIRZ. Exhibit 1 - BM3M(Q Ordinance Westra Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 2. Proposed changes of zoning ordinances, the master plan of the municipality, building codes, and other municipal ordinances. ■ Any changes to codes, ordinances, or master plan as a result of the creation of the TIRZ will be made through the standard process and procedures of the City. 3. A list of estimated non- project costs. ■ Non - project costs within the TIRZ are those infrastructure costs not paid for by the TIRZ. These costs will include, but are not limited to streets, utilities and drainage associated with residential and multi- family development. 4. A statement of a method of relocating persons to be displaced as a result of implementing the plan. ■ Although not anticipated, in the process of developing the TIRZ, any relocation will be made through the standard process and procedures of the City. 2 Exhibit 1 - 4obttvj Ordinance Westray Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 I: =!M '! 1 rY1TO I M 1 THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and the south right -of -way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21 a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; 3 Exhibit 1 -RVbdttQ Ordinance Westra Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right - of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast corner and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalski, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; 4 Exhibit 1 - VoMte Ordinance Westray Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd. to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned. Exhibit 1 {MbJr4Dj Ordinance Westray Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 I*111 I aY TIRZ Boundary Exhibit B: r This map is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet 0 Exhibit 1 -000Q Ordinance Westray Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 EXHIBIT C Existing Land Use This map is a graphic representation prepared by the City of Denton and Is Intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet Commercial Vacant Lot 4. j Real Farmhouse DENTO 7 Exhibit 1 {b1r4Dj Ordinance Westray Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 I" . �; 1 Project P , PROJECT ESTIMATED COST Street Improvements and Traffic Signals $6,000,000 Utility / Drainage Improvements $5,000,000 Landscaping, Irrigation, and Entry $500,000 Monuments Engineering /Architecture and other soft $1,500,000 costs Support for Industrial Projects $1,275,430 TOTAL $14,275,430 Project Definitions Street Improvements and Traffic Signals: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of Transportation. Utilities and Drainage: includes the extension of water and wastewater lines along the right -of- ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Landscging, Irrigation, and Entry Monuments: includes all landscaping and irrigation required to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd. Engineering/Architecture, and other soft costs: professional services necessary to cause and support all described infrastructure improvements. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. Exhibit 1 - [�~a Ordinance Westray Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 IWq 00 8 11' Project Plan Prcqects Exhibit • Projects This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted, For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the Skate of Texas would need to be performed Exhibit 1 -VoNtay Ordinance Westray Reimbursement Agreement Amendment 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 Future Land Use EXHIBIT E This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy. supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 10 Exhibit 1 -gqp Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Prepared October 1 Finalized May 2014 • . 1111111111i Ill 111 11111111q, 2111 1 • George . Schrader Larry D. Cline 4800 Broadway, Ste A Addison, TX 75001 972 -661 -1973 sc clikswbell.net Exhibit 1 - EWObtro Ordinance Westray Reimbursement Agreement Amendment 6/16/15 October I The Financing Plan provides information on the projected monetary impact that the formation of the Tax Increment Reinvestment Zone (TIRZ) could have on the property described in Finance Plan Exhibit: A and shown in Finance Plan Exhibit: B. It will also describe how that impact can be utilized to enhance the area and region through leveraging the resources of each entity that participates in the project. Below is a summary of the Financing Plan items required by law. 1. The proposed public improvements in the TIRZ may include: • Capital costs, including the actual costs of the construction of public works, public improvements, new buildings, structures, and fixtures; and the actual costs of the acquisition of land and the clearing and grading of land; • Financing costs, including all interest paid to holders of evidences of indebtedness or other obligations issued to pay for project costs and any premium paid over the principal amount of the obligations because of the redemption of the obligations before maturity; • Any real property assembly costs; • Professional service costs, including those incurred for architectural, planning, engineering, and legal advise and services; • Any relocation costs; • Organizational costs, including costs of conducting environmental impact studies or other studies, the cost of publicizing the creation of the TIRZ, and the cost of implementing the project plan for the TIRZ; • Interest before and during construction and for one year after completion of construction, whether or not capitalized; • The amount of any contributions made by the municipality from general revenue for the implementation of the project plan; • Imputed administrative costs, including reasonable charges for the time spent by employees of the municipality in connection with the implementation of a project plan; • The cost of operating the TIRZ and project facilities; and • Payments made at the discretion of the governing body of the municipality that the municipality finds necessary or convenient to the creation of the TIRZ or to the implementation of the project plans for the TIRZ. Exhibit I -Mbtt4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 FINANCE PLAN — DENTON TIRZ NO. 2 J Igirgalwil IIIIIIIII III I III I I I r. mum= are included in Finance Plan Exhibit: C 2. Estimated Project Cost of TIRZ, including administrative expenses. • Project costs are estimated at approximately $14.28 million dollars. Specific cost estimates are included in Finance Plan Exhibit: C. 3. Economic Feasibility Study. • An economic feasibility analysis has been completed and is included as Finance Plan Exhibit: D. 4. The estimated amount of bonded indebtedness to be incurred. Initial project costs are to be advanced by a Developer. The City of Denton may consider issuing bonds when tax increment funds exceed the amount necessary to support debt service to reimburse the Developer. 5. The time when related costs or monetary obligations are to be incurred. • Please refer to Finance Plan Exhibit: C for details regarding the type of improvement costs anticipated. The Developer intends to begin construction of the projects in 2014, with a completion date of 2015. Annual TIRZ reimbursement payments will be provided to the Developer once the minimum improvements are completed. 6. A description of the methods of financing all estimated project costs and the expected sources of revenue to finance or pay project costs including the percentage of tax increment to be derived from the property taxes of each taxing unit on real property in the TIRZ. • Project costs will be financed through loans advanced by developers or by the use of tax increment funds received on a pay-as-you-go basis. No new debt is envisioned at the beginning of the TIRZ term, but bonds may be issued at a later date when adequate tax increment has been created to the support debt service. The revenue sources will be the real property taxes captured by the TIRZ, which will account for 100% of revenues used to fund project costs or bond debt service. For the Financial Plan, the City and Denton County will participate at a rate of 40% for twenty-five (25) years. 7. The current total assessed value of taxable real property in the TIRZ. • The current assessed base value of the taxable real property in the TIRZ using the 2012 certified values provided by the Denton Central Appraisal District is $ 119,458. (*NOTE: this value represents an Ag Exemption) 8. The estimated assessed value of the improvements in the TIRZ during each year of its existence. • The estimated assessed value of the improvements in the TIRZ per year is listed in the following FINANCE PLAN TABLE 1. Exhibit 1 -H9a bita Ordinance Westray Reimbursement A reement Amendment 6/16/15 FINANCE PLAN - BENTON TIRZ NO.2 Assessed Real Property Including Anticipated New Development Years 0 TOTAL TOTAL TOTAL DEVELOP - ANNUAL CUMULATIVE ROLLBAC CUMULATIVE YEAR MENT LAND VALUATION VALUATION$ K AND $M $M $M ROLLBACK $M 2012 2013 $0.72 $0.72 $0.72 $1.44 $2.16 2014 $11.59 $0.72 $12.31 $13.03 $2.16 $14.47 2015 $11.59 $0.72 $12.31 $25.34 $2.88 $27.50 2016 $11.59 $0.72 $12.31 $37.65 $3.60 $40.53 2017 $11.59 $0.72 $12.31 $49.96 $3.60 $53.56 2018 $11.59 $0.72, $12.31 $62.27 $3.60 $65.87 2019 $11.59 $0.72 $12.31 $74.58 $3.60 $78.18 2020 $11.59 - $0.72 $12.31 $86.89 $3.60 $90.49 2021 $11.59 $0.72 $12.31 $99.20 $3.60 $102.80 2022 $11.59 $0.72 $12.31 $111.51 $3.60 $115.11 2023 $11.59 $0.72 $12.31 $123.82 $3.60 $127.42 2024 $11.59 $0.72 $12.31 $136.13 $3.60 $139.73 2025 $11.59 $0.72 $12.31 $148.44 $3.60 $152.04 2026 $11.59 $0.72 $12.31 $160.75 $3.60 $164.35 2027 $11.59 $0.72 $12.31 $173.06 $3.60 $176.66 2028 $11.59 $0.72 $12.31 $185.37 $3.60 $188.97 2029 $11.59 $0.72 $12.31 $197.68 $3.60 $201.28 2030 $11.59 $0.72 $12.31 $209.99 $3.60 $213.59 2031 $11.59 $0.72 $12.31 $222.30 $3.60 $225.90 2032 $11.59 $0.72 $12.31 $234.61 $3.60 $238.21 2033 $11.59 $0.72 $12.31 $246.92 $3.60 $250.52 2034 $11.59 $0.72 $12.31 $259.23 $3.60 $262.83 2035 $11.59 $0.72 $12.31 $271.54 $3.60 $275.14 2036 $11.59 $0.72 $12.31 $283.85 $3.60 $287.45 TOTAL $266,570,000 $17,280,000 $283,850,000 $82,080,000 Exhibit 1 b1rQj Ordinance Westray Reimbursement Agreement Amendment 6/16/15 FINANCE PLAN - DENTON TIRZ NO.2 The estimated annual incremental funds available from future development in the TIRZ are listed in the following table. TABLE 2 Annual Incremental Funds Provided for TIRZ No. 2 Years 2012 -2037 CITY COUNTY TOTAL TIRZ CUMULATIVE YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ CONTRIBUTIONS $K $K $K $K 2012 _2013 2014 __ .. ���.ee . . . ...w��$5.97���...a- ..... $0.82 $6.79 $6.79 2015 $41.92 $14.75 $56.67 $63.46 2016 $77.87 $28.68 $106.55 $170.01 2017 $113.81 $42.60 $156.41 $326.42 2018 $147.78 $56.53 $204.31 $530.73 2019 $181.74 $70.46 $252.20 $782.93 2020 $215.70 $84.39 $300.09 $1,083.02 2021 $260.52 $108.74 $369.26 $1,452.28 2022 _ $295.96 $124.15 $420.11-1- JNF$1,872.39 2023 $331.40 $139.55 $470.95 $2,343.34 2024 $366.84 $154.96 $521.80 $2,865.14 2025 $402.28 $170.36 $572.64 $3,437.78 2026 $437.72 $185.77 $623.49 $4,061.27 2027 $473.16 $201.17 $674.33 $4,735.60 2028 ww....... $508.60 wwww. $216.58 $725.18 $5,460.78 2029 $544.04 $231.98 $776.02 $6,236.80 2030 $579.48 $247.39 $826.87 $7,063.67 2031 $614.92 $262.79 $877.71 $7,941.38 2032 $650.36 $278.20 $928.56 $8,869.94 2033 $685.80 $293.61 $979.41 $9,849.35 2034 _ _. ................ ..............................$ 721.24 .,...................__....... $309.01 $1,030.25 $10,879.60 2035 $756.68 $324.42 $1,081.10 $11,960.70 2036 $792.12 $339.82 $1,131.94 $13,092.64 2037 $827.56 $355.23 $12182.79 $14,275.43 TOTAL $10,033,470 $4,241,960 $14,275,443O 2012 TIRZ CONTRIBUTION TAX RATE / $100 VALUATION Tax Rate / Years 1 - 10 Years 11 -25 $100 Valuation City of Denton $0.6897500 $0.2759000 $0.2879000 Denton Countv $0.2828670 $0.1131468 $0.1251468 Exhibit I -EkMbtt4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 FINANCE PLAN — DENT ON TIRZ NO. 2 The TIRZ was created in 2012. The TIRZ will exist for twenty-five (25) years with termination of the TIRZ set as 2036 or the date when all project costs are paid and any debt is retired, whichever comes first. 0 Exhibit 1 -L$ "Mte Ordinance Westray Reimbursement Agreement Amendment 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 Boundary Description .. # ►8 BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right -of -way line of Airport Road, the POINT OF BEGINNING; THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport); THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and the south right -of -way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21 a to the northwest corner of the 10 acre B.b.b, Tract 21 a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right -of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; 7 Exhibit 1 EWMIrgly Ordinance Westray Reimbursement Agreement Amendment 6/16/15 FINANCE PL — DENTON TIRZ NO.2 THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast corner and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalshi, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; 8 Exhibit 1 Ftr ®y Ordinance Westray Reimbursement Agreement Amendment 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd. to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned.. W Exhibit 1 Eli 6hilrRy Ordinance Westray Reimbursement Agreement Amendment 6/16/15 FINANCE PLAN - DENTON TIRZ NO.2 EXHIBIT Property oary Map Exhibit B: Westpark TIRZ This map is a graphic representatlon prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy. supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 10 Exhibit 1 E~Sy Ordinance Westray Reimbursement Agreement Amendment 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 I *14 1 i : Ii�[I �7 Project l PROJECT ESTIMATED COST Street Improvements and Traffic Signals $6,000,000 Utility / Drainage Improvements $5,000,000 Landscaping, Irrigation, and Entry $500,000 Monuments Engineering /Architecture and other soft $1,500,000 costs Support for Industrial Projects $1,275,430 ........... TOTAL — — — --------- .. $14,275,430 Street Improvements and Traffic Signals: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of Transportation. Utilities and Drainage: includes the extension of water and wastewater lines along the right -of -ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Landscaping Irrigation, and Entry Monuments: includes all landscaping and irrigation required to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd. Engineering/Architecture, _ and other soft costs: professional services necessary to cause and support all described infrastructure improvements. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. 11 Exhibit 1 EYMMstr®y Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Finalized Prepared October 2012 May 2014 George R. Schrader Larry D. Cline r t7n, IN 1I in � . , ,. Exhibit I EVMArW Ordinance Westray Reimbursement Agreement Amendment 6/16/15 INDEX Page Index 1 Forward 2 Section I: HISTORY 3 Section II: CURRENT CONDITION / SITUATION 4 Section III: TAX INCREMENT ANALYSIS 6 Section IV: TABLES 1 11 TABLE I — Development Valuation Increase 12 TABLE 2 — Land Valuation Increase 13 TABLE 3 — Business Personal Property Valuation Increase 14 TABLE 4 — Rollback Valuation Increase 15 TABLE 5 — Total Increase TIRZ Valuation 16 TABLE 6 — City of Denton Revenues/Contributions 17 TABLE 7 — Denton County Revenues/Contributions 18 TABLE 8 — TIRZ Funding from City and County 19 Exhibit I EMWIDy Ordinance Westray Reimbursement Agreement Amendment 6/16/15 rL' : i) Section I summarizes the history of Denton. Section II is a brief discussion of the current condition/situation. Section III details the tax increment analysis. Section IV contains Tables. The following projections of development and tax revenues are subject to change. As underlying conditions in the national and regional economy change, the pace and value of new development projected for the TIRZ area may shift. Future property tax rates are particularly difficult to predict given their dependence on changes in the tax base, the mix of taxes levied and the various jurisdictions' overall fiscal and budgetary policies. Thus, the projected tax increments are subject to change. The analysis of future tax increment funds is dependent on a series of projections, assumptions, and other inputs. As a result, the report should be reviewed in totality. Neither this report nor its conclusions may be referred to or included in any prospectus or part of any offering made in connection with private syndication of equity, sale of bonds, sale of securities or sale of participation interests to the public without express written approval. P Exhibit 1 $ bttJij Ordinance Westray Reimbursement Agreement Amendment 6/16/15 SECTIONI.- HISTORY Denton, the county seat of Denton County, is located on IH 35, less than forty miles north of Dallas and Fort Worth. Because of its proximity, Denton has become closely associated with the Dallas - Fort Worth metropolitan area. The City was founded in 1857 in order to become the county seat, because it was located near the center of the County. Although established in 1857, and with a courthouse built on the north side of the square, it was not until 1866 that Denton was incorporated. In its early years, Denton grew slowly, but that changed with completion of the Texas and Pacific Railway and the Missouri, Kansas and Texas Railway through Denton in 1881. With only north and south rail connections, however, the town did not develop as a manufacturing and wholesale center. The next spur to Denton's growth came in 1890 with the opening of North Texas Normal College (now the University of North Texas) and in 1903 with the opening of the Girls Industrial College (now Texas Woman's University). With these developments as catalysts, the City grew from a population of 1,194 in 1880 to 2,558 in 1890 and subsequently, over time, to a population of 26,844 in 1960 and to 48,063 in 1980. Proximity to Dallas and Fort Worth, with good interstate highway connections, played a major role in this growth. Steady and at times rapid growth of enrollment at the two universities was important also. Additionally, after 1974 the City added many new residents as a result of the opening of Dallas - Fort Worth International Airport, which is closer to Denton than to many parts of Dallas and Fort Worth. Many airline employees and executives who traveled for major companies took up residence in Denton. The City of Denton has also benefitted from the continued rapid growth of the metropolitan area and as this growth has moved northward, the City has grown in population from 80,537 in 2000 to 113,383 in 2010 to a 2011estimated 117,187, according to the U.S. Census Bureau. Denton ranked seventh among the fastest growing cities in the nation for populations over 100,000 persons in 2011. 9 Exhibit 1 - EAdleM4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 While Denton's industrially zoned area has grown along with its population, the area has reached a point where future industrial growth is limited. One of the primary reasons for the limitation is the lack of infrastructure. Although there are several hundred acres available for development, the lack of adequate roads, water, sewer and drainage improvements creates a situation where development costs are too high for most projects. The City of Denton has the potential, the need and the desire to undergo a successful development of its industrial area. To begin the effort, the City constructed a section of a road connecting two major highways and bisecting the industrially zoned property in 2010. However, funds were not sufficient to build the road at full capacity or to provide water, sewer and drainage improvements. The major property owner of over 800 acres in the City's industrially zoned property approached the City suggesting a public /private partnership to spur development. The property owner indicated a willingness to construct the necessary infrastructure improvements which would provide assistance and stimulus for new development in this area. In return, the property owner requested the City of Denton and Denton County consider the creation of a Tax Increment Reinvestment Zone (TIRZ) to provide an opportunity for the property owner to recoup some or all of the investment. The proposal was submitted to the Economic Development Partnership Board (EDPB), who reviewed it in detail. On August 7, 2012, the EDPB made a formal recommendation to the City Council that the City and Denton County consider participation in a TIRZ to enhance the City's ability to grow its corporate and industrial base. The EDPB recommended a twenty -five year term for the TIRZ with participation by the City and County at 40 %. Based on the EDPB recommendation, the City of Denton is proposing creation of a TIRZ for the industrially zoned area. The "defined area" of approximately 800 acres is all under the ownership of one entity. New private development and redevelopment expected to occur as a result of public improvements funded by the TIRZ will increase property values and tax income as well as bolster Business Personal 4 Exhibit 1 - 91te Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Property (BPP) value and its related tax income for all taxing jurisdictions. TIRZ has been used in many other cities and is a proven method to stimulate private development and redevelopment growth sooner, rather than later, and in many cases will stimulate growth in value which might never occur without public improvements funded by the TIRZ. Exhibit I -ENIMtq Ordinance Westray Reimbursement Agreement Amendment 6/16/15 SECTIONIII.- TAXINCI?EMENTANALYSIS This section documents the detailed analysis and inputs used to generate the tax increment revenue estimates. Tax Increment Financing involves: ■ Designating an eligible redevelopment area as a Tax Increment Reinvestment Zone; ■ Soliciting participation of other taxing jurisdictions; ■ Setting the assessment base at the level of the most recent assessment; and ■ Placing tax revenues generated by the increase in assessed value in a tax increment fund for funding public improvements. Thus, future tax increment revenues depend on four elements: ■ The timing and added value of new development; ■ Appreciation of existing land and improvements; ■ The loss of value from any existing improvements demolished to make way for new development; and ■ Future tax rates and the percentage of participation of each taxing jurisdiction. Assessment policies typically set building assessments at 100 percent of fair market value, which are generally comparable to construction costs for new construction. Assessed values are established as of January I of the tax year. Thus, development in 2012 goes on the tax rolls for the Tax Year 2013. In this analysis, to be conservative, no increase in value on redevelopment or new development after completion has been included. In addition, only a portion of the taxes from increases in real property values for the City of Denton and Denton County are directed to the TIRZ Fund. Taxes from the remaining portion on real and all business personal property values will flow to the City and County. All taxes from increases in real property values will flow to the other taxing jurisdiction (Denton Independent School District). Sales tax income generated from the area will flow to the City of Denton. The land valuation within the TIRZ boundary has continued to decrease in valuation over the past five years. The total assessed land valuation in 2007 was $69,790 and in 2012 is $65,370, a decrease of $4,420. M Exhibit 1 -EAWR Ordinance Westray Reimbursement Agreement Amendment 6/16/15 The property contains one single family dwelling currently valued at $54,366, which brings the total 2012 taxable value of the property within the TIRZ boundary to $119,458. For the purposes of this tax increment analysis, the initial tax base for the Tax Increment Fund is assumed to be $119,458. Taxes on the amount of base tax value will continue to flow to all taxing jurisdictions during the 25 -year life of the TIRZ. The increase in value as a result of development within the TIRZ boundary is expected to be created in four different categories: 1. Development /real improvements expected to occur within the TIRZ boundary; 2. Business personal property_ associated with new development; 3. Land value increases expected as properties are sold and removed from the current Ag Exemption; 4. Rollback taxes - one -time revenue paid as property is removed from the current Ag Exemption. Each of these will be discussed in more detail in the following sections. Development/Real Improvements With the stimulus provided by the planned infrastructure improvements and recent development created surrounding this TIRZ, this analysis assumed that a level of development within the TIRZ at build -out would equal $289,629,330 and would take approximately 25 years to complete. to multi - family construction, which is not an eligible use for proposed TIRZ participation. 7 ESTIMATED VALUE PER SITE USE ACRES VALUATION BLDG SQ FT SQUARE FEET Industrial 236.18 4,116,200 $30.00 $123,456,000 Rail Served 180.72 3,148,865 $30.00 $94,465,950 Mixed Use* 219.49 2,390,246 $100.00 $71,707,380* TOTALS 636.39 9,654,312 $289,629,330 *Mixed Use Sites valuation reflects 30% of total valuation created. assuminiz 70% of mixed use development is dedicated to multi - family construction, which is not an eligible use for proposed TIRZ participation. 7 Exhibit 1 - E$Mbttg Ordinance Westray Reimbursement Agreement Amendment 6/16/15 To arrive at an annual increase in valuation due to new development, this feasibility plan assumes that 1/251h of this valuation, or $11,585,173, will be added each year. The value created over the life of the TIRZ by new development is shown in attached Table 1. Land Valuation Increase Currently, all of the land within the TIRZ boundary has an Ag Exemption. At the time it is sold for development, the exemption will be removed and the valuation will reflect the market value of the land. In order to determine the estimated land valuation to be created in the TIRZ, City staff compiled an average acre value from the surrounding businesses to arrive at a value of $37,519 per acre. With an estimated 19.31 acres being developed each year, Table 2 shows the impact of adding $724,492 in new value each year. Business Personal Property In order to determine the estimated business personal property value to be captured within this industrial TIRZ, City staff compiled an average of five existing companies (two manufacturers and three warehouse /distribution centers) and determined that business personal property for these companies is 191% more than the real property values (land and improvements). A more conservative percentage of 150% has been applied to the value created by the industrial and rail served sites, and only 50% to the commercial value created within the mixed use area. Revenues from business personal property valuation will not be included in the TIRZ funding. However, it is included in this feasibility plan as this revenue will flow to the taxing entities at 100 percent. The value created over the life of the TIRZ by business personal property is shown in attached Table 3. Rollback Tax Revenue As stated in the previous section, the entire TIRZ area receives an Ag Exemption on the undeveloped land. The owner's cattle are grazing the pasture land. As property is developed, the pasture land will assume its market valuation under industrial zoning, and the new owner will be required to pay the difference between the property tax paid under the Ag Exemption and the higher market valuation for the previous five years. The TIRZ will receive property tax revenue for the rollback taxes for the years that the property has been included in the TIRZ. Rollback tax revenue for years prior to the creation of the TIRZ will belong to the taxing entities at 100 %. Rollback tax revenue is based on the annual land valuation (Table 2) less an 8 Exhibit 1 -Waiblt4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 average value per acre under the Ag Exemption of $4,778 for a total estimated annual rollback of $719,714. Rollback taxes are a one -time payment, therefore cumulative valuation is not calculated. The value created over the life of the TIRZ by rollback tax revenue is shown in attached Table 4. Forecast The forecast of increased value created within the TIRZ boundary during the next 25 years from these four categories is shown in Table 5. Revenue to the City of Denton and the City's contribution to the TIRZ over the life of the TIRZ are detailed in attached Table 6. Revenue to Denton County and the County's contribution to the TIRZ over the life of the TIRZ are detailed in attached Table 7. Revenues to the TIRZ Fund over the life of the TIRZ and based on the values shown in attached Table 5 are provided in Table 8. Below is a summary of all revenues: Revenue to Real and BPP Revenue to Real and BPP Revenue to Total Revenue TIRZ Fund City of Denton after TIRZ Denton County after TIRZ Generated Contribution Contribution $14,275,430 $43,926,530 $18,862,910 $77,648,870 The increase in the property tax rate for the City of Denton over the past five years totals $0.023 per $100 valuation. The tax rate for Denton County has increased by $0.047 over the past five years. This study conservatively increases the 2012 tax rates for both the City and County by $0.03 in the eleventh year of the TIRZ. The public infrastructure projects planned to stimulate the higher values created by the TIRZ are shown in Project Plan Exhibit D. L6 2012 Tax Rate % of Tax Jurisdiction Years $ /$100 Value Rate City of Denton 1 -10 0.6897500 40 11 -25 0.7197500 40 Denton County 1 -10 0.2828670 40 11 -25 0.3128670 40 The public infrastructure projects planned to stimulate the higher values created by the TIRZ are shown in Project Plan Exhibit D. L6 Exhibit 1 -MM Ito Ordinance Westray Reimbursement Agreement Amendment 6/16/15 10 Exhibit 1 -UWt4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 I a 1UTA ably 101 WIN W101011 0101 Assumptions Development Based on build-out of 100% of Industrial and Rail-Served sites plus 30% of Mixed- use site build-out projections equaling $289,629,330. Assumes 25 year build-out with 1/25t' ($11.59M) allocated each of the 25 years of the TIRZ. ffil INCREASE FROM CUMUL-ATIVE DEVELOPMENT $M INCREASE SM $34.77 low $ 46.36 $11.59 ' • $11.59 $69.54 $11.59 $81.13 $127.49 $150.67 $162.26 $173.85 $208.62 $11.59 $220.21 $11.59 $231.80 2034 $11.59 $243.39 2035 $11.59 $254.98 2036 $11.59 JUVTVM $266,570,000 Assumptions Development Based on build-out of 100% of Industrial and Rail-Served sites plus 30% of Mixed- use site build-out projections equaling $289,629,330. Assumes 25 year build-out with 1/25t' ($11.59M) allocated each of the 25 years of the TIRZ. ffil Exhibit I -ENM*q Ordinance Westray Reimbursement Agreement Amendment 6/16/15 6111 !] Ili ]POWN11110116M YEAR INCREASE FROM DEVELOPMENT $M CUMULATIVE INC REASE $M 2012 2013 $32 $32 2014 2015 2016 $32 $32 —i72 —$1.44 $2.16:1 $2.88 2017 $32 $3.60 2018 $32 $4.32 2019 2020 $32 $32 —$5.04 $5.76 2021 $32 $6.48 2022 2023 $32 i 7-2 $7.20 $7.92 2024 $32 $8.64 2025 2026 $32 $32 $9.36 $10.08 2027 $32 $10.80 2028 $32 $11.52 2029 2030 $32 $32 $12.24 $12.96 2031 $32 $13.68 2032 2033 2034 $32 $32 $32 $14.40 $15.12 $15.84 2035 $32 $16.56 2036 TOTALJ $32 $17,280,000 $17.28 Land Valuation Increase in Land value is based on the average land value of $37,519 per acre of five existing industries immediately adjacent to TIRZ. Table 2 assumes land to be developed 19.31 acres per year. Only includes 482.75 of the 636 developable acres. Land value not applied to land not developable due to flood plain or other issues. w Exhibit I -E92NW4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 I 1XV1,18 IN414,14,31912M IN I -1p] 01 W I YEAR INCREASE FROM CUMULATIVE DEVELOPMENT $M INCREASE $M 2012 2013 2014 $14.56 $14.56 2015 $14.56 $29.12 2016 $14.56 $43.68 2017 $14.56 $58.24 2018 $14.56 $72.80 2019 $14.56 $87.36 2020 $14.56 $101.92 2021 $14.56 $116.48 2022 $14.56 $131.04 2023 $14.56 $145.60 2024 $14.56 $160.16 2025 $14.56 $174.72 2026 $14.56 $189.28 2027 m $14.56 $203.84 2028 $14.56 $218.40 2029 $14.56 $232.96 2030 $14.56 $247.52 2031 $14.56 $262.08 2032 $14.56 $276.64 2033 $14.56 $291.20 2034 $14.56 $305.76 2035 $14.56 $320.32 2036 $14.56 $334.88 TOTAL 880,000 BPP Valuation Business Personal Property (BPP) projections based on average of taxable BPP (BPP less Freeport Exemptions) of five existing industries in immediate area of TIRZ. Actual existing BPP equals 191% of real value. Conservative BPP projections of 150% on Industrial and Rail- served sites and 50% on Mixed-use commercial sites used in Feasibility Plan. 13 Exhibit I -MMW4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 I I NO H 0 -0 EA I 0 P L 01 Assumptions Rollback Value Rollback value is based on one-time assessment of land removed from Ag Exemption of $719,714. Rollback assessment equals Land Value in Table 2 of $724,492 ($37,519/acre x 19.31 acres) less Ag Value currently assessed $4,778. Example - Rollback paid on 2009, 2010, 2011, 2012 and 2013. Revenues from 2012 and Land sold in 2013: 2013 allocated to TIRZ; 2009, 2010, & 2011 revenues only to taxing entities. TIRZ fund benefits from Rollback for those years the TIRZ has been established. 14 ROLLBACK YEAR VALUE 2012 2013 $1.44 2014 $2.16 2015 $2.88 ryryryryryryryry2016 $3.60 2017 $3.60 2018 $3.60 2019 $3.60 2020 $3.60 2021 $3.60 2022 $3.60 2023 $3.60 2024 $3.60 2025 $3.60 2026 $3.60 2027 $3.60 2028 $3.60 2029 $3.60 2030 $3.60 2031 $3.60 2032 $3.60 2033 $3.60 2034 $3.60 2035 $3.60 2036 $3.60 TOTAL ---- — $82,089,000] Assumptions Rollback Value Rollback value is based on one-time assessment of land removed from Ag Exemption of $719,714. Rollback assessment equals Land Value in Table 2 of $724,492 ($37,519/acre x 19.31 acres) less Ag Value currently assessed $4,778. Example - Rollback paid on 2009, 2010, 2011, 2012 and 2013. Revenues from 2012 and Land sold in 2013: 2013 allocated to TIRZ; 2009, 2010, & 2011 revenues only to taxing entities. TIRZ fund benefits from Rollback for those years the TIRZ has been established. 14 Exhibit I -E6NW4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 CITY OF DENTON TAX W, TOTAL TOTAL TOTAL YEAR DEVELOP- LAND ANNUAL CUMULATIVE ROLLBACK CUMULATIVE MENT VALUATION VALUATION AND ROLLBACK 2012 2013 $0.72 $0.72 $0.72 $1.44 $2.16 2014 -- $11.59 $0.72 $12.31 $13.03 $2.16 $14.47 2015 $11.59 $0.72 $12.31 $25.34 $2.88 $27.50 2016 $11.59 $0.72 $12.31 $37.65 $3.60 $40.53 2017 $11.59 $0.772'-$12.31 $49.96 $3.60 $53.56 2018 $11.59 $0.72 $12.31 $62.27 $3.60 $65.87 2019 $11.59 $0.72 $12.31 $74.58 $3.60 $78.18 2020 $11.59 $0.72 $12.31 $86.89 $3.60 $90.49 2021 $11.59 $0.72 $12.31 $99.20 $3.60 $102.80 2022 $11.59 $0.72 $12.31 $111.51 $3.60 $115.11 2023 $11.59 $0.72 $12.31 $123.82 $3.60 $127.42 2024 $11.59 $0.72 $12.31 $136.13 $3.60 $139.73 2025 $11.59 $0.72 $12.31 $148.44 $3.60 $152.04 2026 $11.59 $0.72 3 $12.31 $160.75 $3.60 $164.35 2027 $11.59 $0.72 $12.31 $173.06 . ..... $3.60 $176.66 2028 $11.59 $0.72 $12.31 $185.37 $3.60 $188.97 2029 $11.59 $0.72 $12.31 $197.68 $3.60 $201.28 2030 $11.59 $0.72 $12.31 $209.99 $3.60 $213.59 2031 -1.5 9 $0.72 $12.31 $222.30 $3.60 $225.90 2032 $11.59 $0.72 $12.31 $3.60 $238.21 2033 $11.59 $0.72 ----$234.61 $12.31 $246.92 $3.60 $250.52 2034 $11.59 $0.72 $12.31 $259.23 $3.60 $262.83 2035 $11.59 $0.72 $12.31 $271.54 $3.60 $275.14 2036 $11.59 $0.72 $12.31 $283.85 $3.60 $287.45 TOTAL 266,570,000 $17,280,000 $283,950,000 $82,080,000 W, Exhibit 1 - W4 Ordinance Westray Reimbursement Agreement Amendment 6/16/15 0 16 CITY REVENUE CITY TIRZ CONTRIBUTION YEAR REVENUE $K CUMULATIVE CONTRIBUTION CUMULATIVE CONTRIBUTION REVENUE $K $K $K 2012 2013 2014 $23.85 $23.85 $5.97 $5.97 2015 $173.29 $197.14 $41.92 $47.89 2016 $322.72 $519.86 $77.87 $125.76 2017 $472.16 $992.02 $113.81 $239.57 2018 $623.58 $1,615.60 $147.78 $387.35 2019 $775.00 $2,390.60 $181.74 $569.09 2020 $926.43 $3317.03 $215.70 $784.79 2021 $1,124.73 $4,441.76 $260.52 $1,045.31 2022 $1,282.74 $5,724.50 $295.96 $1,341.27 2023 $1,440.74 $7,165.24 $331.40 $1,672.67 2024 $1,598.75 $8,763.99 $366.84 $2,039.51 2025 $1,756.76 $10,520.75 $402.28 $2,441.79 2026 $1,914.77 $ 1.. .................,..,........F. 12,435.52 . ..... - $437.72 ----- - $2,879.51 2027 $2,072.78 $14,508.30 $473.16 $3,352.67 2028 $2,230.79 $16,739.09 $508.60 $3,861.27 2029 $2,388.79 $19,127.88 $544.04 $4,405.31 2030 $21,546.80 $21,674.68 $579.48 $4,984.79 2031 $2,704.81 $24,379.49 $614.92 $5,599.71 2032 $2,862.82 $27,242.31 $650.36 $6,250.07 2033 $3,020.83 $30,263.14 $685.80 $6,935.87 2034 $3,178.84 $33,441.98 $721.24 $71,657.11 2035 $3,336.84 $36,778.82 $756.68 $8,413.79 2036 $3,494.85 $40,273.67 $792.12 $9,205.91 2037 $3.652.86 $43.926.53 $827.56 $10,033.47 TOTAL $43,926,530 $10,033,470 16 Exhibit I -UhikkQ Ordinance Westray Reimbursement Agreement Amendment 6/16/15 TABLE 17 - COUNTY REVENUE - --- - ------------ COUNTY TIRZ CONTRIBUTION CUMULATIVE CONTRIBUTION CUMULATIVE YEAR REVENUE $K VENUE $K $K CONTRIBUTION $K 2012 2013 2014 . .......$7.34 $7.34 $0.82 $0.82 2015 $67.40 $74.74 $14.75 $15.57 2016 $127.46 $202.20 $28.68 $44.25 2017 $187.53 $389.73 $42.60 $86.85 2018 $249.62 - - - ------------------- 3-9.3-5 $56.53 $143.38 2019 $311.72 $951.07 $70.46 $213.84 2020 $373.82 $1,324.89 $84.39 $298.23 2021 $482.51 $1,807.40 $108.74 $406.97 2022 $550.84 $2,358.24 $124.15 $531.12 2023 $619.52 $2,977.76 $139.55 $670.67 2024 $688.20 $3,665.96 $154.96 $825.63 2025 $756.89 $4,422.85 $170.36 $995.99 2026 $825.57 $5,248.42 $185.77 $1181.76 2027 $894.26 $6,142.68 . ............ $201.17 $1382.93 2028 $962.94 $7,105.62 $216.58 $1599.51 2029 $1031.63 $8,137.25 $231.98 -$1831.49 2030 $1100.31 $9,237.56 $247.39 $2078.88 2031 $1169.00 $10.,406.56 $262.79 $2341.67 2032 $1237.68 $11,644.24 $278.20 $2619.87 2033 $1306.37 $12,950.61 $293.61 $2913.48 2034 $1375.05 $14,325.66 $309.01 $3222.49 2035 $1443.73 $15,769.39 $324.42 $3546.91 2036 $1512.42 $17,281.81 $339.82 $3886.73 2037 $1581.10 $18,862.91 $355.23 $4241.96 TOTAL! $18,862,910 $4,241,960 -1 17 Exhibit 1 -UWlq Ordinance Westray Reimbursement Agreement Amendment 6/16/15 CITY COUNTY TOTAL TIRZ CUMULATIVE YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ CONTRIBUTIONS $K $K $K $K 2012 2013 2014 $5.97 $0.82 $6.79 $6.79 2015 $41.92 $14.75 $56.67 $63.46 2016 $77.87 $28.68 $106.55 $170.01 2017 $113.81 $42.60 $156.41 $326.42 2018 $147.78 $56.53 $204.31 $530.73 2019 $181.74 $70.46 $252.20 $782.93 2020 $215.70 $84.39 $300.09 $1,083.02 2021 $260.52 $108.74 $369.26 $1,452.28 2022 $295.96 $124.15 $420.11 $1,872.39 2023 $331.40 $139.55 $470.95 $2,343.34 2024 $366.84 $154.96 $521.80 $2,865.14 2025 $402.28 $170.36 $572.64 $3,437.78 2026 $437.72 $185.77 $623.49 $4,061.27 2027 $473.16 $201.17 $674.33 $4,735..60. 2028 $508.60 $216.58 $725.18 $5,460.78 2029 $544.04 $231.98 $776.02 $6,236.80 2030 $579.48 $247.39 --$8-26.87 $7,063.67 2031 $614.92 -�2- 62.79 $877.71 $7,941.38 2032 $650.36 $278.20 $928.56 $8,869.94 2033 $685.80 $293.61 --K9- 7 -9.4 1 $9,849.35 2034 $721.24 $309.01 $1,030.25 $10,879.60 2035 $756.68 $324.42 $1,081.10 $11,960.70 2036 $792.12 $339.82 $1,131.94 $13,092.64 2037 $827.56 $355.23 $1,182.79 $14,275.43 TOTAL $10,033,470 $4,241,960 $14,275,430 18 Exhibit 1 E SftOrdinance Westray Reimbursemen greement Amendment 6/16/15 Pre -TIRZ Administrative Costs Legal Invoice Date Amount Schrader & Cline 11/2/2012 $ 1,944.02 Schrader & Cline 12/4/2012 $ 675.00 Terry D. Morgan & Assoc. 10/31/2013 $ 1,230.00 Terry D. Morgan & Assoc. 3/31/2014 $ 870.00 $ 4,719.02 Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit F Pre-Development Costs Legal 7982 6,182.14 Ilia & Larson 7706-7710 32,5.00 Mellina & Larson 8311 7,133.05 Mellina & Larson 7776-7783 5,550.00 D. Wardard 8309 9,542.28 Mellina & Larson 15-7 125. D. Wardard Glenn PC 79GB 1, Mellina & Larson - 577. Ilia & Larson 18, , Mellina & Larson 8007-8011 1,760.00 Mellina & Larson 8032-8037 7,452.50 Mellina & Larson 1,443.75 Mellina & Larson 8138 -8140 2,937.50 Mellina & Larson 130 110.00 D. Woodard 8269-8271 ,75,0. D. Woodard 2 ,450. Mellina & Larson ,454. Ilia & Larson Mellina & Larson 8432 8,877.00 57,060.25 r.' z - 7 Teague all & Perkins 7982 6,182.14 Unitech 8195 11,791.60 Unitech 8311 7,133.05 Unitech 8312 6,577.77 Teague Nall r ins 8309 9,542.28 Teague Nall & Perkins 8309 5,366.62 Teague Nall & Perkins 8310 3,748. Teague Nall & Perkins 9401 2,806.72 Unitech 8437 ,005. Unitech 8438 3,935.00 ................_ 66,089.09 Construction Management: Texas land & Building 8120 10,000.00 Traffic Impact Ana sx Alliance Transportation 323 ,3'50. Alliance Transportation 3 ,450. Alliance Transportation ,454. .. =92,210 92,210 Page 26 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit G -1 Description of Phase I Public Improvements • Two additional lanes added to the western side of the existing pavement for Western Boulevard from Airport Road to Jim Christal Road, all located entirely within the existing public right -of -way for Western Boulevard, consisting of approximately 6,400 linear feet of two additional traffic lanes (16 -foot and 12 -foot lanes) with curbs. (Note: Although the original long range plans for Western Boulevard included a total of six lanes, the recent Traffic Study indicates that only four lanes total are necessary; and accordingly, the parties acknowledge that the two additional lanes described immediately above are the only additional lanes which Westray is responsible for constructing, whether or not Westray proceeds with Phases II and I11.) • Associated drainage improvements which will be located entirely within the existing public right -of -way for Western Boulevard and shall include reinforced concrete pipe (RCP) ranging in size from 18 "to 27 ". There will be approximately 13 drainage inlets (ten 20' inlets and three 10' inlets). • Sanitary sewer line extension which will consist of an approximate 1,500 feet of 8" PVC and an approximate 4,900' of 15" PVC pipe, all located entirely within the existing public right -of -way for Western Boulevard. • Waterline extension which will run from Airport Road to US 380 (University Drive) and is approximately 10,682 linear feet of 16" ductile iron (DI) pipe, all located entirely within the existing public right -of -way for Western Boulevard. • Landscaping in connection with the forgoing to City standards, all located entirely within the existing public right -of -way for Western Boulevard. • Install traffic signals at the following intersections: (i) Western Boulevard and US 380 (University Drive), (ii) Western Boulevard and Jim Christal Road and (iii) Western Boulevard and Airport Road. • Street, directional and /or other signage, all located entirely within the existing public right -of -way for Western Boulevard. • If Westray determines that extension of low or high pressure gas pipeline is necessary or desirable and not separately completed by applicable utility providers, then Westray may, but is not required to, include as part of the Public Improvements for Phase I an extension of low and /or high pressure gas line(s), all located entirely within the existing public right -of -way for Western Boulevard or within existing easement areas previously granted to the City of Denton. Page 27 REIMBURSEMEN "T" AGREEMENT. Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit G -1 Description of Phase I Public Improvements In addition to the forgoing, it is acknowledged that pursuant to a separate agreement between Westray's affiliate Westpark Group, LP and the City of Denton, certain drainage improvements are to be constructed by the City of Denton to the East of Western Boulevard, between Western Boulevard and the existing railroad spur (all as more particularly described therein) ( "Additional Drainage Improvements ") . Westray is not responsible for constructing the Additional Drainage Improvements but Westray or its affiliate is expected to advance funds to the City of Denton to cover the cost to construct the Additional Drainage Improvements ( "Westray Advanced Funds "). The Additional Drainage Improvements are not part of the Public Improvements hereunder insofar as any obligation of Westray to construct same, but they are included in the Public Improvements hereunder insofar as the Westray Advanced Funds shall be considered Project Costs for all purposes under this Agreement. Page 28 IMSURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit G -2 Description of Phase II Public Improvements • Reconstruct Jim Christal Road and West Oak Street from Western Boulevard to the I -35 Frontage Road will consist of an approximate 6,400 linear feet of 54 -feet of pavement (four travel lanes and a center 24 -foot median), all located entirely within the Expanded Jim Christal /West Oak Right -of -Way (as defined in Exhibit I). There will be a 16 -foot and an 11 -foot travel lane in each direction, with curbs. Associated drainage improvements which will be located entirely within the Expanded Jim Christal /West Oak Right -of -Way and shall include approximately 8,500 linear feet of approximately 30" RCP pipe. There will be approximately 24 drainage inlets (sixteen 20' inlets and eight 10' inlets) and one drainage crossing improvement. • Sanitary sewer line extension which will consist of an approximate 3,400 feet of 8" PVC and an approximate 4,000' of 12" PVC pipe, all located entirely within the Expanded Jim Christal /West Oak Right -of -Way. • Waterline extension which will consist of 2,400 linear feet of 12" PVC and 2,000 linear feet of 16 "PVC, all located entirely within the Expanded Jim Christal /West Oak Right - of -Way. Page 29 'IMEIJRSEMEN "r AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit G -3 Description of Phase III Public Improvements • Extend Precision Drive from the existing Northern terminus Northward to West Oak Street, all located entirely within the Dedication Land (as described in Exhibit I) which will consist of approximate 2,200 linear feet of two travel lanes with a continuous center turn lane, and curbs. • Associated drainage improvements which will be located entirely within the Dedication Land and shall consist of approximately 3,300 linear feet of approximately 30" RCP pipe. There will be approximately 9 drainage inlets (six 20' inlets and three 10' inlets). • Sanitary sewer line extension which will consist of approximately 2,700 linear feet of 8" PVC, all located entirely within the Dedication Land. • Waterline extension from the northern terminus of the existing waterline located in the existing portion of Precision Drive, extending northward to the waterline located within Jim Christal Road, consisting of approximately 4,000 linear feet of 12" PVC, all located entirely within the Dedication Land. Page 30 RE%MEURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit -1 • + I - Western Blvd. Paving, Drainage, Water and Sewer Total Phase I Project is S z S 95,173 S 907,930 $ 1,987,570 S - S S 100, $ 100, $ I. $ $ $ 236, $ 25, KOOO S 25. $ 420.561 Estimated Interest e I Project s• $Z *Actual Interest will depend on the availability of funds In the Tax Increment Fund and the timing of disbursements from the Tax Increment Fund to Westray for reimbursement of Verified Project cosm 7hls estimate Is used only to Illustarte possible Interest that will be Incurred and Is not a maximum or minimum amount Page 31 REIMBURSEMENT AGREEMENT Exhibit I - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit H-2 Cost Schedule for Phase 11 Hard Carusbustlon Costs Jim chit stal/wesi oak Paving $ Z501 150 JC/WO Storm Drainage 703,900 JC/WO Sanitary Sewer 2B2 200 JC/WO Water S 514,860 TRfficftnals West Oak/0-35SB 306000 West oak/0-35NB $ 30,000 West oak/Predsion 5 Landscaping/Irrigation S 100,000 Entry Monument $ 30.000 Electricity Gas 40,W0 T Hard Costs 4,232 190 Soft coirts Engineering S 150,000 Administrative 25,000 Permits/Fees; 25,000 CM Fee $ K644 Insurance S 25,000 Landscape ArchItect $ 10,000 Total Soft Costs 9 319.6" Contingency $ 455,183 Tatal Phase 11 Cwts $ 5,007,017 Estimated Interest on Phase 11 Project Costs" $ 1,100,000 'Actual Interest will depend on the availability of funds in the Tax Increment Fund and the timing of disbursements from the Tax increment Fund to Westray for reimbursement of Verified Project Costs. This estimate Is used Only to Illustarte possible interest that will be incurred and is not a maximum or minimum amount Page 32 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursemen Ceement Amendment 6/16/15 Ex h, It -3 Cost Schedule for Phase III Phase Ail . Precision Drive Pevin& Drainage Water and Sanitary Serer $ 80,000 S 80,000 S 90,0DO S 50,0DO $ S - S S 2 szi $ io, 10, 5 50,000 $ 10, $ 159,262 ,qm Estimated Interest on Phase tl Proj' • S Page 33 REIMBURSEMENT AGREEMENT Exhibit 1 - Westray Ordinance Westray Reimbursement Agreement Amendment 6/16/15 Exhibit I Easement Areas All Public Improvements will be located in existing easements, land owned by the City and /or public rights -of -way, except for the following: • The Additional Drainage Improvements will be located in the area described on Exhibit I -1 hereto ( "Drainage Easement Area "), and Westray shall cause a drainage easement instrument to be executed and recorded covering such area, and all Additional Drainage Improvements will be located in such area. If Westray elects to proceed with the Phase II Public Improvements, Westray will cause up to 25 feet of land to be dedicated on both sides of Jim Christal Road and West Oak Street (for those portions extending from Western Boulevard to the I -35 Frontage Road only) (the existing right -of -way for Jim Christal Road and West Oak Street as expanded by the additional dedications described immediately above may be collectively referred to as the "Expanded Jim Christal /West Oak Right -of- Way "). • If Westray elects to proceed with the Phase III Public Improvements, Westray will cause the strip of land shown on Exhibit I -2 attached hereto (running North -South from the existing Northern terminus of Precision Drive Northward to West Oak Street) ( "Dedication Land ") be publically dedicated, and all Phase III Public Improvements will be located within such area. Page 34 IMDURSEMEd'r AGREEMEW Exhibit 1 - ttWestray Ordinance Westray Reimburse X 3rlt rant Amendment 6/16/15 Drainage Easement Area SITUATED in the City of Denton, Denton County, Texas, and being a strip of land in the J. PERRY SURVEY, Abstract No. 1040, and being across a portion of LOT 2A, BLOCK A, PHASE 2, WESTPARK ADDDITION, as shown on plat thereof recorded under Denton County Clerk's (Clerk's) File No. 2011 -116, and said strip being more fully described as follows: BEGINNING at an "Arthur Surveying Company" 5/8" iron rod found in place for the northwest corner of Lot 1, Block 1, R. D. Wells Interchange, shown on plat thereof recorded in Cabinet Y, Page 619, of the Denton County Plat Records, said point being 0.54 foot South 89 degrees East from the east line of that certain railroad spur easement described in Assumption of Easement Rights to BC Rail Spur, L. P. recorded under Clerk's File No. 2007 - 12766; THENCE South 1 degree, 13 minutes, 25 seconds West with a common line between said Lot 1 and said Lot 2A, and generally along said east line of rail spur easement, 89.02 feet; THENCE South 66 degrees, 20 minutes, 55 seconds West across said Lot 2A, 681.33 feet to a point in a west line of said Lot 2A and the east line of Western Boulevard (variable width right -of -way) as described in instrument recorded under Clerk's File No. 2007 - 81316, said point being 20.92 feet North 8 degrees, 32 minutes, 55 seconds East from an "RPLS 1 640" capped 5/8" iron rod set for the end of a curve in said west line and east right -of -way line; THENCE North 8 degrees, 32 minutes, 55 seconds East with said west line of Lot 2A and east line of Western Boulevard, 171.99 feet; THENCE easterly across said Lot 2A, the following courses and distances: North 84 degrees, 03 minutes, 30 seconds East, 149.69 feet; North 66 degrees, 20 minutes, 55 seconds East, 442.91 feet; and, South 88 degrees, 50 minutes, 30 seconds East, at 45.31 feet crossing said east line of rail spur easement and continuing in all 45.85 feet to the PLACE OF BEGINNING, and containing 1.6234 acres. Page 35 REIMBURSEMENT AGREEMEMF Exhibit 1 - Westray Ordinance Westray Reimbursement A rpement Amendment 6/16/15 ExhiUt I -2 Dedication Land Page 36 REIMBURSEMENT AGREEMENT City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTO Legislation Text File #: ID 15 -507, Version: 1 Agenda Information Sheet SUBJECT Consider approval of the minutes of- April 21, 2015 April 28, 2015 City of Denton Page 1 of 1 Printed on 6/11/2015 CITY OF DENTON CITY COUNCIL MINUTES April 21, 2015 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, April 21, 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 comment cards submitted. 2. Requests for clarification of agenda items listed on the agenda for April 21, 2015. Council Member Ryan questioned why Closed Session Item E was being discussed in Closed Meeting. City Attorney Burgess stated that the item was posted in Closed Meeting in order to discuss the law as it concerned video conferencing. She had included information in her Attorney Status Report regarding the legal aspects of Open Meetings Act. Council Member Johnson asked about Consent Agenda Item B in terms of creating the committee. It did not name the Planning and Zoning Commission as that committee and questioned about choosing members. City Attorney Burgess stated that information had been provided in her legal status report regarding the law. The law provided that there would be a committee with certain qualifications for the members and specifically stated that the Planning and Zoning Commission could fulfill the role as long as one member met a qualification. City Manager Campbell stated that it was not uncustomary for the Planning and Zoning Commission to have that duty due to land use issues that were associated with projects. Mayor Watts stated that there had been a request by the developer on Agenda Item 4D to postpone consideration and questioned how to proceed. Council Member Hawkins stated that the applicant wanted to continue it to another meeting. The neighborhood wanted to know if they should attend or not. City Attorney Burgess recommended to open the public hearing and take testimony from those present and then continue the item to another time. Council Member Johnson questioned that rather than two public hearings, could the Council make a decision to continue and not have to take it up again. City Attorney Burgess stated that there was a requirement that the notice of public hearing be published in the paper that the public hearing was going to be held. City of Denton City Council Minutes April 21, 2015 Page 2 Mayor Watts questioned Consent Item D regarding a security item. Chuck Springer, Director of Finance, stated that the item went through a formal selection process and a five year contract for the formal bid process. City Attorney Burgess stated that there was an alternate ordinance for Consent Agenda A and requested that Council use that ordinance when making a motion. 3. Work Session Reports A. ID 15 -203 Hold a discussion and provide staff direction with regard to possible amendments to the City Council Rules of Procedure. City Attorney Burgess stated that the goals for this discussion would be to explain the changes in the draft ordinance, explain the additions to the draft ordinance, discuss individual council member's desired changes and receive direction for additional changes. Rules of Procedure — The Rules were edited for clarity; reorganized two sections concerning types of meetings and reports from members of the public; deleted the time limits section as duplicative; and included limits in a substantive section. Additional changes included updating citations, correcting erroneous references, adding a prohibition on the distribution of political materials, adding a video conferencing provision, and adding luncheon meetings to comport with council practice. Council Member Roden stated that there tended to be some public confusion when Council gave direction on issues with no formal vote such as moving ahead with projects ideas. He asked if there was a legal distinction that could tighten that up in terms of direction. City Attorney Burgess stated that the action Council could take was controlled by the posting on the agenda. The Work Session was usually posted for discussion and to provide direction with regard to a project and was not posted for action. The intent was look at the agenda and determine what Council was going to do at that meeting. If action was to be taken, the agenda had to say such. Council Member Roden stated that in some cases there might be a consensus but not an unanimous point of view and questioned if the minutes of the meeting reflected that or gave direction. City Attorney Burgess stated that the minutes were consistent with how the item was posted. Mayor Watts stated that in some ways direction may not satisfy the requirements of a vote but that direction was seen sometimes the same as a vote. The recording of that was different. Council Member Roden suggested that "direction" might need to be defined in the rules. Council Member Gregory asked if it would be appropriate under types of meeting to insert wording that Council may give direction with consensus for direction on how to proceed. City of Denton City Council Minutes April 21, 2015 Page 3 City Attorney Burgess continued with the Rules changes that included correcting the recessed meeting provision, added specific procedures for public hearings, and clarified the 3/4 voting requirement. City Manager Campbell suggested a change to the public hearing procedures. He suggested opening the public hearing before any staff presentation started. After the Mayor read the agenda caption, immediately open the public hearing and remain open until closed and then follow with council discussion. Council discussed the 3/4 voting requirements, terms of legal disqualification, and whether to list the types of disqualifications. City Attorney Burgess stated that Staff needed direction on time limits for members of the public wishing to address the Council and reviewed the current provisions. She had heard a desire to change some of those time limits. Council Member Roden questioned the provision concerning groups or organizations and how that provision was triggered. City Attorney Burgess stated that Council had tolerance with people present. Latitude was given for additional time. The rule stated that 10 members had to be in the Chambers and the Mayor would make the call. Council Member Roden suggested focusing on the area for groups beyond three minutes to respect everyone's time as moving from three to five minutes would be significant. The vast majority of people did not need extra time. Mayor Watts stated he was in favor of moving to five minutes for public hearings. If the group /organization provision was going to be expanded, he would like that to be tight. Items to consider would be when the registration would take place or whether the ten people needed to be present. He wanted to make sure that they had enough time to say substantively what they wanted to say. Council Member Johnson stated that the group /organization provision could save some time if used properly. If there was a group of ten or more present and they elected someone to speak for them, then those ten people did not get to speak as that person was presenting that group. They would have to register before the meeting and list the ten names so people did not try to speak individually. He felt three minutes for citizen comments was fine as many people said the same thing as others. A suggestion would be to make the group /organization provision more known to the public and perhaps use a different colored card to complete. Council Member Ryan stated that he was in favor of adding minutes to each of the time limits. He suggested that there may be a way to reduce the time back to three minutes if there were lots of people present. City Manager Campbell suggested that the number in the group could be reduced to four or more and it still would reduce the amount of time. City of Denton City Council Minutes April 21, 2015 Page 4 Council Member Johnson stated that he was in favor of citizen comments at three minutes; an applicant might need more than five minutes which he felt currently was not an adequate amount of time. Give an applicant ten minutes on regular cases and fifteen minutes on zoning cases. Mayor Pro Tem Engelbrecht suggested ensuring the citizens had time to rebut the applicant similar to the amount of time the applicant received. Council Member Johnson stated that if an applicant knew that he had five minutes, he prepared a presentation to complete in five minutes. However, sometimes the Council asked a lot of questions, and if the applicant had enough time to present his case, there might not be so many questions. Mayor Watts did not have a problem with providing ten minutes for applicants. He felt Council needed to give time for applicants and citizens to get all of their information out. Council Member Johnson stated that he would be in favor of reducing the group /organization provision to groups of four people or more and to give them ten minutes; providing four minutes for citizens; and ten minutes for applicants. Council Member Ryan did not have a problem with Council Member Johnson's suggestions. Council Member Gregory stated that if the times were going to be extended, the Agenda Committee should restrain the number of public hearings at a meeting. The meetings should not be going until 3:15 a.m. and suggested writing in the rules that at midnight, the meetings would cease. It was fine to give enough time for citizens and presentations but it was not good to have such long meetings. Mayor Pro Tem Engelbrecht stated that it was not fair to citizens or applicants to have such long meetings. Council Member Gregory suggested starting the meetings before 6:30 p.m. Council Member Roden stated that he was in favor of the four minutes but to also let people know that this was not the only way to go to discuss items with Council. Mayor Watts stated that late meetings were a challenge because sometimes it was not known what might cause a late meeting. It would be hard to stop in the middle of a meeting due to the time. Council Member Gregory stated that if the time went to four minutes, have a provision to notify people in advance of a long meeting and that the Council reserved the right to roll back the time to three minutes. Council Member Hawkins stated he was in favor with extending speaker time to four minutes. Mayor Watts stated that consensus seemed to be four minutes for citizen comments, ten minutes for applicants with a total of 20 minutes for all applicants on the same project; groups of four or City of Denton City Council Minutes April 21, 2015 Page 5 more with written designation turned in before the meeting and present at the meeting would receive ten minutes. City Attorney Burgess stated that language would be included to provide latitude to reduce the four minutes to three in event of a need for efficiency or for a large number of people. The Mayor would make that determination. She continued that staff was requesting Council direction on the location of public reports on the agenda. She reviewed the current practice and questioned if Council wanted to change either the procedure or the process. Council Member Gregory stated that he preferred to keep the current practice. He felt the current system was working and that it gave new people a chance to speak at the beginning of the meeting. Council Member Ryan felt that the six month wait time to speak at the beginning of the meeting was not excessive. He liked the citizen reports both at the end and at the beginning as there may be someone who wanted to speak at the end. Council Member Roden stated that he liked keeping it at the front end of the meeting. He questioned why Council was not able to discuss a citizen report as the topic was listed on the agenda. City Attorney Burgess stated that the postings for these public reports were not very specific and that the information provided did not have the specifics as to what was going to be discussed. There was no in -depth type of posting. Council Member Roden questioned what the value was of declaring that they were going to speak and what they were speaking on and if an open microphone type of situation would be better. City Attorney Burgess stated that the Attorney General had rules that an open microphone session was acceptable. However, unless specifically posted, the Council could not interact in any way. Citizens would just speak on whatever they wanted. A procedure such as was done now could be formed with some type of posting with open microphone and no information on a topic would be no discussion on the presentation. Council Member Gregory stated that there were times when several individuals spoke at every meeting and there might be a person advertising a local business. Another consideration was whether that was the most effective way to do business. He did not want to do away with the time but cautioned to be careful what the door might be opening. Council Member Johnson asked if anyone was complaining about the current system. He felt the time at the end of the meeting for citizen reports had value for those not being able to come early. Council discussed the system for signing up for citizen reports, the placement on an agenda for citizen reports, length of reports and the beginning versus the end of the meeting placement. Consensus was to consider a hybrid procedure with four minutes for presentations; five slots at City of Denton City Council Minutes April 21, 2015 Page 6 the beginning of the meeting; those slots could be reserved by the Wednesday before the meeting; and non - reserved slots could be for open microphone speakers. City Attorney Burgess stated that another area for Council direction was in regards to public comments regarding the Consent Agenda. Currently this was done at the first part of a Work Session. A consideration might be to move to that just before action on the Consent Agenda. Council Member Johnson was in favor of leaving it where it was and not do it in a regular meeting. Council Member Ryan stated that the lack of speakers on the Consent Agenda might be due to the time of day. He also felt Council discussion should be moved either to the regular meeting or not be the first item on the agenda. Mayor Watts questioned about moving it to after the Council's request for clarification of agenda items in the Work Session. Council Member Ryan felt that would be better but still was not where it needed to be. That was too early in the meeting and the comments were not at the same time for consideration of the items. Mayor Watts questioned if an item was pulled from the Consent Agenda would the public be allowed to comment on it. City Attorney Burgess stated that if an item were pulled off the Consent Agenda, the Council rules were that it went to Individual Items for Consideration and the public could comment. Council Member Roden stated that another consideration was the unpredictable meeting times. He suggested a formal process for citizens to request to pull an item from the Consent Agenda. City Attorney Burgess stated that an option might be to have a citizen contact the City Secretary's Office if they desired to speak on a Consent Agenda item. She stated that she would revise the draft ordinance for Council consideration and that Council needed to vet any rules prior to changing them. Council Member Roden stated that another item to consider would be to have Council time at the beginning the meeting for presentations. City Attorney Burgess stated that the Council's rules had that provision at the end of the agenda to allow for celebrations, comments, etc. but it could be put at the first of the agenda if so desired. Council Member Roden suggested considering having music played before 6:00 p.m. when there was going to be a big meeting. Council Member Ryan stated that he had requests to have a mechanism for a written request as to why something was in a closed session. He suggested a formal procedure for citizens to get an opinion as to why an item was in closed meeting. City of Denton City Council Minutes April 21, 2015 Page 7 City Attorney Burgess stated that she was already required by State law to state the Open Meetings sections for provision of citing why an item was on a closed meeting. There were many times when she could not say more than that. Council received an opinion regarding why a closed meeting was qualified which was covered under the law Mayor Watts stated that he would be hesitant to formalize such a procedure as the City Attorney already explained why an item was being discussed in closed meeting. City Attorney Burgess stated that it would not be necessary as the items were posted to some detail and the issue to discuss was noted on the posting. Council Member Roden felt there was a distinction between what was legal and perception and people were already opposed to close meetings. Some type of procedure might provide a release valve for those who had questions on the public declaration of why Council was going into closed meeting on an item. It would help with the perception. City Attorney Burgess stated that unfortunately the perception was that there were more closed discussions than citizens would like. Citizens may not understand unless they were involved in the government. Council Member Gregory stated that he was not sure that a written or oral explanation would still satisfy some people. B. ID 15 -229 Receive a report and hold a discussion regarding bicycle and pedestrian issues in Denton, focusing on rules and regulations; and an update on bike and pedestrian educational efforts. Mark Nelson, Director of Transportation, introduced Julie Anderson, the City's new bike /pedestrian coordinator, who would be making the presentation. Anderson stated that her presentation would include an overview of bike and pedestrian facilities, rules and regulations, educational efforts and Bike month. Bike facilities included (1) bike lanes which were a striped lane for the exclusive use of people on bicycles, (2) shared lane markings which guided people on bikes where to ride in the lane and later people in cars, (3) shared roadway which was a low volume, low speed street designated as a route with "Shared the Road" signs, and (4) shared -use path which was a wide path intended for use by people on bikes and pedestrians. Pedestrian facilities included crosswalks and sidewalks. She reviewed the rules for people on bikes and rules for pedestrians. Denton had a vulnerable road user which defined a vulnerable road user as a pedestrian, a person on horse -back or a person operating equipment other than a motor vehicle. Education and Safety — strategies would be formalized to collaborate with UNT, TWU and DCTA; have an event booth to reach out to a broader audience; safety classes; pedestrian safety City of Denton City Council Minutes April 21, 2015 Page 8 week information; printed and online maps; coordinated safety campaign with NCTCOG; and informal rides. Bike month was scheduled for the month of May with a "Cycle with the City" event on May 11'. The ride was to see what the city had done to improve the bike infrastructure. Council discussed the rules of the road with bike riders and where bike lanes were acceptable. C. ID 15 -324 Receive a report, hold a discussion, and give staff direction on the 2015 -2019 Consolidated Plan for Housing and Community Development, the 2015 -16 Action Plan and the funding recommendations developed by the Community Development Advisory Committee and the Human Services Advisory Committee. Barbara Ross, Community Development Manager, stated that over the past year, staff developed Denton's 2015 -2019 Consolidated Plan for Housing and Connnunity Development using a process with input from citizens and local non - profit organizations. The Consolidated Plan was a five -year strategy targeting proposed housing, social services and public works projects benefiting low and moderate - income households and neighborhoods. Annual action plans were developed based on the strategies outlined in the Consolidated Plan. On an annual basis, the City of Denton prepared an Action Plan for submission to the US Department of Housing and Urban Development (HUD). The Action Plan served as the City's application for Community Development Block Grant (CDBG) and Home Investment Partnerships (HOME) program funding. Public hearings requesting citizen input and meetings with neighborhood groups regarding the use of CDBG and HOME funds were held October through December 2014. Spanish translation was available at the public hearings. Public hearing outreach included many specific events. Steven Coffey, Chair -Human Services Advisory Committee, presented the funding recommendations from the Human Services Advisory Committee. There were twenty applicants with two of the applicants being new agencies. Eighteen applicants had received prior funding. The Committee recommended funding of 71% of the requests that were made. D. SI15 -0012 Receive a report, hold a discussion, and give staff direction regarding notification fees for Historic Landmark Designation Applications. Aimee Bissett, Interim Director of Planning and Development, stated that this item was a result of citizen requests as well as Council requests concerning the fees. She reviewed the Historic Landmark Designation categories. The application was considered /recommended by HLC and the Planning and Zoning Commission. There was a $65 application fee and a $220 notification fee. Public hearings were required at HLC and P &Z, notices mailed and newspaper publications. The standard notification fee was $220 and the various categories involved with the notification fee were reviewed. These involved costs to place a legal notice in newspaper, the cost to send certified letters to property owners within 200 feet and regular mail within 500 feet plus the cost to purchase the notification sign. Staff time and associated soft costs such as researching the City of Denton City Council Minutes April 21, 2015 Page 9 notification area and compiling the address list, creation of the notification map, etc. were also included in the notification fee. As the Historic Landmark designations were grassroots effort to voluntarily seek the designation, some felt the fee was a disincentive to apply and subjected the requestor to additional requirements. Council had been requested to consider waiving the fee for Historic Landmark designations of which there were six pending applications. Council Member Roden felt there were pros and cons of putting these requests under the zoning classification which required the same notification as other types of zoning cases. It was, however, of great value to have them tied to a zoning category. Bissett stated that when the ordinance was originally created, the majority of the historic landmarks were city initiated. The City had to make sure the notifications were zoned properly. Mayor Watts asked about the type of tax abatement for historic designations on homes. Bissett stated that once a home became eligible for the abatement and if a certain amount of money were spent on renovation of the home, the tax became capped at a certain amount of renovations. Council Member Gregory asked for a review of the costs associated with the designation. Bissett reviewed the costs associated with the legal notice and the mailing costs. Council Member Gregory stated that the costs added up to $850 as opposed to the fee of $285. The fee did not cover the cost of the expenses. Council Member Roden felt that the incentive structure needed to be looked at and that was why the Council Historic Landmark Committee was formed. He did not think there was an urgency to review the incentive structure and suggested that the Council Committee work on these type of issues. Council Member Johnson felt that the financial incentive was of least concern at this time. It was the process and involvement. He did not think the fee needed to be changed at this time. Council Member Hawkins felt that notification process was unnecessary. Council Member Gregory felt that a more in -depth conversation was needed on the subject at another meeting. Mayor Watts agreed that it was part of a more comprehensive discussion for the Council Historic Landmark Committee to work on. Council consensus was to keep the fee as it was while the Council moved through the process. The Council Historic Landmark Committee would continue with the process. E. ID 15 -339 Receive a report, hold a discussion, and give staff direction regarding Smoking Ordinance No. 2012 -367. City of Denton City Council Minutes April 21, 2015 Page 10 Lindsay Baker, IGR/PIO, presented the update on the proposed ordinance. Her presentation would include a review of the current ordinance, a review of the draft ordinance provisions, and a discussion of definitions. She reviewed the provisions of the current smoking ordinance in terms of where smoking was prohibited and where smoking was permitted. The draft provisions were based on public hearing comments and a motion by Council Member Roden. Draft revisions included the addition of (1) bars with a grandfather clause, (2) E -cigs prohibited in all non smoking locations, (3) sale of e -cigs to minors, (4) prohibition within 30 feet of Parks and Recreation facilities, (5) definitions for e -cigs and vape shop, and (6) extended the exemption to vape shops. Amendments to the draft ordinance included definition amendments for cigar bar and patio and an amendment for a bingo parlor barrier. The current definition of patio was reviewed with the recommended definition revised to "an outdoor space generally used for dining or recreation that adjoined a building and typically had an improved floor surface." The current definition of cigar bar was reviewed with the recommended language extended to include specific language for equipment used for storing and maintaining the cigars. This language removed a loop hole for not a full cigar bar facility. Council Member Roden stated that there currently were three cigar bars in Denton and questioned if they had that equipment. Baker stated they all already had that equipment. Grandfather provision for bars were presented which would be for bars operating as "smoking bars" as of the effective date of the ordinance. The provisions included (1) would have to register with the City within 30 days to be a smoking bar; (2) would only be open to individuals over 18; (3) would post a sign indicating that it was a smoking establishment; (4) not allow live music in the establishment; and (5) if the bar changed use or ownership it would become a nonsmoking establishment. Council Member Gregory thought that the section on bingo parlors had been amended to December 31, 2015 but the proposed ordinance had an April 19, 2016 date. Baker stated that the effective date was counted 3 years from the effective date of the ordinance. City Attorney Burgess stated that the effective date of the prior smoking ordinance was longer than usual. Council Member Hawkins felt that the prior direction amended the provision regarding the live music. He could not agree with live music provisions as stated by Council Member Roden. Council Member Gregory stated that at the prior meeting a motion and second was made to continue the item and if the proposed ordinance accurately reflected the motion and second, then the proposed ordinance as written would be what was on the floor for consideration. City of Denton City Council Minutes April 21, 2015 Page 11 City Attorney Burgess stated that there was a live motion and second on the floor. Council could make amendments to the live motion. Staff tried to craft the ordinance was indicated by the motion. Council Member Roden stated that the narrative he had received was that as a City, the private industry was heading in the right direction. Any new bars would be non - smoking and there were only eleven still smoking with those being reduced to seven. He felt the City needed to keep moving in that direction. An assessment had been done by citizens that indicated that there were twenty smoking bars and thirteen nonsmoking which would indicate that the city was not going in the right direction. He questioned the difference in the number of bars. Baker stated staff's list had 33 bars listed on the system and that they had made calls and contacted the bars for their smoking status. Council Member Johnson asked for a clarification of why the ordinance was being revised at this time and whether it was because of complaints from citizens. Baker stated that when the initial ordinance was approved, Council requested staff to come back in about two years to determine how the ban was working, if it was successful and if a more comprehensive ban was needed. Council Member Johnson questioned if the stated goal before was to eliminate smoking in all places. Baker stated that the ordinance was very sketchy when it was presented to the Committee. The intent was to look at what the community wanted with an eye towards a comprehensive ban. At the time of the first ordinance, the community was quite not ready for that. Council Member Johnson stated that the issue wasn't so much whether to ban smoking or not. The issue was that it wasn't completely banned. People had made major financial commitments due to the current ordinance. If the financial front had been 5 -10 years ago it would be different. The second question was the research. Make sure the reason was the reason. If this was about public health such as bartenders, then that should be said. As consumers, people could choose to go to a smoking bar or not. He questioned if staff had contacted those individuals who they said they were trying to protect. He had only heard from one bartender regarding the issue. If it was about protecting health in the work place, then cigar bars and bingo halls mattered as well. Only one bar owner wanted it because he did not want to do it and wanted Council to do it so patrons would not be mad at him. Council Member Gregory stated that the prior Council had asked that this item come back before them. He did not think it went far enough before but was equally curious to see if it went too far. He wanted to hear the entire scope on the issue. Council Member Hawkins asked about the ad hoc committee and whether it was needed now. Baker stated that an extensive amount of work was done for the initial committee. Representatives from various industries were represented in the discussion as were members of the community. City of Denton City Council Minutes April 21, 2015 Page 12 City Manager Campbell stated that the perception was that baby steps were needed and an evaluation at a later date to see if more needed to be done later. Mayor Watts reminded Council that as they moved forward with the issue, there was a motion and a second on the table. He did not want a lot of discussion in the Work Session and then have to repeat it in the regular meeting. He suggested Council move on and consider the item at the regular meeting. Council Member Johnson stated that having the Work Session would allow Council to craft language there through a conversation. Currently he saw an ordinance that he did not think there was consensus on. He questioned if there was going to be another public conversation about the proposed ordinance and have it modified again from the dais or vote on what was currently presented. City Attorney Burgess stated that Council could handle minor modifications at the dais but if there were major changes it might be better to give staff time to craft language or make changes not at the dais. Council Member Ryan felt that there was a need for more data to know how many smoking bars were in the City. Mayor Watts indicated that he was in favor of a sunset provision for consideration of prior business decisions made. He was not in favor of a grandfather clause. He did not care about the number of smoking /nonsmoking bars at this time; he was worried about the ones with patios and the ones that were not able to change direction. Council Member Gregory stated that because of the prior motion and the printed ordinance, his vision at this point was to motion for amendments and then vote on those amendments. One of his motions would be crafting a working end date, a sunset date, for bars currently smoking to no longer be smoking. City Attorney Burgess stated that a motion to amend would take precedence over a main motion. Council Member Johnson stated that if Council was going to pass an ordinance there should be an understanding of why. He questioned if this was about work place safety for employees in the bars. It seemed as though in other businesses such as cigar bars the employees did not matter. If the reason was for work place safety, then there should be no carve outs. 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 -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 City of Denton City Council Minutes April 21, 2015 Page 13 pertaining to the acquisition of real property interests located in 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 4) B. ID 15 -304 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding real estate matters related to the site selection for the DME Hickory substation, presently located at the intersection of West Hickory and South Bonnie Brae in the City of Denton, Texas, and concerning certain real property within the immediate vicinity, specifically Lots 1, 2, and 3 of the Oak Street Terrace Addition, and the potential acquisition of real property interests. Consultation with the City's attorneys regarding legal issues associated with the condemnation or acquisition of the real property interests where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceeding or potential litigation. (Consent Agenda items: ID 15 -305; ID 15 -307; and ID 15 -308) C. ID 15 -331 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 City Council Minutes April 21, 2015 Page 14 D. ID 15 -335 Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition or the condemnation of fee simple tracts, utility easement tracts, slope easement tracts, drainage easement tracts and temporary construction easement tracts for the Bonnie Brae Street Widening and Improvements project, the limits of which are generally between the intersection of Bonnie Brae Street and Interstate Highway 35 East and the intersection of Bonnie Brae Street and U.S. Highway 380, affecting real property tracts in the Robert Beaumont Survey, Abstract No. 31, the Buffalo Bayou, Brazos and Colorado Railroad Survey, Abstract No. 192, and the Eugene Puchalski Survey, Abstract No. 996, in the City and County of Denton, Texas. Consultation with the City's attorneys regarding legal issues associated with the acquisition or condemnation of the tracts referenced above where a public discussion of these legal matters would conflict with the duty of the City's attorneys to the Denton City Council under the Texas Rules of Disciplinary Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative proceedings or potential litigation. (Bonnie Brae Street segment between I -35 E. & U.S. 380 - no action item) E. ID 15 -336 Consultation with Attorneys - Under Texas Government Code, Section 551.071 Consult with the City's attorneys regarding legal issues associated with the Texas Open Meetings Act as it applies to meetings using telephone, videoconference and internet 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 -227 Motorcycle Safety and Awareness Month Mayor Watts presented the proclamation for Motorcycle Safety and Awareness Month. B. ID 15 -309 Mayor's Day of Concern for the Hungry Mayor Watts presented the proclamation for Mayor's Day of Concern for the Hungry. C. ID 15 -334 Parks Foundation and Denton Elks Gift to the City of Denton City of Denton City Council Minutes April 21, 2015 Page 15 Tim Crouch, Chair of the Parks Foundation, presented two checks to the city of Denton from the Denton Elks Club and an anonymous gift for basketball courts at two city parks in honor of Don Johnson. 3. CONSENT AGENDA Mayor Pro Tem Engelbrecht motioned, Council Member Ryan seconded to adopt the Consent Agenda and accompanying ordinance and resolutions including an Alternate Ordinance for Item A. 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 -108 A. ID 15 -139 Consider adoption of an ordinance closing, abandoning and vacating a portion of the right -of -way of Avenue D between Eagle Drive and Maple Street, being a 0.0836 acre tract, to accommodate the construction of Rawlins Hall and surrounding improvements at the University of North Texas; reserving a permanent utility easement in a portion of said tract; and providing an effective date. (Avenue D Abandonment for UNT Rawlins Hall/Gateway Park projects) Ordinance No. 2015 -109 B.ID 15 -036 Consider adoption of an ordinance creating a Capital Improvements Advisory Committee pursuant to Texas Local Government Code §395.058 as a requirement before authorizing road impact fees; appointing the Planning and Zoning Commission's members as members of the Capital Improvements Advisory Committee; providing for the adoption of procedural rules for the Capital Improvements Advisory Committee to follow in performing out its duties; and providing for an effective date. Resolution No. 2015 -012 C.ID 15 -231 Consider approval of a resolution authorizing the City Manager, or his designee, as Denton's authorized representative, to accept on behalf of the City of Denton an offer from the Texas Department of Transportation (TxDOT) relating to a grant for engineering and construction of a shared use path on Western Boulevard; confirming agreement to pay a portion of the total project cost; and providing an effective date. The Mobility Committee recommends approval (3 -0). Ordinance No. 2015 -110 D. ID 15 -274 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of a Security Access Control System for the City of Denton; and providing an effective date (RFP 5313- awarded to American Business Electronics, Incorporated (The ABE Corp.) in the five (5) year not -to- exceed amount of $2,500,000). Ordinance No. 2015 -111 City of Denton City Council Minutes April 21, 2015 Page 16 KID 15 -305 Consider adoption of an ordinance finding that a public use and necessity exists to acquire fee title to a 0.138 -acre tract situated in the E. Pulchalski Survey, Abstract No. 996, legally described as Lot 2, of Oak Street Terrace Addition, an addition to the City of Denton, Denton County, Texas ( "Property Interest "), and more particularly described on Exhibit "A ", for the public use of expansion, construction, maintenance, operation, and improvement of electrical transmission and distribution lines, facilities, and structures, including substations and switch stations; authorizing the city manager, or his designee, to make and initial offer to Serendipity Business Interests, LLC Property ( "Owner ") to purchase fee title in and to the Property Interest for the price of Seventy Five Thousand Dollars and no cents ($75,000.00), and other valuable consideration, as set forth in the contract of sale attached as Exhibit "B "; authorizing the expenditure of funds; and providing an effective date. (Hickory Street DME Substation assemblage tract: Serendipity Business Interests) Ordinance No. 2015 -112 F.ID 15 -307 Consider adoption of an ordinance finding that a public use and necessity exists to acquire fee title to a 0.138 -acre tract situated in the E. Pulchalski Survey, Abstract No. 996, legally described as Lot 3, of Oak Street Terrace Addition, an addition to the City of Denton, Denton County, Texas ( "Property Interest "), and more particularly described on Exhibit "A ", for the public use of expansion, construction, maintenance, operation, and improvement of electrical transmission and distribution lines, facilities, and structures, including substations and switch stations; authorizing the city manager, or his designee, to make and initial offer to Mankins Property ( "Owner ") to purchase fee title in and to the Property Interest for the price of Ninety Five Thousand Dollars and no cents ($95,000.00), and other valuable consideration, as set forth in the contract of sale attached as Exhibit "B "; authorizing the expenditure of funds; and providing an effective date. (Hickory Street DME Substation assemblage tract: Mankins Property) Ordinance No. 2015 -113 G. ID 15 -308 Consider adoption of an ordinance finding that a public use and necessity exists to acquire fee title to a 0.164 -acre tract situated in the E. Pulchalski Survey, Abstract No. 996, legally described as Lot 1, of Oak Street Terrace Addition, an addition to the City of Denton, Denton County, Texas ( "Property Interest "), and more particularly described on Exhibit "A ", for the public use of expansion, construction, maintenance, operation, and improvement of electrical transmission and distribution lines, facilities, and structures, including substations and switch stations; authorizing the city manager, or his designee, to make an initial offer to Neblett Property ( "Owner ") to purchase fee title in and to the Property Interest for the price of One Hundred Twenty Two Thousand Dollars and no cents ($122,000.00), and other valuable consideration, as set forth in the contract of sale attached as Exhibit "B "; authorizing the expenditure of funds; and providing an effective date. (Hickory Street DME Substation assemblage tract: Neblett Property) Ordinance No. 2015 -114 H. ID 15 -310 Consider adoption of an ordinance accepting competitive bids by way of an Interlocal Agreement with Tarrant County and awarding a contract for the purchase of City of Denton City Council Minutes April 21, 2015 Page 17 office supplies; providing for the expenditure of funds therefor; and providing an effective date (File 5682- awarded to Staples, Inc. in the five (5) year not -to- exceed amount of $1,500,000). Ordinance No. 2015 -115 L ID 15 -311 Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the construction of the City of Denton Wastewater Collection System Replacements Section 1 project; providing for the expenditure of funds therefore; and providing an effective date (Bid 5749- awarded to the lowest responsible bidder meeting specification, UtiliTex Construction, LLP in the amount of $588,302). The Public Utilities Board recommends approval (7 -0). Ordinance No. 2015 -116 J. ID 15 -313 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of water treatment chemicals for the of City of Denton Water Production and Water Reclamation divisions; and providing an effective date (RFP 5725- awarded to highest ranked proposer for each item as shown on Exhibit A of ordinance in the three (3) year not -to- exceed amount of $4,200,000). The Public Utilities Board recommends approval (7 -0). Ordinance No. 2015 -117 K.ID 15 -315 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for micro - surfacing services for the City of Denton Street department; and providing an effective date (RFP 5712- awarded to Viking Construction Inc. in the three (3) year not -to- exceed amount of $1,050,000). Ordinance No. 2015 -118 L. ID 15 -316 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of electric utility overhead transmission conductors (Suwanee) for Denton Municipal Electric; and providing an effective date (RFP 5690- awarded to Irby Utilities in the three (3) year not -to- exceed amount of $1,100,000). Ordinance No. 2015 -119 M. ID 15 -320 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 the Denton County Emergency Services District 1 for fire fighting and emergency medical services declaring an effective date. Resolution No. 2015 -013 N. ID 15 -322 Consider approval of a resolution allowing El Guapo's Mexican Restaurant to be the sole participant allowed to sell alcoholic beverages at the Cinco de Mayo Celebration on May 2, 2015, upon certain conditions; authorizing the City Manager or his designee to execute an agreement in conformity with this resolution; and providing for an effective date. Staff recommends approval of the request. City of Denton City Council Minutes April 21, 2015 Page 18 Ordinance No. 2015 -120 O.ID 15 -338 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of hangars at Denton Enterprise Airport; providing for the expenditure of funds therefor; and providing an effective date (RFP 5753- awarded to Mag Construction Services, LLC in the not -to- exceed amount of $617,801.65). 4. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 15 -337 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. Lindsay Baker, IGR/PIO, stated that based on Council comments during the Work Session, a few minor changes had been made to the proposed ordinance. She reviewed the current ordinance provisions in terms of where smoking was prohibited and where smoking was permitted. Add -ins and amendments to the proposed ordinance were presented along with the definitions of patio in terms of current wording and the streamlined version of patio. The definition of cigar bar with increased wording for particular equipment was reviewed. That wording indicated that the specific equipment would be needed to qualify for a cigar bar. The grandfather provision for bars was reviewed including the provisions that would grandfather bars for smoking. Mayor Watts indicated that as this was not a public hearing those individuals wishing to address the Council would need to complete speaker cards. Council Member Ryan questioned the provision regarding bingo parlors as to whether it meant a business model or a current business. City Attorney Burges reviewed the definition as written. Council Member Ryan stated that if an existing location moved and had already installed the barrier, it would still be able to allow smoking. City Attorney Burgess stated correct as provided in the Occupations Code. The following individuals spoke regarding the proposal: Billy Poer, 1716 Eagle Drive, Denton, 76203 — opposed as presented Council Member Hawkins stated that he was struggling to protect bartenders and workers in these establishments and asked Poer if he felt forced to go into these environments to work or work at these establishments. City of Denton City Council Minutes April 21, 2015 Page 19 Poer stated that he did not feel forced to go into these establishments but that the public health was still there. Jennifer Jaynee, 6303 W. Shady Shores Rd., 4628, Denton 76208 — did not speak but was opposed as drafted Charlie Nolet, 719 W. Hickory St., Denton, 76201- opposed - in terms of a public health issue, no one ever had to step into a bar. Smoking was legal; he had not seen what was being proposed. Council Member Johnson stated that Council did not vote on the motion and second at the last meeting in order to have additional discussion. The drafted ordinance was reflective of the motion and second and this discussion was a continuation of that prior discussion. Nolet stated that the proposal would only affect a small portion of people and businesses. People did not have to go into his business. Lin Taylor, 119 W. Hickory St., Denton, 76201 — opposed - All of her employees smoked - this would not be helping their health. Ban could put businesses out of business with this prohibition. People should be able to smoke if they wanted, it was legal. Do research and talk to employees about their preferences. Kay Kamm, 8900 Carpenter Fwy., Dallas, 75247 - opposed as it was not a comprehensive ordinance for all establishments; either amend it with a comprehensive ordinance or reject the proposed ordinance. Michael Hennen, 724 Thomas Street, Denton, 76201 - opposed as drafted - Smoke Free Denton found 19 bars that allowed smoking, which meant more employees were affected by second hand smoke than originally discussed. Council Member Hawkins asked about smoking in a cigar bar. Hennen stated that he did not have a problem with that as a humidor would protect others from the smoke. Council Member Hawkins stated the purpose of the humidor was to not limit the smoke. Smoking would be all around the people there. Hennen still felt it was a good compromise. Kelsey Bernstein, 7272 Greenville Ave., Dallas, 75231- opposed as presented due to the grandfather provision. Mike Cheves, 900 Jeffrey, Denton, 76208 — opposed - if protecting people from smoking, then ban cigarettes, ban everywhere and not exempt cigar bars. He was opposed due to free enterprise. He felt this was trying to legislate health. City of Denton City Council Minutes April 21, 2015 Page 20 Carey Bilyeu, 2019 N. Locust St., Denton, 76209 — opposed; questioned the patio provision and why have an ordinance if change ownership of bar, then loose the grandfather clause. It devalued the establishment with that provision; delay approval of the ordinance. Adam Arnold, 119 S. Elm St., Denton, 76201 — opposed - not present but was opposed. Daniel Davis, 1717 Oak Tree Dr., Denton, 76209 - opposed - studies were net effect and not per business. Studies showed that correlation was not causal. The actual effect would target a small number of businesses in which a small number of the relative Denton population went to and would drive smokers into the streets. Jennifer Gibbs, 119 S. Elm St., Denton, 76201 — opposed; not protecting the health of people because if health was a concern cigar bars, bingo and fraternal organizations would be included. Erin Rener, 1508 Morse St., Denton, 76208 - opposed Jeremy Birchfield, 1607 W. Oak St., 4117, Denton, 76201 - opposed Lloyd Banks, 1009 Ave C., Denton, 76201 — not present but was opposed Comment cards were submitted by: Pam Gibbs, 2020 Kendolph Dr., Denton, 76205 - opposed Pat Cheek, 1220 Tulane Dr., Denton, 76201 - opposed Tatum Shea, 990 West Highland, Denton, 76201 — opposed as presented Schuyler Dix, 905 Cleveland Dr., Denton, 76201 — opposed as presented Casey McGowen, 990 West Highland, Denton, 76201 — opposed Alicia Yancey, 2606 Shelby Ave., 4306, Dallas, - opposed Mallory Aleem, 302 Wrangler Ln., Denton, 76205 — opposed as presented Marie Milleage, 9504 Grandview Dr., Denton, 76207 - opposed as presented Kamyon Conner, 908 N. Austin St., Denton, 76201 — opposed as drafted Turner Wortham, 2217 Northway, Denton, 76207 — opposed as drafted Abby McAlpin, 990 W. Highland St., Denton, 76201 — opposed as presented Kayleigh Kincer, 990 West Highland St., Denton, 75057 — opposed as presented Nicholas Miller, 1016 Beechwood, Denton, 76210 - opposed as presented Mayor Watts stated that there was a motion and second on the table Council Member Hawkins stated that when the ad hoc committee was formed, the ordinance was very outdated. It had since been updated and he questioned why it was being discussed again two years later. Baker stated that the Council had requested that staff bring it back in two years to see if it was having the desired effect and if any changes were needed in the provisions. Council Member Hawkins asked if the Committee felt it would get back together for the review. City of Denton City Council Minutes April 21, 2015 Page 21 Baker stated that staff did not get from Council that it would be reconvened but some of the committee members felt it would be reconvened. Council did not feel it was appropriate at this time. Council Member Gregory stated that there was a motion on the floor but he wanted to amend that motion to amend the last sentence of Section 4 by striking the language "upon change or use of change of ownership said establishment shall lose its designation of a smoking bar ". He motioned to amend the language to "a bar operating as a smoking bar as of the effective date of this ordinance shall cease operation as a smoking bar on or before December 31, 2016 and shall thereafter comply with all provisions of this ordinance ". Council Member Engelbrecht seconded the motion. Council Member Johnson asked for a point of clarification. Council would vote on this amendment and there may be other amendments. At some point Council would vote on the entire ordinance with the amendments in it. He questioned if a provision was amended that might affect another provision, was Council able to later amend that same point. In other words, could an amendment be amended. City Attorney Burgess stated that the Council's rules allowed an amendment to be amended one time but no more. However, a friendly amendment could be offered as well. Council Member Roden stated that this motion was offered as a distinct and standalone amendment and questioned if that was the intent. As the maker of the original he questioned if he could simply adopt it as a friendly amendment to his original motion. City Attorney Burgess stated that it was offered as an amendment and not as a friendly amendment so as it currently stood, it was an amendment to the motion. Council Member Hawkins asked about procedure if he was to motion to continue in order to form an ad hoc committee. City Attorney Burgess stated that a motion to continue took priority and she would have to review Council's procedures to see if it took priority over the current motion to amend or the entire motion. Council Member Gregory felt that Council had tried to do a lot over time to craft the best ordinance possible. The goal of his motion was to do as much as possible to protect as many workers as could be done in the City. If the December 31, 2016 was a problem and if it meant another vote to adjust that date, he would be open to a friendly amendment in that regard. City Attorney Burgess stated that according to the Council's rules, a motion to postpone took precedence over a motion to amend. Council Member Hawkins motioned to postpone to date certain to allow the ad hoc committee to reconvene to study the issue. He did not see a hurry to revise the ordinance and felt that the Committee needed to look at the issue again. Council Member Ryan seconded. He was on the initial ad hoc committee and they were told it would come back to the Committee. City of Denton City Council Minutes April 21, 2015 Page 22 Council questioned if a motion to postpone was debatable. Mayor Watts stated that Council could also suspend the rules if needed in order to have discussion. Mayor Pro Tem Engelbrecht questioned whether the motion was to reconvene the former committee or form a new committee. If a new group, he questioned the rules for formulation and if the former group, what would be the procedure if someone was no longer available to serve. Mayor Watts stated that the motion on the table was a motion to continue but that the purpose or intent of the motion was to reestablish the ad hoc committee. He questioned if the establishment of the ad hoc committee was a substitute aspect and an aspect of the motion to continue. Council Member Hawkins responded yes as he felt the previous ad hoc committee that was formed was an effective group and an effective way to get to a compromise on the ordinance. He would like to see that repeated. He did not have all the details at this time but wanted that previous procedure followed. Mayor Watts indicated that a motion to postpone was not debatable unless there was a request for a suspension of the rules. If Council agreed to that, it could be debated or discussed. Council Member Johnson requested to suspend the rules as he felt there were other reasons for a continuance that made sense in the addition to the ad hoc committee. He questioned if the request to continue was only for one reason or could there be other reasons as well. City Attorney Burgess stated that the motion was to postpone until such time as the ad hoc smoking committee had an opportunity to vet the issue and upon completion of the work of the ad hoc committee, it would be placed back on the City Council agenda. Council Member Hawkins stated that was his motion and that he touched on a few items to consider such as the ordinance and the mix of the ad hoc committee. Mayor Watts felt that the motion as it stood did not sound like a motion to postpone as a motion to postpone would postpone the current ordinance on the table. The motion by Council Member Hawkins was a motion to postpone with some other type of action attached to it which he felt defeated the purpose of the motion to postpone and therefore became its own motion. A motion to postpone would be to postpone the current ordinance that had been motioned and seconded with an amendment that had been motioned and seconded. City Attorney Burgess stated that the motion on the table was to postpone this ordinance to an event certain. If postponed and if the Committee vetted it and decided to recommend a different ordinance, Council could chose to let this ordinance die and act on whatever ordinance the Committee brought forward. Council Member Johnson asked if he could offer a friendly amendment to a motion to postpone as he felt the motion to postpone was specifically to reconvene the ad hoc committee. Mayor Watts questioned whether the motion to postpone to reconvene the ad hoc committee was a valid motion. City of Denton City Council Minutes April 21, 2015 Page 23 City Attorney Burgess stated that the motion to continue as she understood it was to continue to an event certain reconvening the ad hoc committee. Mayor Watts stated if that was the motion and second, then it was possible to make a friendly amendment to a motion to postpone to a date certain. Council Member Johnson offered a friendly amendment that in addition to the reconvening of the ad hoc committee, factual data be established through a survey of all bartenders in the city of Denton whether they smoked or not and whether they support a smoking ban or not. The reason he wanted to offer that friendly amendment was the stated purpose of this from the beginning was to protect them. He felt the role of government was to protect those unable to do so but he did not see that they wanted to be protected. City Attorney Burgess restated that the friendly amendment to the motion was to postpone to reconvene the ad hoc smoking committee and gather the data to an event certain upon the completion of those two tasks. Council Members Hawkins and Ryan were in agreement with the friendly amendment to their motion and second. Mayor Watts questioned if the amendment to postpone was debatable. City Attorney Burgess stated that it would not be debatable without a suspension of the rules. Mayor Pro Tem Engelbrecht requested a clarification of the motion and amendment regarding the event certain. Council Member Gregory asked for a point of clarification. It seemed that the only data collected would be from bartenders. Council Member Johnson stated that Council would determine who would collect the data in terms of a survey of bar employees whether they smoked and if they supported a ban on smoking in bars. Council Member Gregory asked about other businesses. Council Member Johnson stated that the ordinance would only ban smoking in bars. Mayor Watts stated that if Council was going to continue with a discussion, there needed to be a motion to suspend the rules. He was not allowed to comment until there was a suspension of the rules. Council Member Hawkins motioned, Council Member Ryan seconded to suspend the rules. On hand vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously City of Denton City Council Minutes April 21, 2015 Page 24 Mayor Watts stated that he was not in favor of the motion to postpone. He had enough discussion on the proposal and reconvening the committee would not give any more information than was needed now to make a decision. If the issue was for work place safety, smoking should be banned in cigar bars and smoke shops. He wanted to talk about an exception to bingo halls. This was a policy decision. Mayor Pro Tem Engelbrecht stated that he was not in support of the motion to postpone. On roll call vote for the motion to postpone to an event certain which was the convening of the ad hoc smoking committee to vet the issue and include a survey to gather data regarding smoking preferences of bar employees and whether they supported the ban, Council Member Hawkins "aye ", Council Member Johnson "aye ", and Council Member Ryan "aye ". Mayor Pro Tem Engelbrecht "nay ", Council Member Gregory "nay ", Council Member Roden "nay ", and Mayor Watts "nay ". Motion failed with a 3 -4 vote. Council considered the amendment offered by Council Member Gregory. That motion was to amend the last sentence of Section 4 of the ordinance so that it would state that a bar operating as a smoking bar as of the effective date of the ordinance shall cease operating as a smoking bar on or before December 31, 2016 and shall thereafter comply with all provisions of this ordinance. Council Member Johnson offered a friendly amendment to change the date to December 31, 2017 to give time for businesses to work on a business plan to reinvent themselves. The ordinance gave advantages to bars with patios over those without patios. Council Member Gregory and Mayor Pro Tem Engelbrecht accepted the friendly amendment to change the date to December 31, 2017. Council Member Gregory restated that the motion would be to strike the last sentence in Section 4 and substitute "a bar operating as a smoking bar as of the effective date of the ordinance shall cease operating as a smoking bar on or before December 31, 2017 and shall thereafter comply with all provisions of this ordinance ". City Attorney Burgess stated that the motion would strike the language in Section 4 a. 7 the last sentence. Council Member Roden stated that the motion would effectively make mute Section 4.a.7.1 and questioned if Council Member Gregory was going to address any of the other sections. Council Member Gregory stated that he would expect that a bar would register as a smoking bar and would follow any of the other rules in the provision unless Council amended any other rules. He had an idea for an amendment for Section 4.7. Council Member Roden asked if he could make a friendly amendment that was not amending the amendment. His friendly amendment would be to strike Section 4.a.7.4 which was the clause not allowing live music performances. That clause would be struck from the ordinance. Council Member Gregory and Mayor Pro Tem Engelbrecht were in favor of that friendly amendment. City of Denton City Council Minutes April 21, 2015 Page 25 On roll call vote for the amendment to change the wording in Section 4 to "a bar operating as smoking bar as of the effective date of the ordinance shall cease operating as a smoking bar on or before December 31, 2017 and shall thereafter comply with all provisions of this ordinance" and to strike Section 4.a.7.4 regarding the prohibition of live music performances, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", and Mayor Watts "aye "; Council Member Hawkins "nay" and Council Member Ryan "nay ". Motion carried with a 5 -2 vote. Council Member Gregory motioned to amend Section 4.7 to "which do not have an open aired outdoor patio ". The effect of this was bars operating as smoking bars with an open aired outdoor patio could use it now as a designated smoking area and would not have to be exempted until December 31, 2017. Mayor Pro Tem Engelbrecht seconded the motion. Council Member Roden questioned if that would be part of the administrative process whereby they would have to register as a smoking bar and one of the criteria to allow them to register as a smoking bar would be the absence of a patio. Council Member Ryan questioned the effective date. Mayor Watts stated that currently the effective date was 120 days. On roll call vote for the amendment regarding open aired outdoor patios, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Roden "aye ", and Mayor Watts "aye "; Council Member Hawkins "nay ", Council Member Johnson "nay ", and Council Member Ryan "nay ". Motion carried with a 4 -3 vote. Council Member Johnson motioned to amend Item 4.a.7 to strike 41 requiring bars to register. He reasoning was that if smoking was going to be allowed until December 31, 2017 was it necessary to have a registration process. Council Member Hawkins seconded the amendment. Council Member Roden stated as even though there was the requirement to have a posting of a conspicuous sign declaring a smoking establishment, it would still give clarity to have a registration process. Council Member Johnson rephrased Council Member Roden's comment that it would be logical that all of the bars would move away from smoking because that was the direction the City was going. He felt it was the direct opposite and that they would want to keep their options open. He felt all of the bars would register if the City had the option to do so. Mayor Watts stated that the amendment that previously passed indicated that if a business did not have open air patio then they would get the sunset date. If an establishment did have an open air bar the effective date was 120 days and after 120 days it would have to be nonsmoking. The sunset date only applied to bars without an open aired patio. On a registration, after 120 days, it would be down to those with or without a patio. He questioned why Council Member Roden would be in favor of maintaining the registration process. Council Member Roden stated he was just responding to Council Member Johnson's concern. City of Denton City Council Minutes April 21, 2015 Page 26 On roll call vote regarding the amendment to amend Item 4.a.7.1 to strike requiring bars to register, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", and Mayor Watts "aye "; Council Member Roden "nay ", and Council Member Ryan "nay ". Motion carried with a 5 -2 vote. Council Member Gregory motioned to add wording to the definitions section regarding tobacco bar. He did not have a problem with Item 1 and 2 as listed. For Item 3 he would add "has signage stating that it was a tobacco bar, add Item 4 "does not employ or allow entrance to anyone under 18 years of age ", and add Item 5 "generates at least 15% of its quarterly gross revenues from the sale of tobacco products ". Mayor Pro Tem Engelbrecht seconded the motion. Council Member Hawkins questioned how the 15% would be regulated. Council Member Gregory stated that it would be done only with a complaint. Council Member Johnson questioned if the business held a permit and held an alcoholic beverage permit and at least 15% of sales must be from tobacco products, how would that relate to a tobacco shop. Council Member Gregory stated that a tobacco bar was different from a tobacco shop and he was only interested in the definition for tobacco bar. On roll call vote for the change in definition for tobacco bar, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", and Mayor Watts "aye "; Council Member Ryan "nay ". Motion carried with a 6 -1 vote. Council Member Johnson motioned to reinstate Section 2.a.21 regarding "any location which was within 30 feet of an entrance to a location which smoking was prohibited ". He would be open to a modification of that distance. He wanted this section back in the ordinance because if this was about public health, he was sure people will begin smoking on sidewalks as they could not smoke in the establishments. That would force people to walk through second hand smoke on the sidewalks. Mayor Pro Tem Engelbrecht seconded the motion. He felt the sidewalk issue was a big economic issue as people did not want to walk through smoke on the Square. Council Member Gregory expressed a concern with adding the section back in as the way it was written would prohibit most smoking on patios as there had to be some kind of entrance to get to the patio and back out. Council Member Johnson questioned if a passage way from within an establishment onto a patio that was part of the establishment was an entrance unless it had a patio at its entrance. Council Member Gregory stated that the intent was not to exempt smoking from the patio. He questioned if there needed to be a definition of entrance in the ordinance. City Attorney Burgess stated it might be best to include such a definition. City of Denton City Council Minutes April 21, 2015 Page 27 Council Member Johnson suggested the wording "within 30 feet of the street front entrance and /or main entrance to a non smoking establishment ". Mayor Pro Tem Engelbrecht needed clarification on the definition before he would agree to it with his second. He questioned if it meant 30 feet on the exterior from the entrance. He felt it needed to say 30 feet from the entrance outward into the public space. He did not see it dealing with a patio. Council Member Johnson replied correct; that it would be any location 30 feet of an exterior entrance. Mayor Pro Tem Engelbrecht stated that it would be 30 feet outward into the public space. In that case, he would agree to that with his second. Council Member Ryan questioned the situation where the patios were the front entrances. Council Member Johnson stated that his wording would be "a non - smoking establishment 30 feet from the street front exterior entrance into a non - smoking establishment ". Mayor Watts stated that the amendment was talking about public space. If the patio was part of the business, it was not public space and was part of the establishment. Council Member Johnson stated that the use of "public space" was the term to use. Mayor Pro Tem Engelbrecht was in agreement with the change in wording for his second to the amendment. Council Member Roden stated that businesses that take up public space would not be considered on their private property. Council Member Johnson replied correct that two tables on a public sidewalk was not a patio. Council Member Ryan questioned the situation where there would be a private patio within 30 feet of another establishment. Council Member Johnson stated that situation would not be public space, it would be private space. Council Member Ryan asked about areas away from downtown such as Kroger. He questioned if individuals could not smoke in the parking lot which was private property. Council Member Johnson stated that he was talking about public sidewalks and about the Square including Hickory and Industrial. He was talking about public sidewalks however it was defined. On roll call vote regarding reinstating Section 2.a.21 regarding "any location which was within 30 feet of public space to an entrance to a location which smoking was prohibited ", Mayor Pro City of Denton City Council Minutes April 21, 2015 Page 28 Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", and Mayor Watts "aye "; Council Member Ryan "nay ". Motion carried with a 6 -1 vote. Mayor Pro Tem Engelbrecht questioned Section 4.a. 5 "bingo parlors ". His assumption was that with the original ordinance there was only one bingo parlor that was being discussed and now the wording was "bingo parlors which may not exist on the effective date ". He questioned why the wording was not just for the original bingo parlor or a continuation of ones that were. He did not want new ones to come up before the effective date of the ordinance. He felt some kind of language stating that needed to be added. Council Member Gregory suggesting changing the wording to say existing on the date of passage of the ordinance. Mayor Pro Tem Engelbrecht motioned to amend Section 4.a.5 to state "any bingo parlor existing on the date of passage of the date of this ordinance ". Council Member Gregory seconded the motion. On roll call vote for the amendment to the wording for bingo parlors, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Hawkins "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", and Mayor Watts "aye "; Council Member Ryan "nay ". Motion carried with a 6 -1 vote. Council Member Roden called the question. Mayor Watts stated that the question was to vote on the original motion as amended at this meeting. Council Member Gregory seconded. City Attorney Burgess indicated that Council could only discuss the calling of the question. There could be no other comments regarding the ordinance as calling the question cut off any debate. Council Member Roden withdrew his calling of the question. Council Member Gregory agreed to withdraw his second. Council Member Johnson stated that he appreciated the discussion of Council and the manner in which it was conducted. The stated purpose of revising this ordinance was for work place health and safety. He felt smoking and secondhand smoke was bad. People made decisions to work in a bar and the role of government was to protect those who could not protect themselves. One life was not worth more than another and that was done at this meeting. He would be voting for the amended ordinance but he wanted to make sure it had at least the changes made at this meeting. Council Member Hawkins stated that he was not in favor of amended ordinance. Although he agreed with many of the amendments, smoking was legal and he was struggling with the issue. If an individual wanted to go to a place that had smoking, he should be able to do that. A small business owner should be able to open a smoking establishment as long as it was legal to do that. This was not the role of government. People were adults and did not have to go into these places if they did not want to. City of Denton City Council Minutes April 21, 2015 Page 29 Council Member Ryan agreed with Council Member Hawkins comments. The national trend was moving towards the legalizing of marijuana but the national trend was also to prohibit smoking which was legal. This took away the rights of people to go into establishments where they wanted to go. Council Member Gregory stated that the ordinance did not take away a person's right to smoke, only to smoke in certain places. The role of government was to preserve and protect health, safety and general welfare. Mayor Watts appreciated the honesty and candor of the members and the process as it evolved. Council Member Roden motioned, Council Member Gregory seconded to adopt the ordinance as amended. On roll call vote, Mayor Pro Tem Engelbrecht "aye ", Council Member Gregory "aye ", Council Member Johnson "aye ", Council Member Roden "aye ", and Mayor Watts "aye "; Council Member Hawkins "nay ", and Council Member Ryan "nay ". Motion carried with a 5 -2 vote. 5. PUBLIC HEARINGS Ordinance No. 2015 -122 A. Z14-0025 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a rezoning of approximately 2.402 acres from Neighborhood Residential 2 (NR -2) to Community Mixed Use - General (CM -G). The subject property is generally located at the northeast corner of Teasley Lane and Robinson 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 (Z14-0025). The Planning and Zoning Commission recommends approval of this request (6 -0). Aimee Bissett, Interim Director of Planning and Development, stated that this public hearing would address the rezoning for Lakewood Square. The request was to rezone from NR -2 to Community Mixed Use. She presented the location map, existing zoning, proposed zoning, future land use map, background of the property, staff analysis uses were consistent with what was on the ground and consistent with Denton Plan. There was one response received in opposition to the proposal. She presented the criteria for approval of the zoning amendment which the proposal met. The Planning and Zoning Commission as well as the Development Review Committee recommended approval. The Mayor opened the public hearing. No one spoke during public hearing. The Mayor closed the public hearing. Council Member Johnson 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 City of Denton City Council Minutes April 21, 2015 Page 30 Roden "aye ", Council Member Ryan "aye ", and Mayor Watts "aye ". Motion carried unanimously. Ordinance No. 2015 -123 B. Z15 -0001 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding initial zoning of approximately 2.397 acres from Rural Residential -5X (RD -5X) to Neighborhood Residential 1 (NR -1). The subject property is generally located on the east side of Cunningham Road and approximately 1300 feet north of Mills Road. The Planning and Zoning Commission recommends approval (7 -0). Aimee Bissett, Interim Director of Planning and Development, stated that this was an initial zoning request for property located at 194 Cunningham. The change in zoning would be from RD -5X to NR -1. She presented location map, existing zoning map, proposed zoning map, future land use, and background of property. Analysis criteria for the zoning change were presented which the proposal met. The Planning and Zoning Commission as well as the Development Review Committee recommended approval. The Mayor opened the public hearing. No one spoke during the public hearing. The Mayor closed the public hearing. Council Member Roden 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. A15 -0012A Hold the second of two public hearings to consider annexing approximately 620.82 acres of land contained in eight of fifteen previously designated annexation areas. The individual parcels of land currently proposed for annexation received Non - Annexation Agreements in 2010, and either do not qualify for exemption under §43.035 of the Texas Local Government Code, or the owners of record failed to execute Non - Annexation Extension Agreements offered by the City. Four of the previously designated annexation areas contain approximately 478.78 acres of the parcels proposed for annexation, and these four areas are generally located in the northwestern quadrant of the City of Denton's Extraterritorial Jurisdiction (ETJ), Division 1, and were previously designated in a 2009 Growth Management Plan as PAA1, PAA2, PAA3, and PAA4. The remaining 142.04 acres of land currently proposed for annexation lie within unincorporated ETJ pockets located within the body of the City of Denton's corporate limits, previously designated in a 2009 Growth Management Plan as areas DH2, DH3, DH4, and DH 11. (A15- 0012A) City of Denton City Council Minutes April 21, 2015 Page 31 Aimee Bissett, Interim Director of Planning and Development, stated that this was the second public hearing for the annexation of 620 acres in 8 of 15 annexation areas. These were properties which previously had non - annexation agreements but at the time of the expiration of the agreements did not qualify for an extension or did not execute an extension. She reviewed the annexation areas. Since the first public hearing three properties had been removed from the proposed annexation. One property in DH2 was recorded in error by staff and the other two property owners in PAAI upon expressing notification concerns were allowed to complete non - annexation agreements. The Service Plan to the annexed areas was presented along with the annexation schedule. Staff recommended annexation of the identified properties. The Mayor opened the public hearing. The following individuals spoke during the public hearing: LaDonna Pockrus, 9080 Wolf Run, Ponder 76259 - not present but in opposition Larry Pockrus, 9080 Wolf Run, Ponder 76259 — not present but in opposition Nathan Harvey, 4353 Bonnie Brae St., Argyle 75226 — opposed Pat deBaca, 9861 Jim Cristal Rd., Krum 76249 — opposed Denny Dodd, 4923 Ganzer Rd. W., Krum — opposed Annette Mulkey, 912 Cole Ave., Denton - opposed Jane Trevino, 4597 Ganzer Rd. W., Krum 76249 - opposed The Mayor closed the public hearing. No action was required on this item at this time. D. Z14-0013 Hold a public hearing and consider a rezoning from Neighborhood Residential 2 (NR -2) to Neighborhood Residential Mixed Use 12 (NRMU -12) on an approximately 10.274 acre property located at the southwest corner of Teasley Lane (FM 2181) and Pennsylvania Drive. The Planning and Zoning Commission recommends denial (6 -0). A supermajority vote by City Council is required for approval. Aimee Bissett, Interim Director of Planning and Development, stated that this proposal was for a rezoning of the Vista Academy. She presented the location map, existing zoning map, proposed zoning, and purpose of the rezoning. A mixed use overlay was included which would only allow a school. The criteria for approval were presented which the proposal met. The future land use was for low residential NRMU -12 which did not conform to this use. The requirements of the transportation provisions and the associated traffic constraints were presented. As of the date of formal notification, there were 57% of the property owners within 200 feet of the proposal in opposition. That amount would require a 3/4 majority vote of Council for approval. The Planning and Zoning Commission and the Development Review Committee recommended denial. The applicant had submitted a letter questioning to table the proposal until June 2nd to review engineering plans and entrance points. They wanted an opportunity to update their plans and written plans from TxDot. City of Denton City Council Minutes April 21, 2015 Page 32 Council Member Johnson stated that a proposal in that area kept being denied due to traffic on Pennsylvania. If there was a problem today he questioned where the data was and what TxDOT would allow to be done. The Mayor opened the public hearing. The following individuals spoke during the public hearing: Terry Wright, 1110 South Elm, Carrollton, 75006 - Presented reasons for tabling. R. Von Beougher, 111 Hillside Dr., Lewisville, 75057 — engineer for the project - waiting for formal approval from TxDOT thus requesting postponement. Lou B. Nelson, 2901 Carmel, Denton, 76205 - opposed Charles Parker, 832 Southmont Dr., Denton, 76205 - opposed George C. Goen, 2900 Pennsylvania Dr., Denton - opposed Angela Samide, 2101 Miranda Place, Denton, 76210 - support J. Virgil Strange, 531 North Locust Denton, 76201 - opposed L. Dee Shipman, 3004 Dentin Dr., Denton, 76205 - opposed Jerry Mohelnitzky, 3005 Dentin Dr., Denton, 76205 - opposed Comment cards were submitted by the following: Kathryn Parker, 832 Southmont Denton 76205 - opposed David and Carol Rowley, 3012 Pennsylvania Ct., Denton, 76205 - opposed William and Lisa Schneider, 1166 Southmont Dr., Denton, 76205 - opposed Randy Robinson, 2913 Denton Dr., Denton, 76205 - opposed John and Sharon Rainey, 2909 Destin Dr., Denton, 76205 - opposed Sandra Robinson, 2913 Destin Dr., Denton, 76205 - opposed Charlie and Lynn Davis, 2904 Pennsylvania Ct., Denton, 76205 - opposed Vivian Casper, 3004 Pennsylvania Ct., Denton, 76205 - opposed Jeffrey Eckels, 1015 Egan St., Denton, 76201 - opposed Evelyn Dunn, 1109 Sandestin Dr., Denton, 76205 - opposed Charlie Davis, 2904 Pennsylvania Ct., Denton, 76205 also spoke in opposition. Mr. Wright was allowed a 5 minute rebuttal. He indicated that the Traffic Impact Analysis Study showed 2.5 car trips for these schools. The traffic access would be off Teasley and not Pennsylvania. They were adding a fire gate in order to have two access points for emergency vehicles. The Mayor closed the public hearing. Council Member Johnson asked if the traffic impact analysis showed the need for a traffic signal at Pennsylvania. Mike Bell, Planner, stated that TxDOT had indicated that it did not meet warrants now or as proposed. Council Member Johnson asked if TxDOT had granted a median cut and curb cut. City of Denton City Council Minutes April 21, 2015 Page 33 Earl Escobar, Engineering Development Review Manager, stated that TxDOT indicated that they would consider a median opening and curb cut. It was conceptually approved but did not have final approval at this time. Council Member Johnson felt that the use fit the neighborhood but the traffic did not. He suggested some kind of right turn lane be explored for Teasley in that location. Council Member Hawkins motioned, Council Member Roden seconded to deny 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. E. ID 15 -327 Hold a public hearing inviting citizens to comment on the City of Denton's 2015 - 2019 Consolidated Plan for Housing and Community Development and the 2015 Action Plan for Housing and Community Development. Barbara Ross, Community Development Manager, stated that this agenda item was to receive comments from the public regarding the 2015 -16 Action Plan. The Mayor opened the public hearing There were no speakers. The Mayor closed the public hearing. There was no action needed on this item. 6. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. City of Denton City Council Minutes April 21, 2015 Page 34 Council Member Johnson asked that as a short term measure within the next 60 days to have large simple signs indicating free public parking installed at all public lots within a block of the Downtown. Council Member Johnson asked for a report on wayfinding signage especially on the four corners on the Downtown Square in terms of what could be done and what the cost would be. Council Member Ryan requested staff investigate the lighting in that old tax office area. Council Member Ryan requested a report on the City facilities greenness such as recycling and water conservation. B. Possible Continuation of Closed Meeting of Closed Meeting topics, above posted. The Council did not return to the Closed Meeting. With no further business, the meeting was adjourned at 11:00 p.m. CHIRS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES April 28, 2015 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, April 28, 2015 at 2:30 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. ID 15 -293 Receive a report, hold a discussion and give staff direction regarding a potential Economic Development Chapter 380 Grant Agreement and Lease Contract with Orison Holdings for a coworking space that may be administered by the Dallas Entrepreneur Center to support entrepreneurship and innovation in Tax Increment Reinvestment Zone (TIRZ) Number One. Aimee Bissett, Director of Economic Development, stated that she would be updating the CoDenton initiative for Denton. Her presentation would be a refresher on where the project was heading and what components were on the various contracts and agreements. CoDenton was a community driven demand program that centered on recruiting high tech companies to Denton. It included coworking space with a business incubator, created high -wage knowledge based jobs and retained Denton's educated workforce. Entrepreneurship components included a coworking space hub, programs and events and a third party operator. Recruitment components included quality of life as a driver, utilized networks, had wage -based incentives, and a workforce. Collaboration involved technology infrastructure and partners, education and workforce partnerships, nonprofit and investment partners and real estate /development partners. Factors in the coworking space included (1) co- working daily or monthly desk and office rental, (2) business incubator /accelerator program to launch or scale new startup businesses, (3) events, mentoring, guest lectures, hackathons, and (4) investment recruiting /matching venture capital angel funding. Operating models were investment vs. nonprofit/community based; the Dallas Entrepreneur Center operating model and local TechMill grassroots effort. The coworking space opportunity points were reviewed (1) looking for a catalyst project "The Railyard ", (2) a location that had the right ingredients, (3) collaboration with a local developer /partner, (4) joint recruitment of tenants, (5) revitalization of lower - income blighted areas and (6) had a $15 million mixed use transit oriented development. This project had the ability to become a catalyst project for an innovation district in the area and revitalize the entire section of the City. Staff was looking for a lease space in the building for the City. There were three components to the contract — the lease agreement with City and Railyard, a grant agreement (TIF fund) and a sublease agreement with the city of Dallas Entrepreneur Center. Downtown TIF Project Plan — currently there was $4.9 million for projects in the Downtown area that could include grants, loans and services for public and private development that involved historic preservation, demolition, environmental remediation and economic development grants. Chapter 380 of the Local Government Code granted municipalities in City of Denton City Council Minutes April 28, 2015 Page 2 Texas the authority to offer grants and loans of public funds to stimulate economic development. Terms of the Downtown TIF project plan stated that the City could acquire, lease, sell or otherwise transfer property to accomplish the public purpose of economic development that was consistent with the Project Plan. Such projects could include public - private partnerships, transit - oriented developments, or the recruitment of specific industries included but not limited to, hi- tech or emerging technology companies. The background of the Dallas Entrepreneur Center was reviewed (DEC). The DEC had submitted a proposal to operate the CoDenton space. 10% of that revenue would go back into the program itself. The Center's proposal was to operate the CoDenton space, host events and build culture. The cost of marketing would be shared, a staff member (City /DEC) would be hired and the project would have an affiliate membership in the Dallas and Addison associations. Mayor Watts questioned the budget of $220,000 for one staff person. Bissett stated that the budget included staff, programming, funding, etc. Mayor Watts asked about hiring staff. Bissett stated that a full -time employee would be hired by the City to get the project launched. After DEC generated income at a certain threshold, they would bring someone in to operate the space. The City employee would then move to another program in her department. Mayor Watts stated that the City employee would not be available to do other things at the beginning as he /she would be working just on this project. Bissett stated that the employee would work with other projects at the beginning not just this one project. Mayor Watts asked about benchmarks. Bissett stated that there would be a core steering committee to define metrics for success and was part of the action plan to finalize development of the project. Mayor Watts stated he would like to see what those were before finalizing the contracts. Council Member Roden questioned what types of companies might be interested in the space. Bissett stated that since they had started talking about the project, the level of interest was very high. There were individuals who wanted to be part of the lease space or part of the program as soon as possible. There were well established companies already in Denton who wanted to negotiate lease space in Denton and a variety of companies that wanted a smaller space to operate. Council Member Johnson asked about the TIF funding in terms of rent and marketing. He questioned if staff had what the City's total budget would be. City of Denton City Council Minutes April 28, 2015 Page 3 Bissett stated that the $220,000 was in her budget and that the grant would be a small component above that. Council Member Johnson asked if the total cost was 100% funded by City dollars or a cooperative investment. Bissett stated that it was a cooperative investment from DEC. DEC would do fundraising and look for investment opportunities for the program. They were non - profit so income would be reinvested into the program. Council Member Johnson stated that the City would be providing space that would be in competition for those who had to rent their own space. Bissett stated that the City would enter into contractual agreement for an entity to operate the space. The direction staff had received from Council was to move to a non - profit model to better benefit citizens. Council Member Hawkins asked about a timeline for the apartments and incentives for the apartments. Bissett stated she was not sure on the timeline. The TIF funds would capture revenue from the increase in property value but the incentive would be for the creation of the space and not for building the apartments. Mayor Pro Tem Engelbrecht stated that since DEC had been doing these types of projects for some time, what would be the timeline for switching the personnel. Bissett stated that it would depend on how successful the program was in terms of switching personnel. DEC provided mentorship, one -on -one meetings with a coach in a similar field, classes on business, and connecting to potential financial resources. Mayor Pro Tem Engelbrecht stated that the goal was to get started and then move them along. He questioned what happened if at the end of a long term lease the tenant did not want to move out. Bissett stated that the amount of time would depend on the company. Once successful, the company could be replanted into the community. Mayor Watts stated that identification of a success matrix was critical as it placed what the TIF fund was used for. This would be taking General Fund money to subsidize increases in the TIF because all of the increase in value would be going back into the TIF. He wanted to be mindful of the financial aspect and that it would not be a problem if it was not a long term issue. Bissett stated that it would be five year lease contingent on funding approved each year by Council. Council considered Item E. City of Denton City Council Minutes April 28, 2015 Page 4 E. ID 15 -366 Receive a report from Leadership Denton representatives regarding options to improve parking in downtown Denton. Mark Nelson, Director of Transportation, stated that the Leadership Denton class studied the Downtown parking assessment for their project. Trey Sargent would be presenting the results of that assessment. Trey Sargent, Leadership Denton, reviewed past studies and solutions since 1991 for parking in the downtown area. Part of the study looked at Denton's growth in relation to Denton County and the State. Public Perception — Sargent stated that two surveys were circulated with 900 results. Key results were (1) 82% felt there was insufficient parking available in downtown Denton, (2) over 50% supported more surface parking and 65% saw a parking garage as a potential solution to the parking problem, and (3) 84% would be willing to walk further if the streets around Denton were more pedestrian friendly. He noted that 30% of the parking in the downtown was public parking and 70% was private parking. Getting across McKinney to the public parking was very difficult. Public /Private Partnerships - private businesses were concerned with liability, there was no existing framework for such a partnership but there was the potential for valet services. Some parking problems included striping, signage of where to park, and handicapped parking issues. Part of the solution was to not park downtown and get there by other means such as a possible trolley program, a bike share program, new surface parking or a mixed use parking structure. Council Member Gregory stated that the perception of parking problems in Downtown was sort of a good problem as it indicated that people wanted to be there. He questioned if a count had been done on the number of parking spaces available as opposed to the perception of the number of spaces. Sargent stated that they had considered inventorying what and when the spaces were being used by canvassing them on a Friday evening but it was difficult. They did not have actual data. Council Member Gregory asked about a recommendation for enforcement of the 2 hour parking limit. Sargent stated that they did not have a specific recommendation regarding that. Council Member Hawkins requested an Informal Staff Report on restriping lots. Council Member Roden stated that a portion of the group studied smart metering and asked why that was not included in their recommendation. Sargent stated they were concerned about the upfront costs but it probably warranted a closer look. Council Member Johnson stated that a potential solution was a public /private partnership and asked if the group had identified any cities in the area that had such a program. City of Denton City Council Minutes April 28, 2015 Page 5 Sargent stated that they could not find anyone in the area that did that. Council Member Johnson felt that there were some cities that made that work. There were a lot of private businesses that did not mind people parking in their lots but were annoyed with people littering in the lots. He suggested looking at the big lots near the Square and talk to the property owners. Sargent stated that maintenance and cleanup were big hurtles with that type of relationship. Council Member Ryan asked if a trolley would help cut down time to ride the buses. Sargent felt that it would help with high demand times with shorter wait times for parking lots and would be demand based. Nelson reviewed the inventory of the current parking spaces, the city owned public parking, and provided a diagram of public parking in terms of 5 and 10 minute walking distances. He noted that the DTIP recommended increased capacity. Factors for parking demand included Hickory Street construction, weekends and evenings, and ADA parking. The Leadership Denton summary recommendations included (1) existing /new surface parking, (2) pedestrian access, (3) wayfinding signs, (4) handicapped parking access, (5) public transportation options and (6) mixed use parking structure. Enhancement options included signage, pedestrian enhancements /safety, shared parking agreements, surface parking and a parking structure. Council Member Gregory stated that because of more requirements for parking Downtown the perception was that the parking was bad. One less expensive method would be to promote parking off the Square. He suggested a study in terms parking of off the Square. Council Member Johnson stated that there was a great opportunity with signage, striping and lighting. With not much money a big impact could be made with better signage and better lighting. He suggested doing something in the short term to help with the perception. Council Member Roden felt that the Leadership Denton approach was good as it provided short term lower costs to help with the parking problems. He felt one problem was with the way some of the signs were angled. He suggested looking at engineering costs for a mid -block crossing on McKinney. Nelson stated that staff was working on a study of the area in terms of available options. Mayor Pro Tem Engelbrecht felt that there was too much parking on East Prairie between Locust and Bell which made it very hard to drive through there. Mulberry from Elm and Cedar also had parking on both sides which made it very hard to drive through there. Council Member Ryan stated that there was more parking now at the old tax office which was fine if going down Oakland but the sidewalks were bad in that area if walking to the Square. Council Member Johnson requested an Informal Staff Report on the cost to put up public parking signs, adequate lighting and striping at any three public lots. City of Denton City Council Minutes April 28, 2015 Page 6 B. ID 15 -333 Receive a report, hold a discussion and give staff direction regarding the City's Self - Funded health plan and Employee Health Center. Scott Payne, Risk Manager, stated that his presentation objectives would include what had been the impact of moving to a self - funded health plan and an update on the Employee Health Center. The self - funded health plan began January 2008 with a main distinction of who was ultimately responsible for the total health care expenses. It provided more control over the plan and had an opportunity to retain savings in years with good claims experience. The self - funding saved the city by risk transfer fees, insurance company profit margins, plan control and flexibility, and the retention of savings in good years. The estimated savings was $11 million over seven years. The Employee Health Center (Clinic) opened in December of 2011. The Clinic was administered by CareHere with the City paying them a fee to manage the Clinic for the City. The initial staffing model was one full -time physician, one part -time physician and two medical assistants. The Clinic provided all the services of a primary care physician including on -site blood draw and lab collection. From 2011 -2014 there had been 22,000 patient appointments with the usage increasing each year. About 80% of employees were accessing the Clinic during the year. Council discussed the costs of the clinic versus the costs at a doctor's office and the challenges of technological compatibility between the Clinic and a doctor's office Healthy Incentives Program (HIP) — the Clinic was the access point to HIP which qualified employees to save $40 per month on their health coverage. The main component of the HIP was the Health Risk Assessment blood draw and follow up appointment with the Clinic medical staff. In addition, employees had to earn activity points during the year to qualify for the discount. Was the Clinic making a difference - 77% of the HRA participants in 2014 maintained or reduced their overall health risks, the number of patients with unhealthy A I C levels decreased by 4 %, and the number of patients with total cholesterol levels above 200 decreased by 13 %. The estimated return on investment to date was $1: $2.79. Payne reviewed a clinic satisfaction survey and presented health facts dealing with an individual's life style, annual per capita health expenditures, hypertension and early childhood diabetes. It appeared that self - funding provided substantial savings for the City and that the Clinic was a valuable benefit for City employees, retirees and dependents. The Clinic was beginning to impact some of the health conditions that drive health care costs. Future considerations were the evaluation of on -site x -ray and stress testing, securing a backup provider, providing Fire Department physicals and clinic staffing levels. C. ID 15 -343 Receive a report, hold a discussion and give staff direction regarding the business mix in downtown Denton. City of Denton City Council Minutes April 28, 2015 Page 7 Aimee Bissett, Director of Economic Development, stated that her discussion would be on the current mix of businesses in the Downtown area. She reviewed the retail mix by percentage with and without large spaces with multi - tenants. In terms of retail trends, the Downtown retail in the 1950s to 1970s was mostly retail. In the 1980s strip malls became popular with the relocation of retail to those malls and the decline of the Downtown area. However, there had been a revitalization of the area for the past 25 years. With the changing of retail to online shopping, urbanism was the latest trend towards density and mixed use with online retail. Council Member Johnson stated that some people thought there was an in- balance of mixed uses in the area. Bissett stated that part of this discussion was based on an article in the paper regarding an antique store that was closing and whether the mix of businesses was driving out exiting retailers. She had not received any specific complaints. Council Member Johnson stated that he had not heard anything like that and was curious if retailers were concerned about it. He suggested asking the Downtown Task Force for input. It did not seem like a big issue to him. Bissett stated that the request for additional information was made at the end of a Council meeting. Julie Glover, Economic Development Program Administrator, stated that the issue had been brought up by several retailers. They had a discussion on what was termed a bar and what was termed a restaurant. Council Member Gregory stated that he had asked for the discussion as he had heard from several merchants about the problem. He felt the information provided helped with the perception of what was reality. Part of the concern was some of the nightlife not following best practices. There were family people who were not sure they wanted to keep going Downtown as it appeared that the bars were taking over. He felt that 8% of the retail mix being bars was not out of balance of 5% with the entire mixture. However, at some point if the trend continued to move that way, it might be a problem. Council Member Hawkins questioned the role of Council in this issue and whether Council could a set a policy of x number of restaurants on the Square. Bissett stated that some communities set limits on certain types of uses for the Downtown which set the market. Mayor Pro Tem Engelbrecht stated that there had been a number of people in the community saying the Downtown was turning into Fry Street. Council now had a list to show how the mix was made which could be used in the future for reference to new businesses. Council Member Roden talked about the generational component on the discussion and the expectation of what people went to the Downtown for. Everyone had his own vision of what he wanted in the Downtown. In terms of office space it was his sense that more white collar offices City of Denton City Council Minutes April 28, 2015 Page 8 wanted to gravitate towards Downtown and that should be taken advantage of that. He wondered if the city should think ahead on what type of business to attract to the area. Council discussed the natural changing of businesses in the area, whether to allow the market to determine what businesses were in the area, the amount of investment by the City in the Downtown area, how to be forward thinking and proactive on the businesses that were coming or staying in the downtown. D. ID 15 -345 Receive a report, hold a discussion, and give staff direction on the impact to the Downtown Square and Entertainment Area from outdoor music venues, special events, and related street closures. Lt. David Hildebrand, Denton PD, facilitated the discussion on the issue. He stated that the DTIP plan indentified Downtown Denton as the cultural, social and historic center of Denton and that the area was ideal for music festivals and creative arts events. He noted that there had been dramatic residential growth in the area and that since 2011 there was 172.2% growth in residential units and 193.4% growth in residents. A two year projected potential future growth showed a growth of 50% in residents and residential units. In the commercial growth area, there was focused redevelopment of restaurant and music entertainment venues. Potential challenges were identified in the areas of noise, parking and traffic flow. There was also competing concerns of residents and commercial ventures in terms of acceptable noise levels and times, traffic, parking and road closures. In terms of permanent venues, the current noise ordinance set a maximum limit for amplified sound at 65 dB measured 50 feet from the source. It intended to address intrusion into residential settings and not commercial areas and included ambient noise levels. The noise had to be clearly audible inside the complainant's residence and had time of day distinctions. Some of the noise concerns could be the causation of vibration and reverb. Issues for the current ordinance for permanent venues was the inability to distinguish between competing noise source, was originally designed for the Fry Street area with fewer homes or businesses affected, and as written, difficult for businesses to self - monitor and proactively manage noise levels. Outdoor Music Festivals — these were an integral part of Denton and were normally larger than what a single venue could support. These provided for all of the issues noted earlier such as noise, increased traffic and parking. Festival sound issues were covered under the current ordinance at 70 dB at the perimeter of event. Council could approve variances which were usually 75 dB and could extend the time frame, often to midnight and on Sundays. Festival parking /traffic issues included (1) a large number of attendees, (2) limited parking for attendees and residents living in the area, (3) problems were exacerbated with multiple events in the area which resulted in difficulty of coordinating traffic plans and (4) often one large source of parking became the event site such as the Williams Trade Square. The current event approval process was adequate to gain key basic information and relied heavily on speculative information from the event organizer. However, it lacked significant City of Denton City Council Minutes April 28, 2015 Page 9 accountability for providing accurate information and lacked specificity in terms of planning timelines. Street closure process — these were initiated by the Event Planner through the Community Events Coordinator. The request had to be submitted a minimum of 14 days prior to the event, had to be developed by a professional traffic engineer with the plan submitted to Police, Fire, Streets and City Engineering. Issues with the current process were that the plans were often developed with dated satellite imagery with no consideration of current conditions, if submitted at the 14 -day time line there was little time for review and revision, no coordination with competing event traffic plans, and no guidelines for neighborhood signature sheets. Venue Recommendations - conduct community meetings to allow discussion between competing groups, determine acceptable noise levels, time of day /day of week restrictions, and establish a process for addressing violations. City involvement might include a possible permitting process which would be a free permit, establish responsibility, and provide multiple approaches for compliance. A revision of the City ordinance to address recommendations and the original ordinance intent was suggested along with continued collaboration with stakeholders. Council Member Roden suggested that stakeholders include those single family residences who would be affected by the noise and those who go the Square who cannot converse because the noise was too loud. He wanted to be sure to include the average citizen. Festival recommendations — conduct a substantive review of the event application process to establish clear guidelines for submittal with the ability to deny an application for failure to meet requirements or timelines. Develop a process that assisted in establishing the legitimacy of the event and review of the street closure process for clear guidelines of what was acceptable. Other recommendations included (1) establishing set decibel levels, times, and days to do away with the variance process, (2) review the fee schedule to provide for substantive investment for the event organizer, and (3) research a permitting process that possibly included a pre -event deposit which would be returned after acceptable compliance. The conclusion was that music and festivals were a part of Denton. Research that included stakeholders gave legitimacy to the process and the outcome and establishing a fair and equitable process for hosting fun and safe events helped to promote both the event and the City of Denton. Council Member Gregory stated that he liked the idea of a deposit that could be returned at the end of the event. He suggested making sure there was adequate communication in the different areas. In the Williams Trade Square area the nearby church needed to be considered. Council Member Roden stated that with festivals of a certain size consider part of the plan to develop an alternative parking plan such as with private parking lots. The venue would work out that parking issue. In terms of deposits, consider a scale for large to small festivals. Mayor Pro Tern Engelbrecht stated that part of the problem had been with the new festivals. In terms of the noise issue, he cautioned to not only consider the dB level but also the reverberations. There were now more residences in the area closer to the venues. City of Denton City Council Minutes April 28, 2015 Page 10 Council Member Ryan suggested considering moving some of the venues to private lots and keeping the public lots for parking. Larger festivals should be required to get in touch with DCTA to coordinate expansion of the train schedule. He questioned the definition of festival and event. Council Member Hawkins felt that a festival with a good track record should not have to put down a deposit. Council Member Johnson felt that with the amount of residential growth in the last 5 years and since there was more live music in the area, it would be a good idea to get stake holders involved such as residents, apartment owners, etc. Council Member Gregory felt that there needed to be a balance of competing interests in the area. Council Member Johnson felt that an agreement was needed on a definition of "Downtown ". F. ID 15 -344 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 asked for a report on the financial perspective of the repair of the park, where the funds would come from and a policy if something happened what would be the most responsible financial way to get it fixed. Following the completion of the Special Called Work Session, the City Council convened in a Closed Meeting at 7:05 p.m. to consider the specific items listed below. Closed Meeting A. ID 15 -362 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. 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 City of Denton City Council Minutes April 28, 2015 Page 11 pertaining to legal and economic development issues related to Orison Holdings and economic development incentives and the acquisition of real property interests in the H. Sisco Survey, Abstract No. 1184, Denton, Denton County, Texas, generally located in the 600 block of E. Hickory. This discussion shall include commercial and financial information the City Council has received from Orison Holdings 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. B. ID 15 -374 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. C. ID 15 -349 Deliberation regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the evaluation, duties, discipline, procedures, and contracts of the City Attorney, Municipal Court Judge, and City Manager. The Council returned to Open Session and with no further business, the meeting was adjourned. CHRIS WATTS JENNIFER WALTERS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -511, Version: 1 DEPARTMENT: CM/ ACM: Date: Legal Anita Burgess June 16, 2015 Legislation Text Agenda Information Sheet 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 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 amendments and negotiations with operators, 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 $700,000.00. 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 City of Denton Page 1 of 1 Printed on 6/11/2015 sAlegaNUr documents\ordinances\1 5\morgan psa-gas well matters-2.doc ORDINANCE NO. 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 EXPENDI'T'URE 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 firm of Ferry 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 Ferry 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, THEREFORE, 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 'Ferry Morgan & Associates, P.C., Dallas, Texas, dated June 10, 2015 and attached hereto as Exhibit "A" and incorporated herein, for professional legal services not to exceed $700,000. 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 'ferry 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. sAlegakour documents\ordinances\l 5\morgan psa-gas well matters-2,doc PASSED 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 TF',R,RY 1.). MOR(;AN& AssocIATES, P.C. A1.1orneysand ("'OIMSCIOI'S 8080 'Ni. ( FN MAL FIXPRFSSWAY, Sl I tF 1300 TERRY D. MORGAN W 0 K NSET NIORRI�,, S("HORSCTI & 5'T7" N 3 I C AMENDED LETTEI.A.G2EIALENT June 10, 2015 VIA EMAIL Ms. Anita Burgess City Attorney City of Denton, TX 215 E. McKinney Denton, TX 76201 Re: Scope of Legal Services Gas Well Amendments and Negotiations with Operators Dear Anita: 01-0 740-9944 FAX� (2 14) 888, 3327 This Amended Letter Agreement amends the Updated I..,etter 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 "I'MA for time and expenses, including any services already provided prior to the effective date of this Amended Letter Agreement, not to exceed the additional amount of $100,000, resulting in a cumulative amount of $700,000, 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. Sincerely yours, Terry D. Morgan for Terry Morgan & Associates, P.C. TDM/jc 6- 10-0 Amended Letler Agreement (Gies Welland OpefatorNeg(diations) Ms. Anita Burgess June 10, 2015 Page 2 CITY OF DENTON, TEXAS ACKNOWLEDGMENT APPROVED AS TO LEGAL FORM By: By: George C. Campbell Anita Burgess Denton City Manager Denton City Attorney City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENT' IN File #: ID 15 -512, Version: 1 DEPARTMENT: CM/ ACM: Date: Legal Anita Burgess June 16, 2015 Legislation Text Agenda Information Sheet 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 expenditure of funds; and providing for an effective date. BACKGROUND: The City has retained Terry Morgan & Associates, P.C. to assist in the Texas Oil and Gas Association v. City of Denton lawsuit. This is an extending letter agreement dated June 10, 2015 which updates the original letter agreement dated December 16, 2014. The agreement before the Council authorizes an additional $200,000.00, for a cumulative amount of $300,000.00. 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 City of Denton Page 1 of 1 Printed on 6/11/2015 sAlegahour d0CL1Me1)ts\ordinances\ I 5\morgan psa-txoga.doc ORDINANCE NO. 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 firm of Terry Morgan & Associates, P.C., Dallas, Texas to provide professional legal services for the City of Denton, Texas that are related to the Texas Oil and Gas Association v. City qf'Denton, Texas lawsuit, Cause No. 14 -0 &933 -431. 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 lair and reasonable price; NOW, THEREFORE, 'THE COUNCIL OF 'THE CITY OF DENTON IJEREIBY 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 June 10, 2015 and attached hereto as Exhibit "A" and incorporated herein, for professional legal services not to exceed $300,000. 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. sAlegakour documents\ordinances\ I 54norgan psa-txoga.doc PASSED AND APPROVED this the day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY I= APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 2 CHRIS WATTS, MAYOR TE'Rm 1). NInRGmw mmoNSa RMORGAN& AssocIAT0S~P.C. Attorneys and Counselors 0"N^uo^wcs]\m'cu lIO| S/w9russ��o/nc4000 Om/ «x^Taxxs 75270 June |020|5 AMENDED LETTER AGREEMENT VIA EMAIL (oni1o.bucgcxm(a)oitvofdeuion.corn) Ms. Anita Burgess City mfDenton 2|5E.McKinney Denton, Texas 7620i RE: 7'exuv Oil and' Gas Association x (I/n ; Cause No. 14-08933-431 Dear Anita: (2|474o4944 Fxs� (214)969`5902 This letter contains the proposal of Terry Morgan & &omnoiatoa, P.C. (* for |cvn ocrvkxem to assist the City of Denton, as [hUnvva. The scope of legal services for this task may gsncnu||y be dcmodbcd as providing legal uu»iotunuo to the City Attorney in defending the o|uinnu raised by Plaintiffs in the above-captioned matter, and may entail discovery, motion practice, briefing and participation in the biu| of the rnottcc It is understood in connection with this \nok that Terry D. Morgan is of counsel to the fion of Morris, Sohoracb and Stapleton, P.C. ("MSS") and frequently uses the services of partners frorn MSS to assist in Such tasks, the need for which may arise in 1hcyc proceedings. In connection with these legal mcrvioox~ IMA also will attend executive sessions m[the City Council for purposes of briefing the Council on the status ofthe case, m1 the request nf the City Attorney. TMA will perform souh o*cvicca as directed by the City Attorney. The City will compensate TM/l for time and expenses, including any services already provided prior to the effective date of this ic\be, ug,scrneut. Ccgul acrvioco will be hU|cd by Terry D. Morgan at the rate of$300 per hour; partners in MSS o1 rates between $25O-$3OO per hour, and between $|20- $150 per hour for associates. TM/\ charges for reasonable and ucccmeury cxpcuoco incurred as part of this representation. IM& will not incur any extraordinary expenses without the City's prior approval. Invoices for fees and cxpcuamn will be sent to the City onamonthly basis, with puYnnmn1 10 be rendered within thirty (30) days of receipt. Compensation for |ogu\ acrviuco and expenses shall not exceed an additional $200,000, for a Cumulative arnount of $300,000, without express written amendment to this letter agreement. Ms. Anita Burgess June 10, 2015 Page 2 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. 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 6 -1Q -15 Engagement I-otter (TX0GA) ACKNOWLEDGMENT: M Title: Sincerely yours, Terry D—Mor an APPROVED AS "K) CITY ATTORNEY S CITY DENTON , f'EXA' BY, City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: S115 -0011 a, Version: Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development CM /ACM: Jon Fortune DATE: June 16, 2015 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, on second reading, confirming and approving a Boundary Adjustment Agreement, with the City of Corinth, Texas, adjusting a mutual boundary of the cities not exceeding 1,000 feet; providing for severability; and providing an effective date. BACKGROUND The applicant, Greg Edwards, representing Stewart Gee, is requesting a city limits line boundary adjustment. The purpose is to allow for the development of a single family residential development consisting of eight (8) lots. On October 21, 2014, the City Council approved a detailed plan for 1.37 acres located within Planned Development 12 (PD -12), see Exhibit 2 Approved Detail Plan. A small portion (0.29 acres) of the subject property is located between the city limits line of Denton and Corinth and Winston Drive. The purpose of the boundary adjustment is to move the city limit line to the south along Winston Drive, so that the entire subject property will be located within Denton city limits, see Exhibit 3 Site Survey. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table the item. RECOMMENDATION Staff recommends approval of this boundary adjustment request. ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) City of Denton Page 1 of 2 Printed on 6/11/2015 File #: S115 -0011 a, Version: 1 1. November 21, 1972, City Council approved creation of PD -12 (No Ordinance); Z -1169. 2. February 20, 1973, City Council annexed and zoned site to Agricultural "A" district (Ord. No. 73 -5); Z- 1169. 3. July 17, 1979, City Council rezoned site from Agricultural "A" district to PD (Ord. No. 79 -50), Z -1402. 4. April 15, 1980, City Council amended permitted land uses and development standards in PD -12 (Ord. No. 80 -36), Z -1445. 5. January 19, 1982, City Council approval of Wimbleton Village, Phase 1 plat 6. April 15, 1986, City Council approval of a revision of the concept plan, permitted uses and development standards for PD -12, designating the subject site as "Cluster Housing" (Ord. No. 86 -81), Z17 -06. 7. October 21, 2014, City Council approved a detailed plan for 1.37 acres located within Planned Development 12 (PD -12). 8. May 6, 2015, City Council approved an ordinance, on first reading, confirming and approving a Boundary Adjustment Agreement. FISCAL INFORMATION N/A BID INFORMATION N/A EXHIBITS 1. Letter from the Applicant 2. Approved Detailed Plan 3. Revised City Limits Line 4. Boundary Adjustment Agreement 5. Ordinance Respectfully submitted: Aimee Bissett Interim Director of Planning and Development Prepared by: Ron Menguita DRC Administrator City of Denton Page 2 of 2 Printed on 6/11/2015 Exhibit 1 Wednesday, July 16, 2014 Cindy Jackson City of Denton 215 E. McKinney Street Denton, Texas 76201 RE: Winston Addition — City Limits Line Adjustment Dear Cindy: 16 2 If A IIV IP4 II )A 'C C) ll ?CT "'c)I'�II)I III,, 1I ,A (940) 482-290`7 I III II (940) 482-6214 II °' X www.GEES.us Attached is an Exhibit `A' showing the portion of the property that is within the City Limits of Corinth that we are asking the City of Corinth to release so that it can be annexed into the City of Denton. The City of Denton City Limits line cuts through the 8 proposed single family residential lots which would leave a portion of the front yard of the proposed lots within the City of Corinth City Limits per the latest maps. The proposed City Limits Line adjustment will allow the future home owners to receive a single tax bill on their lot which should make the administration and collection of the required taxes more efficient. Per our discussions with staff from both municipalities, Winston Drive will remain in the City of Corinth, while water, wastewater and electric service to the lots will be provided by the City of Denton. The proposed City Limits Line Adjustment would not change the proposed single family residential use of the property. Surrounding uses include vacant floodplain areas to the north and east, vacant property zoned for single family residential uses to the south and east and existing single family residential uses to the west. We met with the Corinth Development Review Committee this morning and Fred Gibbs, Planning director for the City of Corinth indicated that they would be preparing the City Limits Boundary Adjustment Agreement to present to the Corinth City Council. Per my discussion with Ron Menguita this morning, it appears that you should be able to get this agreement before the Planning and Zoning Commission by 27 August, 2014. If this is not feasible, please let us know as soon as possible so we can make arrangements to process the Final Plat through the City of Corinth. Brian Lockley \ \WackoAz- driveASENT RECORDS \1400 - 1499 \1462 \LT08 Cindy Jackson City limits adjustinent.doc Sincer ly, Greg El7ards, P. E. CC: Stewart Gee, Fred Gibbs, Ron Menguita, Brian Lockley Enclosures: City Limits boundary Adjustment Exhibit `A' \ \WackoAz- driveASENT RECORDS \1400 - 1499 \1462\ET08 Cindy Jackson City limits adjustinent.doc Exhibit 2 I N h u f f � ��: if 0 d Nµ Im N2S a E " �93jx p I s " Y V } r i � I A - ���tiT I �wrn con 9 ^iamb\ Ali�""�I�I� i� D T I � A m 0" z to CD of I � / WOODLgKE m OaNE �' I m $ m J I Vij 6 qu' . 2 lO 07 _� g 00 m z 2MO,:0 7 +. � �, — P g'ti -. � y. pn k- 3 1 rnI� I. x +s .......... rI6IOD ,IOEw�k I �yf �� SS8 I OOl (� tD1 YGA 161; 0 W - #00 ®yZT - im V(j o T Z I: z ��� 7i A it rer A wy \mow L�M x `5 ` I ,. ,. . � m vi j �. _ w „66 3 „�O,Z£ a9p S N,a.O .. 0 gg. CD g9 S m M _CL'n w ov,= Detail Plan (Lot & House Nd La out) gE�WOH: Q \ GREG EOWAP08 ENGINEERING P.E. SERVICES, ING p1 Wlfren Atltl �n oac6Pl6n _ GAEL E6WA666"P.M. O O O g .. is r Pfinm CwM T�wnu�� 1691MA Ci. Ibf6EP. TX 9BY99 { j � 2 � Ki li■ laT6Naarnfv�wt�bulmN. Plb� FW �'tlnm�tlnaimm +��� 0:. 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(> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 o Z W o :i 6 dUz 'o 0 uj z W Z W 0 0 -It uj, OW w Q<, NUa L Qu IV_ld �:Gd 'M'O'H'09 alA2dONOO Le 0� M 1., 0 DARRI 3)qvIC]OOM 'i (D z co wr fL LO < 1., 0 1 6 00 1 z .z m F- z 0 z W 0 (j 2 < 0. (> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 Exhibit 4 ORDINANCE NO. 14- 08 -21 -30 BOUNDARY LINE ADJUSTMENT AGREEMENT THIS AGREEMENT is made and entered in to by and between the CITY OF DENTON, TEXAS, hereinafter referred to as "Denton ", and the CITY OF CORINTH, TEXAS, hereinafter referred to as "Corinth ". WHEREAS, pursuant to §43.031 of the Texas Local Government Code, Denton and Corinth desire to adjust their boundary line; and WHEREAS, the land affected by this change is less than 1,000 feet in width; and WHEREAS, the governing bodies of Denton and Corinth find that adjusting their mutual boundary is in the public interest. NOW THEREFORE, in consideration of the mutual covenants, conditions, and promises expressed herein, Denton and Corinth agree as follows: SECTION I. Future Mutual Boundary Denton and Corinth hereby agree that their future mutual boundary shall be as described as the "Revised City Limits Line" in Exhibit "A ", which is attached hereto and made a part of hereof by reference. In this regard, each waives, releases and relinquishes its jurisdictional rights to the other with respect to the side of the Revised City Limits Line that is located in the other City's future territory as described on Exhibit "A ". It is expressly agreed that this waiver and release shall only operate in favor of Denton and Corinth, and shall not constitute a waiver or release of any right which Denton and Corinth may be able to assert against another municipality. SECTION II. Jurisdiction over Connections and Connectivity along Winston Drive Developments within Denton's adjusted city limits which front the Revised City Limits Line shall comply with Denton's subdivision regulations and standards, specifically including, but not limited to, development standards and design criteria which prescribe the necessity and location of connections to the Winston Drive. However, Corinth shall retain exclusive jurisdiction and control over Winston Drive, and the design, construction and permitting of any connections thereto, including those connections required by Denton for subdivisions within Denton's city limits. Corinth shall not unreasonably withhold permits or permanent (as appropriate) connection to Winston Drive. Upon satisfactory completion of such connection(s) to Corinth's specifications, Corinth shall notify Denton's City Engineer, and such notification shall be considered by Denton as satisfactory of the connection requirement. ORDINANCE NO. 14-08-21-30 Winston Drive Page 2 of 5 SECTION 111. Severability Should any provision of this Agreement be declared void by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. SECTION IV. Approval by Governing Bodies Denton and Corinth represent to each other that their respective governing bodies have approved this Agreement by ordinance or resolution as set forth below. SIGNED this - day of . � � ___ . . .... _', 2014. CITY OF DENTON, TEXAS CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ffiffi APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY APPROVED BY DENTON ORDINANCE NO. ORDINANCE NO. 14- 08 -21 -30 Boundary Adjustment — Corinth—Denton Winston Drive Page 3 of 5 ' °� 1TY OF CORINTH, TEXAS I_. RUGGIERE, IR ATTEST: K PEN CI, CITY SECRET ARY APPROVED AS TO LEGAL FORM: ki�" DEBRA A. DRA 'OV11 "ClI�, TI" " ATTORNEY 5 o w 0- c Aso z P Z z -2 < 8 - - N . -.5; E -2 00 E C9 8. E S G c`08 9 t5 �G -�a , E 2,1 E 0 2 Ei la z 8 .9 o oo_oE " Ig "5 E 15 Z z & 75 G 0 E 2'- E 8 FL E u . Iff U, 0 z E -a z O z w yy E Z & 0 L) Z m -6 - 8 z z " 4: - L -2 -S z z W. O.z Z9 zw 22 E w w 0. . w w 'M (5 -6 Z- Z' Z 'm E uN z 2 z OZ :5 Z. oz 0 z , 2 1 <, �; z �2 uzj az K o w w 0 < 0 11 < :w .1 R (, I g 11 l 0 z F, z CC) < X W C, L) 0 0 < 0 LU w LLJ a U z L) z SO M a _J UJ !L2 1u o 0 _j Z z W P o :i 6 dUz ui 'o 0 ,F -ZZ" 7 Oj 0 ofof > uj z W Z W 0 ¢UpwU 0<0 -It O uj, WQ<, 2!:) 01 < ww o xut L ul, Q IV_ld aGd 'M'O'H'09 alA2dONOO Le 0� M �- O DARRI 3)qvIC]OOM U) >11 < 0) = a m < 0 1 6 00 1 <M , :2 z < co 0 U3 -Z > It o < 5q 0 z Wa , 00 < Qd co T a _J UJ !L2 1u .z m F- z 0 z W 0 (j 2 < 0. (> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 o Z W o :i 6 dUz 'o 0 uj z W Z W 0 0 -It O uj, WQ<, 2!:) 01 < ww o xut L Q IV_ld aGd 'M'O'H'09 alA2dONOO Le 0� M �- O DARRI 3)qvIC]OOM U) 'i SO (D z = co y b 0) = a �o < LO 1., 0 1 6 00 1 z .z m F- z 0 z W 0 (j 2 < 0. (> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 ORDINANCE NO. AN ORDINACE OF THE CITY OF DENTON, TEXAS, CONFIRMING AND APPROVING A BOUNDARY ADJUSTMENT AGREEMENT, WITH THE CITY OF CORINTH, TEXAS, ADJUSTING A MUTUAL BOUNDARY OF THE CITIES NOT EXCEEDING 1,000 FEET; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ( "Denton ") and the City of Corinth ("Corinth ") (each individually referred to as "City" and collectively referred to as the "Cities ") are adjacent and neighboring municipalities that currently share common boundaries and are empowered by State law, the Constitution, and their respective Charters to establish their corporate boundaries; and WHEREAS, the Cities desire to amend their mutual boundary as set forth in that certain Boundary Adjustment Agreement attached hereto as Exhibit "A ", and incorporated by reference as if set forth at length herein (the "Agreement ") which confirms and adjusts their respective corporate boundaries; and WHEREAS, Section 43.031 of the Local Government Code allows cities to enter into mutually agreeable boundary changes if the width of the area does not exceed 1,000 feet; and WHEREAS, the governing body of Corinth has approved the form of the Agreement and has duly executed the same in Exhibit A; and WHEREAS, Denton's City Council finds that the Agreement and the adjustment to the mutual boundary is in the public interest for the health, safety and welfare of residents; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The City Council of the City of Denton hereby confirms and approves the Agreement attached as Exhibit A and authorizes the Mayor, or his designee, to enter into the Agreement on behalf of the City of Denton, Texas. SECTION 3. This Ordinance has been twice read after published notice in compliance with Denton City Charter Section 1.03 prior to its passage. SECTION 4. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be unconstitutional or unlawful, such holding shall not affect the validity of the remaining provisions of this Ordinance. SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY I: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY CHRIS WATTS, MAYOR Exhibit A ORDINANCE NO. 14- 08 -21 -30 BOUNDARY LINE ADJUSTMENT AGREEMENT THIS AGREEMENT is made and entered in to by and between the CITY OF DENTON, TEXAS, hereinafter referred to as "Denton ", and the CITY OF CORINTH, TEXAS, hereinafter referred to as "Corinth ". WHEREAS, pursuant to §43.031 of the Texas Local Government Code, Denton and Corinth desire to adjust their boundary line; and WHEREAS, the land affected by this change is less than 1,000 feet in width; and WHEREAS, the governing bodies of Denton and Corinth find that adjusting their mutual boundary is in the public interest. NOW THEREFORE, in consideration of the mutual covenants, conditions, and promises expressed herein, Denton and Corinth agree as follows: SECTION I. Future Mutual Boundary Denton and Corinth hereby agree that their future mutual boundary shall be as described as the "Revised City Limits Line" in Exhibit "A ", which is attached hereto and made a part of hereof by reference. In this regard, each waives, releases and relinquishes its jurisdictional rights to the other with respect to the side of the Revised City Limits Line that is located in the other City's future territory as described on Exhibit "A ". It is expressly agreed that this waiver and release shall only operate in favor of Denton and Corinth, and shall not constitute a waiver or release of any right which Denton and Corinth may be able to assert against another municipality. SECTION II. Jurisdiction over Connections and Connectivity along Winston Drive Developments within Denton's adjusted city limits which front the Revised City Limits Line shall comply with Denton's subdivision regulations and standards, specifically including, but not limited to, development standards and design criteria which prescribe the necessity and location of connections to the Winston Drive. However, Corinth shall retain exclusive jurisdiction and control over Winston Drive, and the design, construction and permitting of any connections thereto, including those connections required by Denton for subdivisions within Denton's city limits. Corinth shall not unreasonably withhold permits or permanent (as appropriate) connection to Winston Drive. Upon satisfactory completion of such connection(s) to Corinth's specifications, Corinth shall notify Denton's City Engineer, and such notification shall be considered by Denton as satisfactory of the connection requirement. ORDINANCE NO. 14-08-21-30 Winston Drive Page 2 of 5 SECTION 111. Severability Should any provision of this Agreement be declared void by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. SECTION IV. Approval by Governing Bodies Denton and Corinth represent to each other that their respective governing bodies have approved this Agreement by ordinance or resolution as set forth below. SIGNED this - day of . � � ___ . . .... _', 2014. CITY OF DENTON, TEXAS CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ffiffi APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY APPROVED BY DENTON ORDINANCE NO. ORDINANCE NO. 14- 08 -21 -30 Boundary Adjustment — Corinth—Denton Winston Drive Page 3 of 5 ' °� 1TY OF CORINTH, TEXAS I_. RUGGIERE, IR ATTEST: K PEN CI, CITY SECRET ARY APPROVED AS TO LEGAL FORM: ki�" DEBRA A. DRA 'OV11 "ClI�, TI" " ATTORNEY 5 o w 0- c Aso z P Z z -2 < 8 - - N . -.5; E -2 00 E C9 8. E S G c`08 9 t5 �G -�a , E 2,1 E 0 2 Ei la z 8 .9 o oo_oE " Ig "5 E 15 Z z & 75 G 0 E 2'- E 8 FL E u . Iff U, 0 z E -a z O z w yy E Z & 0 L) Z m -6 - 8 z z " 4: - L -2 -S z z W. O.z Z9 zw 22 E w w 0. . w w 'M (5 -6 Z- Z' Z 'm E uN z 2 z OZ :5 Z. oz 0 z , 2 1 <, �; z �2 uzj az K o w w 0 < 0 11 < :w .1 R (, I g 11 l 0 z F, z CC) < X W C, L) 0 0 < 0 LU w LLJ a U z L) z SO M a _J UJ !L2 1u o 0 _j Z z W P o :i 6 dUz ui 'o 0 ,F -ZZ" 7 Oj 0 ofof > uj z W Z W 0 ¢UpwU 0<0 -It O uj, WQ<, 2!:) 01 < ww o xut L ul, Q IV_ld aGd 'M'O'H'09 alA2dONOO Le 0� M �- O DARRI 3)qvIC]OOM U) >11 < 0) = a m < 0 1 6 00 1 <M , :2 z < co 0 U3 -Z > It o < 5q 0 z Wa , 00 < Qd co T a _J UJ !L2 1u .z m F- z 0 z W 0 (j 2 < 0. (> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 o Z W o :i 6 dUz 'o 0 uj z W Z W 0 0 -It O uj, WQ<, 2!:) 01 < ww o xut L Q IV_ld aGd 'M'O'H'09 alA2dONOO Le 0� M �- O DARRI 3)qvIC]OOM U) 'i SO (D z = co y b 0) = a �o < LO 1., 0 1 6 00 1 z .z m F- z 0 z W 0 (j 2 < 0. (> 'd � ___ , 0 - LU w < 0 I Q/ z z b, o < C5 q < s < z rn X CD m !:- 0� UJ uj F- Ci Cc (n co "T 6 Z CO LLJ W 0 CO 0) :2 CO LU 3: �_ 1 CN W 5 z z 3: Lij _j uj z 'n ¢ n; 2 CD LU wwz� cq HMOP , 0 0 0 0 _J � 0 0 8 z —1 1 j O HININIP-3_ L_�5 L6 _'67Nm V44 Z 0 0 0 0 0 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: ID 15 -446, Version: 1 Agenda Information Sheet DEPARTMENT: Electric CM/ ACM: Howard Martin Date: June 2, 2015 SUBJECT Consider adoption of 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 for solar generated electrical energy, capacity and environmental attributes between the City of Denton, Texas and Bluebell Solar, LLC., a Delaware limited liability company; approving and authorizing the acceptance and approval by the City Manager and City Attorney, or their respective designees, of guaranties and letters of credit issued by Bluebell Solar, LLC and NextEra Energy Capital Holdings, Inc., a corporation further securing the obligations of Bluebell Solar, LLC. To the City for the benefit of the City; approving the execution of such other and further related documents, including, without limitation, interconnection agreements, certificates, assignments, licenses, directions, instruments, instructions, confirmations, statements, and any other document deemed necessary to effectuate this transaction 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 and their collective delegated designees 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 several of said documents involved in this transaction 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 Purchase Power Agreement, exempting the procurement of electricity from the requirements of competitive bidding; adopting significant recitations, findings and conclusions, as are set forth in the preamble of this ordinance; that the purchase of capacity and energy made by the City under the terms of this Power Purchase Agreement are in the public welfare; authorizing the expenditure of funds therefore; providing an effective date. BACKGROUND DME staff continuously monitors the ERCOT electric market and all forms of generation. In an effort to incorporate solar generated energy into the portfolio, staff has monitored the progress of solar farm development from both a geographic and a price perspective. On January 29, 2015, DME issued a Request for Proposals (RFP) for varying increments of West Texas electricity in an effort to find the most advantageous opportunity for the City of Denton. Eight (8) respondents were graded on bid pricing, location constraints and reliability, experience of the respondent, and facility production profile. City of Denton Page 1 of 2 Printed on 6/11/2015 File #: ID 15 -446, Version: 1 Bluebell Solar, LLC (Bluebell) was the highest ranking of the respondents. Located in Sterling County, Bluebell is a subsidiary created by NextEra Energy Capital Holdings, Inc. OPTIONS 1. Approve the solar Purchase Power Agreement with Bluebell Solar, LLC to increase renewable energy in DME's portfolio. 2. Do not approve the solar Purchase Power Agreement with Bluebell Solar, LLC and continue to monitor utility scale solar pricing and availability. RECOMMENDATION Staff recommends that the City Council authorize the City Manager to execute a Purchase Power Agreement with Bluebell Solar, LLC and allow DME to proceed with increasing renewables in the energy portfolio. ESTIMATED SCHEDULE OF PROJECT June 2, 2015 Execute Purchase Power Agreement January 1, 2018 Construction of facility begins January 1, 2019 Projected Bluebell Solar Commercial Operation Date (COD) PRIOR ACTION /REVIEW (Council, Boards, Commissions) May 4, 2015 - Public Utilities Board (recommended approval 4 -0) May 5, 2015 - City Council was briefed in a presentation regarding DME's power supply opportunities FISCAL INFORMATION The addition of this solar purchase power agreement would not be a driver for a rate increase. BID INFORMATION EXHIBITS N/A Respectfully submitted: Phil Williams General Manager Prepared by: Jim Maynard Energy Project Development Manager City of Denton Page 2 of 2 Printed on 6/11/2015 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -455, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development CM/ ACM: George Campbell Date: June 16, 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, the Board of Directors of Tax Increment Reinvestment Zone Number Two of Denton, Texas, and Denton - Tarrant PRW, LLC; and providing an effective date (Project Ranger One). The Economic Development Partnership Board recommends approval. BACKGROUND Project Ranger One is a company that is seeking to acquire approximately 77 acres in the Westpark Tax Increment Reinvestment Zone Number Two (TIRZ 2) area. The end user is a regional, multi -state distribution facility for consumer products. Project Ranger One is an 800,000 + /- square foot distribution facility to be located on the west side of Western Boulevard, just north of Airport Road. The end user is regional retailer with multiple distribution facilities across the United States. This particular project would include approximately $130 million in capital investment, and would create 165 jobs with an annual payroll of around $7.2 million. The TIRZ 2 Project Plan (Exhibit 1) calls for approximately $14 million in public infrastructure improvements, with Phase I encompassing approximately $6.5 million of improvements, including: A 16" water line along Western Boulevard from Airport Road to Highway 380 A sewer line along Western Boulevard from Airport Road to Jim Christal Road Widening Western Boulevard from two lanes to four lanes, from Airport Road to Jim Christal Road Associated drainage improvements The City of Denton and the TIRZ 2 Board of Directors have an existing Reimbursement Agreement (Exhibit 2) with Westray Group LP (affiliated with Rayzor Investments), under which Westray has agreed to construct Phase 1 and the City and TIRZ 2 Board agree to reimburse Westray for the cost of those improvements with TIRZ 2 Funds. Project Ranger One is seeking to take over Westray's responsibility for Phase 1 Improvements (with the exception of traffic signals), and is seeking reimbursement for those improvements. Additionally, Project Ranger One is seeking an incentive for locating their project in Denton. The Economic Development Partnership Board, the TIRZ 2 Board, and the City Council have, over a period of City of Denton Page 1 of 3 Printed on 6/12/2015 File M ID 15 -455, Version: 1 several months, negotiated a potential economic development grant agreement with Project Ranger One, which accomplishes two objectives: (1) full reimbursement of the cost of Phase 1 improvements using a combination of funding mechanisms; and (2) after full reimbursement, an economic development incentive of 60% of the City's ad valorem tax revenue for a period of four years following full reimbursement of Phase 1 Improvements. The first term of the grant agreement ends when full reimbursement has occurred, and includes the following forms of reimbursement: (1) Up to $1,000,000 in reimbursement for water lines, utilizing the City's Water Development Plan Line Fund, pursuant to the City's Infrastructure Financing Policy adopted by Resolution 91 -008, attached as Exhibit 3. (2) Up to $865,000 in reimbursement for the sewer lines, utilizing the City's Wastewater Development Plan Line Fund, pursuant to the City's Infrastructure Financing Policy. (3) 100% of the locally collected Sales and Use Tax for construction materials, furniture, fixtures, and equipment for the construction of the project. (4) 100% of the tax increment collected in the TIRZ 2 Fund associated directly with the Ranger One Project, until full reimbursement occurs. This includes the City and County's 40% contribution to the TIRZ 2 Fund annually. (5) The City's remaining 60% of ad valorem revenue, until full reimbursement occurs. It is anticipated that full reimbursement will occur in approximately four years and will be an approximate amount of $6.5 million. The first year after full reimbursement, the second term of the grant agreement shall commence, and will include the following: (1) A 60% rebate of the City's ad valorem revenue for a period of four years, for an estimated total incentive of $1.7 million. A spreadsheet detailing the estimated grant payments is attached as Exhibit 4 Additionally, as a result of this proposed agreement, the Westray Reimbursement Agreement will be amended to exclude Phase 1 Improvements and to exclude the tax increment generated by Project Ranger One. This amendment will be considered by the City Council on June 16, 2015 and is placed on the Consent Agenda. A draft of this amendment is attached as Exhibit 6. OPTIONS The City Council may choose to approve or deny the proposed incentive grant. Project Ranger One will not locate in Denton if the grant is denied. RECOMMENDATION Staff recommends approval. ESTIMATED SCHEDULE OF PROJECT The preliminary and final plats for the project are scheduled to go to the Planning and Zoning Commission on June 17, 2015. Upon plat approval and approval of the construction plans for Phase IA, construction of the public infrastructure improvements will commence immediately. PRIOR ACTION/REVIEW (Council, Boards, Commissions) April 8, 2015 - Economic Development Partnership Board and TIRZ 2 Board recommended full reimbursement of Phase 1 Improvements with an additional incentive to be determined. City of Denton Page 2 of 3 Printed on 6/12/2015 File #: ID 15 -455, Version: 1 June 2, 2015 - Economic Development Partnership Board recommended approval of the economic development grant agreement as proposed, with one exception: the recommendation included, for the second term of the grant, an incentive of 25% instead of 60 %. Project Ranger One countered that offer with a request for 60 %. June 8, 2015 - Public Utilities Board recommended the use of Development Plan Line Funds for this project. June 9, 2015 - The City Council gave staff direction to amend the grant agreement for the second term to include an incentive of 60 %. June 15, 2015 - The TIRZ 2 Board will be a party to this agreement and will be taking action on the agreement on Monday, June 15, 2015. FISCAL INFORMATION The economic development grant agreement will encompass full reimbursement for Phase 1 Improvements, totaling approximately $6.5 million over approximately 4 years; and after full reimbursement, an incentive grant of 60% of the City's ad valorem tax revenue for a period of 4 years, estimated to total approximately $1.7 million. See Exhibit 4 for full detail. BID INFORMATION N/A F,XHIRITS 1 - TIRZ 2 Project Plan 2 - Westray Reimbursement Agreement 3 - Resolution 91 -008 - Infrastructure Financing Policy 4 - Ranger One Incentive Analysis 5 - Draft Amendment to Westray Reimbursement Agreement (under separate cover) 6 - Proposed Economic Development Grant Agreement (under separate cover) 7 - Draft Ordinance (under separate cover) Respectfully submitted: Aimee Bissett Economic Development Director Prepared by: Aimee Bissett Economic Development Director City of Denton Page 3 of 3 Printed on 6/12/2015 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D NQ TO( PDT" 9w . a1►�C11 ► Iii YA.[i ►a a I -I kXPLUMI" W W411 L Prepared October 2012 Finalized May 2014 •. lows George R. Schrader Larry D. . 4800 Broadway, Ste A Addison, TX 75001 972 -661 -1973 sc clikswbell.net October Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D IVAIMIM 8 '_ WIM 11 WMILVIRVAILTIM The City of Denton, Texas proposes to establish a Tax Increment Reinvestment Zone ( "TIRZ ") for the purpose of dedicating the increase in tax revenue generated within the TIRZ to provide funds for public infrastructure to encourage accelerated development in the largest industrially zoned area within the City. The TIRZ consists of approximately 800 acres and is more fully described in Project Plan Exhibit A. The City is creating this TIRZ to encourage accelerated development in this area of the City in an effort to stimulate new higher value, industrial development which would benefit and be incentivized from the proposed public infrastructure improvements. It is expected that the TIRZ will exist for twenty (25) years or the date when all project costs are paid, whichever comes first. As set forth in Section 311.011 of the Tax Increment Financing Act of the Texas Tax Code Ann., the Project Plan for Tax Increment Reinvestment Zone No. 2, Denton, Texas must and does include the following elements: showing proposed improvements to and proposed use of the property. • The boundaries of the TIRZ are shown on the map labeled Project Plan Exhibit: B; • Project Plan Exhibit: C shows existing land use within the TIRZ. Currently, the area is an industrial park that is generally undeveloped. Residential and multi- family development are not included in the list of eligible projects and TIRZ funds will not be used to reimburse the costs associated with any residential or multi- family development. ■ Project Plan Exhibit: DI lists and defines the public improvements being proposed for the TIRZ; ■ Project Plan Exhibit: D2 illustrates the major public improvements being proposed in the TIRZ. ■ Project Plan Exhibit: E shows anticipated Future Land Use within the TIRZ. Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D 2. Proposed changes of zoning ordinances, the master plan of the municipality, building codes, and other municipal ordinances. ■ Any changes to codes, ordinances, or master plan as a result of the creation of the TIRZ will be made through the standard process and procedures of the City. 3. A list of estimated non- project costs. ■ Non - project costs within the TIRZ are those infrastructure costs not paid for by the TIRZ. These costs will include, but are not limited to streets, utilities and drainage associated with residential and multi- family development. 4. A statement of a method of relocating persons to be displaced as a result of implementing the plan. ■ Although not anticipated, in the process of developing the TIRZ, any relocation will be made through the standard process and procedures of the City. 2 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D 1:=!M 01 11/:1:'11 .131 II_\ THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and the south right -of -way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21 a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; 3 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right - of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast corner and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalski, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; 4 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd. to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned. 5 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D 1 *111 1 1 a1 TIRZ Boundary Exhibit B: r This map is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet 0 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D EXHIBIT C Existing Land Use This map is a graphic representation prepared by the City of Denton and Is Intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet Commercial Vacant Lot 4. j Real Farmhouse DEN`I"O 7 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D I" . �; 1 Project P , PROJECT ESTIMATED COST Street Improvements and Traffic Signals $6,000,000 Utility / Drainage Improvements $5,000,000 Landscaping, Irrigation, and Entry $500,000 Monuments Engineering /Architecture and other soft $1,500,000 costs Support for Industrial Projects $1,275,430 TOTAL $14,275,430 Project Definitions Street Improvements and Traffic Signals: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of Transportation. Utilities and Drainage: includes the extension of water and wastewater lines along the right -of- ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Landscging, Irrigation, and Entry Monuments: includes all landscaping and irrigation required to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd. Engineering/Architecture, and other soft costs: professional services necessary to cause and support all described infrastructure improvements. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D IWq 00 8 11' Project I Prcqects Exhibit • Projects This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted, For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the Skate of Texas would need to be performed 9 Exhibit 1 - TIRZ 2 Project Plan Project Ranger One 6/16/15 Exhibit D Future Land Use EXHIBIT E This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy. supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 10 sAlegal \our documents \ordinances \14 \ord - westray agreement.doc Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 �•� • ISM AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF DENTON, THE BOARD OF DIRECTORS OF THE TAX INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY OF DENTON, TEXAS, AND WESTRAY GROUP, LP.; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Reimbursement Agreement, in substantially the form of the Reimbursement Agreement which is attached hereto and made a part of this ordinance, for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the r ..day of ° e4,1 , 2014. MARK A. BURROUGH,, I Y�)R ATTEST: JENNIFER WALTERS, CITY SECRETARY d r" Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Reimbursement Agreement THIS Reimbursement Agreement (this " Agreement") is entered into by the City of Denton, Texas, a home -rule Texas municipal corporation (the "City "), the Board of Directors of Reinvestment Zone Number Two, City of Denton, Texas (the "Board "), and Westray Group, LP, a Texas limited partnership ( "Westray'), to be effective as of May /�, 2014 (the "Effective Date "). ARTICLE I. RECITALS 1.1. WHEREAS, The City, the Board, and Westray are individually referred to as a "Party" and collectively as the "Parties "; 1.2. WHEREAS, pursuant to the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as amended (the "Act "), on December 18, 2012, the City Council of the City (the "City Council ") approved and adopted Ordinance No. 2012 -366, a copy of which is attached as Exhibit A (the "Zone Ordinance "), which, among other things, (1) created, established and designated Reinvestment Zone Number Two, City of Denton, Texas (the "Zone "), (2) established the Board, (3) established a tax increment fund (herein, the "Tax Increment Fund "; also called the "TIF" in the below defined County Participation Agreement) into which the City, for itself and for County, pursuant to the Act, will deposit the City's and County's respective Tax Increments produced from the real property within the Zone, such Tax Increment deposits to be collected and disbursed for the sole and exclusive purpose of reimbursing Westray and the City for costs authorized by the Act, including interest accruing thereto, and (4) defined the Tax Increment deposit obligations for the City and the County; 1.3. WHEREAS, Westray's affiliates Rayzor Investments, Ltd. and Westpark Group, LP (collectively the "Rayzor Owners ") own certain real property in Denton County, Texas (the "County ") within the Zone consisting of approximately 738.26 acres of land, as more particularly described on Exhibit B (the "Rayzor Property "); 1.4. WHEREAS, the Rayzor Property lies within the City's corporate limits and the boundaries of the Zone; 1.5. WHEREAS, the City Council finds that the contemplated development and use of certain Public Improvements in accordance with this Agreement will significantly enhance the value of all taxable real property in the Zone and will result in benefits to the City, its residents, and property owners, in general and to the Rayzor Property, residents and other property owners within the Zone; 1.6. WHEREAS, although neither Westray nor the Rayzor Owners are in the development business and will not themselves be expected to develop any parcels, the Rayzor Owners desire to sell tracts with the Zone so that purchasers can proceed with the development of commercial and industrial projects on land within the Zone and, to facilitate the same, Page 1 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Westray and the Rayzor Owners desire that the Public Improvements be constructed as soon as possible, even prior to the time that City can issue bonds or incur other obligations to pay the costs of such Public Improvements; 1.7. WHEREAS, pursuant to the Act, the City and the County entered into that certain Tax Participation Agreement, a copy of which is attached as Exhibit C (the "County Participation Agreement "), which, among other things, obligates the County to pay to the City, for each calendar year, the County's Tax Increment due for such year, and obligates the City to deposit such County Tax Increment deposits into the Tax Increment Fund; 1.8. WHEREAS, pursuant to the Act, on the Board recommended to the City Council approval of Reinvestment Zone Number 7 wc, 1,11 of Denton, Texas, Final Project Plan and Final Financing Plan for the Zone, a copy of which is attached as Exhibit D (the "Final Plan "); 1.9. WHEREAS, pursuant to the Act, : the City Council approved and adopted Orclirtancc i o, /, ` ?which, among other things, approved the Final Plan and approved and directed the execution of this Agreement; 1.10. WHEREAS, the Parties intend for the rights, duties, and obligations of the Parties under the Zone Ordinance, County Participation Agreement, and Final Plan to be incorporated as part of this Agreement; 1.11. WHEREAS, Terms used in this Agreement that have their initial letters capitalized shall have the meanings given to them in the applicable Sections of this Agreement or the Final Plan, as applicable; and 1.12. WHEREAS, the RECITALS contained in this Agreement: (1) are true and correct as of the Effective Date; (2) form the basis upon which the Parties negotiated and entered into this Agreement; and (3) reflect the final intent of the Parties with regard to the subject matter of this Agreement. The Parties have relied upon the RECITALS as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the RECITALS, would not have entered into this Agreement. NOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL OBLIGATIONS OF THE PARTIES SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS: 2.1 Incorporation by Reference. The rights, duties, and obligations of the Parties under the Zone Ordinance, County Participation Agreement, and Final Plan are incorporated as rights, duties, and obligations of the Parties under this Agreement as if fully set forth in this Agreement. Page 2 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.2 Administrative and Pre - Development Costs The parties acknowledge that City and Westray have incurred costs for work predating the Effective Date hereof in contemplation of and contribution to the Zone, such costs to be addressed as follows: 2.2.1 Pre -TIRZ Administrative Costs. The City has paid or incurred Pre -TIRZ Administrative Costs as described on Exhibit E attached hereto. The City shall submit to the Board (with a copy to Westray) evidence (in reasonable detail) of such Pre -TIRZ Administrative Costs paid or incurred by the City. If the Board verifies that the City paid or incurred the Pre -TIRZ Administrative Costs, then the City shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on Pre -TIRZ Administrative Costs. 2.2.2 Administrative Costs. The City will pay or incur on an annual basis Administrative Costs for the administration of the Zone (including costs related to the Board). The City shall submit to the Board (with a copy to Westray) evidence (in reasonable detail) of the actual Administrative Costs paid or incurred by the City. If the Board verifies that the City paid or incurred the Administrative Costs, then the City shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on such Administrative Cost. 2.2.3 Pre - Development Costs. Westray has paid or incurred Pre - Development Costs as described on Exhibit F attached hereto. Westray shall submit to the Board (with a copy to the City) evidence (in reasonable detail) of such Pre - Development Costs paid or incurred by Westray. If the Board verifies that Westray paid or incurred the Pre - Development Costs, then Westray shall be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on Pre - Development Costs. 2.3 The Public Improvements. 2.3.1 Agreed Scope of Public Improvements. The Public Improvements hereunder shall be divided into three separate phases ( "Phase I ", "Phase II" and "Phase III ", respectively, and collectively or generically, the "Phase(s)"). The Final Plan contains descriptions of the Public Improvements for each such Phase which have been agreed upon by the Parties. The descriptions of the Phase I Public Improvements are contained in Exhibit G-1 attached hereto. The descriptions of the Phase II Public Improvements are contained in Exhibit G-2 attached hereto. The descriptions of the Phase III Public Improvements are contained in Exhibit_ G-3 attached hereto. Such descriptions of the Phases are intended to be sufficient to show and identify the overall basic configuration, layout, nature, extent, capacity, complexity, connectivity, functionality and all other critical design and fundamental aspects of the Public Improvements and the various components thereof for each Phase (the "Agreed Preliminary Descriptions "). 2.3 .2 Project Costs for Public lnnproveinepts. "Project Costs" as used herein shall mean, with respect to each Phase, all costs arising in connection with the design, Page 3 IMHURSEMEN'r AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 development and construction of such Public Improvements and shall include, without limitation, all costs of design, engineering, materials, labor, construction, inspection and testing, legal and other consulting fees, all payments arising under any contracts entered into by Westray pursuant to this Agreement, all costs incurred in connection with obtaining governmental approvals, certificates or permits (including any building permit fees) required as a part of any contracts entered into in accordance with this Agreement and all related legal fees incurred in connection therewith. Project Costs shall not include, however, the cost of any land pertaining to the Public Improvements. Based on the Agreed Preliminary Descriptions, the Parties have agreed that the maximum anticipated Project Costs for each Phase of the Public Improvements are as set forth in the schedule of costs and expenses attached hereto as Exhibit H -1 (for Phase I), Exhibit H -2 (for Phase II) and Exhibit H -3 (for Phase III) (which cost schedules are also included in the Final Plan) (collectively, the "the Cost Schedule "). The Project Costs shown in the Cost Schedule are preliminary estimates only and Westray is not obligated to incur or spend such amounts. 2.3.3 Obligation to Construct Public Improvements. Westray agrees to construct the Public Improvements for Phase I (and such subsequent Phases of the Public Improvements as Westray may elect as discussed below), pursuant to the final approved Construction Plans and Specifications for such Phases, and to provide and furnish, or cause to be provided and furnished, all materials and services as and when required in connection with the construction of the applicable Public Improvements. Westray will obtain all necessary permits and approvals from the City and all other governmental officials and agencies having jurisdiction (including the approvals required under this Agreement), provide supervision of all Phases of construction of the Public Improvements, provide periodic reports as may be reasonably requested and required by Board with copies to the City. Westray's obligation to proceed with the construction of the Phase I Public Improvements is conditioned on the Parties' mutual approval of the Construction Plans and Specifications for the Phase I Public Improvements, and all other terms and conditions contained in this Agreement. Subject to satisfying all conditions herein with respect to proceeding with the Public Improvements for Phase I, the Public Improvements for Phase I may be referred to as the "Minimum Improvements ". 2.3.4 Option to Construct Additional Phases. Westray may, but is not obligated under this Agreement to, construct additional Public Improvements under Phase II and Phase III, subject to the Parties' mutual approval of Construction Plans and Specifications for such Public Improvements. If Westray desires to proceed with such Public Improvements, Westray shall give written notice thereof ( "Proceed Notice ") to the Board and the City of its election to proceed with the applicable Phase, in which case the Parties shall proceed with developing Construction Plans and Specifications for the applicable Public Improvements as provided below. The Proceed Notice for Phase II and /or Phase III may be sent at any time during the term of this Agreement; provided, however, at any time prior to Westray's delivery of the Proceed Notice for either such Phase, City may, but shall have no obligation to, deliver notice (the "Alternative Builder Notice ") to Westray that City desires to proceed with the Public Improvements for such Phase through a reimbursement agreement similar to this Agreement with another party or Page 4 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 otherwise cause such Public Improvements to be completed through other means (the "Alternative Build- Out "), and unless Westray delivers a Proceed Notice to the City whereby Westray elects to build such Public Improvements itself pursuant to the provisions of this Agreement within thirty (30) days after the Alternative Builder Notice is sent, then the City may proceed with the Alternative Build -Out and Westray will have no further right to send a Proceed Notice for such Public Improvements so long as the City actually proceeds and diligently pursues completion of such Public Improvements pursuant to such Alternative Build -Out. Subject to the express terms hereof for reimbursement of Project Costs to Westray for Phase II and Phase III Public Improvements if Westray sends Proceed Notices with respect thereto, City has no obligation to construct the Public Improvements for Phase II or Phase III or to provide for any Alternative Build -Out or to reimburse any other party for costs relating thereto (other with respect to rights assigned to a permitted assignee of Westray as permitted under Section 2.11 below). 2.3.5 Construction Plans and _ Specifications. The Agreed Preliminary Descriptions will be utilized as the basis upon which detailed construction plans and specifications (suitable for purposes of obtaining applicable permits and bidding out specific work) for the Public Improvements for each applicable Phase will be developed (the "Construction Plans and Specifications "). The Parties agree to act reasonably and in good faith in developing and approving the Construction Plans and Specifications for each applicable Phase. Westray shall prepare or cause to be prepared proposed Construction Plans and Specifications for the applicable Public Improvements for presentation to the Board and City prior to the commencement of construction or implementation of the Public Improvements for any Phase, which proposed Construction Plans and Specifications must be submitted to and approved by the City and all other regulatory authorities having jurisdiction, and shall be in accordance with the City's development regulations, as set forth in the Denton Development Code, as amended, and all other applicable ordinances, regulations, and procedures of the City, as amended. Once the City and Board have approved Construction Plans and Specifications for any Phase of the Public Improvements, no changes thereto can be made without the express written approval of the City, the Board and Westray. Westray will proceed in developing Construction Plans and Specifications for the Phase I Public Improvements promptly after the full execution of this Agreement. Westray need not proceed in developing Construction Plans and Specifications for the Phase II and /or Phase III Public Improvements unless and until the Proceed Notice for such applicable Phase is given. 2.4 Conveyance of Easements. Except as provided immediately below, the parties acknowledge that all Public Improvements will be located within existing City right -of -way or other property owned by the City, and accordingly, it is expected that only limited easement and /or land dedication rights will be necessary with respect to the Public Improvements. The only areas in which Public Improvements will actually be located on Rayzor Property and not within existing City right -of -way or other property owned by the City, and accordingly in which the City will need perpetual easement or land dedication rights to own and maintain the Public Improvements, are those areas specifically identified in Exhibit I (the "Easement Areas "). Upon completion of the Public Improvements for any Phase and in connection with the dedication Page 5 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 thereof to the City as discussed below, Westray shall cause the Rayzor Owners (as applicable) to grant permanent easement rights and /or dedicate land within any Easement Areas that are applicable to the Public Improvements so completed and located on Rayzor Property (if easement or dedication rights have not already been granted to the City in such areas). The Parties agree to diligently negotiate and pursue applicable agreements for easements, dedications and /or rights -of -way which are necessary within the Easement Areas pursuant to applicable instruments in form and substance reasonably satisfactory to the Rayzor Owners and the City, and consistent with easement or other applicable instruments historically completed between the Rayzor Owners and the City ( "Improvement Easements) "); provided, however, that any agreement between City and Westray concerning such easements, rights -of -way or similar property interests shall be effective only by the delivery of executed instrument to be made of record; and provided, further, that no Improvement Easements (and no obligation to convey the same) are agreed to or given except as expressly provided above. Without limitation, neither Westray nor the Rayzor Owners shall have any obligation to grant any easement rights in any areas outside of the Easement Areas. With respect to any Public Improvements located on or adjacent to property owned by the City, the City shall grant Westray, at no cost, all required temporary construction and access easements reasonably necessary to install the Public Improvements. Further, with respect to Public Improvements to be located on lands other than the Rayzor Property and City right -of -way or other lands owned by the City, it shall be the City's responsibility to obtain necessary easement rights in such areas for the location of the Public Improvements. 2.5 Construction and Completion. Westray is authorized to proceed with the construction of the Public Improvements for any Phase upon the approval of Construction Plans and Specifications therefor by the Board and the City, and Westray's obtaining all applicable construction and related or similar permits, as applicable (the "Applicable Permits "), from all applicable governmental authorities. Notwithstanding anything herein to the contrary, Westray may elect to terminate this Agreement at any time prior to the issuance of a building permit for the Phase I Public Improvements and commencement of construction thereunder, by giving City written notice of termination. In such case this Agreement will be null and void and of no further force and effect. 2.5.1 Advancement of Costs. Westray will advance sufficient funds to pay all Project Costs incurred for each applicable Phase of the Public Improvements as such costs become due and payable. 2.5.2 Completion. Following the completion of each Phase of the Public Improvements and the acceptance thereof by the City (as evidenced by a "Certificate of Completion" to be issued by the City acknowledging that the Public Improvements have been completed in accordance with the terms of this Agreement), Westray shall convey the Public Improvements to the City and grant applicable easement rights in the applicable Easement Areas by an Improvements Easement reasonably acceptable to both parties and consistent with the provisions of Section 2.4 above. Conveyance of applicable Public Improvements to the City shall include an assignment of all contractors' warranties, if any, and shall be without recourse to Westray. Prior to the acceptance of such conveyances by the City, Westray shall provide the City with releases Page 6 RE-IMBURSEMEN'r AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 from all prime contractors, major subcontractors, and major suppliers who have provided labor and materials for the Public Improvements showing that they have been paid in full for such labor and materials. City shall issue the Certificate of Completion so long as Westray complies with the provisions contained above. 2.5.3 Verification of Project Costs. Upon receipt of a Certificate of Completion for Public Improvements, Westray shall submit to the Board (with a copy to the City) evidence (in reasonable detail) of the actual Project Costs of such Public Improvements paid or incurred by Westray ( "Project Costs Submittal "). If the Board verifies that Westray paid or incurred the Project Costs, then Westray shall be reimbursed for such actual Project Costs, plus Interest thereon (as provided below), from the Tax Increment Fund as provided in Section 2.7.4. The Board shall at all times act reasonably and in good faith in verifying Project Costs incurred or paid by Westray and shall, with in thirty (30) days after the Project Costs Submittal, issue a written confirmation of its approval of the Project Costs submitted for verification ( "Confirmation of Verified Costs" and the Project Costs so verified, the "Verified Project Costs ") and /or deliver to Westray written notice of its refusal to verify any such Project Costs so submitted specifying in reasonable detail which Project Costs it is refusing to verify and the grounds for such refusal ( "Verification Denial" and the Project Costs so denied, the "Denied Project Costs "). The Board agrees to act reasonable and in good faith with Westray in order that Westray can address the issues that have resulting in a Verification Denial so as to be able to resubmit such Denied Project Costs for re- evaluation by the Board. 2.5.4 Reliance, Indemnification. The Board and the City shall be entitled to rely on the information provided by Westray and Westray's assignees in verifying costs and seeking reimbursement for such costs from the Tax Increment Fund and are under no duty or obligation to independently verify the truth, accuracy, or completeness of such information. Westray and its assignees release, hold harmless, and indemnify the Board and the City (and their respective elected and appointed members, officers, and employees) from any claims by third parties to the costs for which Westray or its assignees seeks reimbursement pursuant to this Agreement. 2.5.5 Interest on Project Costs. All Verified Project Costs for which a Confirmation of Verified Costs has been issued shall bear interest, from and after the date the Confirmation of Verified Costs was issued until repayment of such Project Costs, at the rate of five percent (5 %) per annum ( "Interest "). Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and the actual days elapsed (including the first day but excluding the last day). The anticipated Interest to be paid on the Project Costs is shown in the Cost Schedule. 2.6 Reimbursement of Verified Protect Costs. Upon issuance of a Confirmation of Verified Costs, and subject to the priority of payments as set forth in Section 2.7.4 below, City shall begin repaying Verified Project Costs, plus Interest thereon, to Westray to the full extent of available funds in the Tax Increment Fund, and shall continue such repayment until all such amounts are repaid in full. Page 7 IMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.7 Tax Increment Fund. The City shall create and fund the Tax Increment Fund in accordance with the Zone Ordinance and the Participation Agreement. 2.7.1 Tax Increment. Pursuant to the Zone Ordinance and the Participation Agreement, and in accordance with Section 311.012 of the Texas Tax Code, Ch. 311, Tax Increment Financing Act: (i) the "Tax Increment Base" for the Zone shall be the appraised value of all real property located within the Zone for calendar year 2012, (ii) the "Captured Appraised Value" shall be the total appraised value of all real property located within the Zone for any calendar year after 2012, less the Tax Increment Base, (iii) the City has agreed to pay into the Tax Increment Fund, for each calendar year after 2012, an amount calculated as a millage rate per $100 of Captured Appraised Value in the Zone for such year that equals 40% of the City's tax rate for such year and (iv) the County has agreed to pay into the Tax Increment Fund, for each year after 2012, an amount calculated as a millage rate per $100 of Captured Appraised Value in the Zone for such year that equals 40% of the County's tax rate. The amounts to be paid into the Tax Increment Fund by the City and County, respectively, under items (iii) and (iv) above for any year, are referred to herein as the "Tax Increment" for such year. 2.7.2 Deposit of Tax Increment. For each year beginning with the 2013 calendar year and each calendar year thereafter, the City shall deposit its Tax Increment for such calendar year into the Tax Increment Fund, which payment shall be made not later than ninety (90) days after the delinquency date for property taxes assessed and due for such year. The City shall invoice the County for the County's Tax Increment owed for each such year no later than 30 days after the delinquency date for property taxes assessed and due for such year, and cause the County to pay such Tax Increment to the City not later than ninety (90) days after the delinquency date for property taxes assessed and due for such year, and City shall promptly upon receipt thereof deposit such amounts into the Tax Increment Fund. 2.7.3 Separate Account. The City shall maintain the Tax Increment Fund as a segregated account which shall not be commingled with any other funds of the City. The Tax Increment Fund shall be invested in the same manner as other municipal funds, and all interest earned shall be part of the Tax Increment Fund. 2.7.4 Disbursements. The City shall only make disbursements from the Tax Increment Fund for the purposes and in the priority set forth below. Disbursements shall be made from the Tax Increment Fund no less frequently than biannually each May 15th and November 15th beginning in calendar 2014, but not prior to the Effective Date hereof, and subject to the terms and conditions of this Agreement. Disbursements from the Tax Increment Fund shall be made only for the following purposes and only in the following order of priority unless otherwise approved by the City and Westray: 2.7.4.1 FIRST, to pay all current debt service due under any outstanding TIRZ Bonds; 2.7.4.2 SECOND to reimburse the City for Pre -TIRZ Administrative Costs; Page 8 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.7.4.3 THIRD, to reimburse the City for Administrative Costs; 2.7.4.4 FOURTH, to reimburse Westray for Pre - Development Costs; 2.7.4.5 FIFTH, to reimburse Westray for Verified Project Costs as provided for herein; 2.7.4.6 SIXTH, to reimburse Westray for Interest on Verified Project Costs, as provided for herein; and 2.7.4.7 SEVENTH, to reimburse Westray for the costs of additional public improvements (beyond Phases 1 - 3), if any, approved by amendments to the Final Plan. 2.7.5 The City shall maintain complete books and records showing all deposits to and disbursements from the Tax Increment Fund, which books and records shall be kept in accordance with generally accepted accounting principles as applied to Texas municipalities. Such books and records shall be available for examination and copying by Westray during normal business hours. The City shall maintain such books and records throughout the term of this Agreement and for two years thereafter, or such longer period as may be required by law. 2.8 Conditions of Reimbursement. The City shall not make disbursements from the Tax Increment Fund to reimburse Westray for any Project Cost or pay interest on any Project Costs for Public Improvements constructed by Westray unless and until Westray has completed all of the Phase I Public Improvements by not later than twenty -four (24) months from the date final Construction Plans and Specifications have been approved hereunder and Applicable Permits issued for the Phase I Public Improvements, subject to reasonable extensions for Force Majeure Events (as hereinafter defined). Westray will not be liable or in breach of or default under this Agreement for any delay or failure of performance resulting from anything beyond the reasonable control of Westray (a "Force Majeure Event "), including, but not limited to, acts of God; acts of civil or military authority; acts of a public enemy; war; terrorism; severe weather, earthquakes, or floods; fires or explosions; governmental action or regulation; strikes, lockouts, or other work interruptions or labor shortages; supplier shortages; transportation and delivery delays; or blocked access rights (but in all cases excluding causes which can be controlled by the expenditure of money in accordance with good business practices). So long as Westray diligently and continuously attempts to cure the non - performance caused by the Force Majeure Event, the time for performance shall be extended commensurate with the duration of the Force Majeure Event. 2.9 Westray understands and agrees that all payments of Project Costs, plus Interest where applicable, shall be made solely from the Tax Increment Fund and from no other funds of the City or the County unless otherwise approved by their respective governing bodies, and the Tax Increment Fund shall only be used to pay Project Costs, plus Interest, where applicable. The City shall only pay for actual costs incurred by Westray for Project Costs, and Interest thereon, up to the maximum Project Costs and Interest identified in Cost Schedule. Page 9 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.10 Sale of Bonds. Subject to the satisfaction of conditions set forth in this Section, the City may — but is not required to - issue tax increment bonds or other obligations ( "TIRZ Bonds "), in its sole discretion, which are secured by and payable from the Tax Increment Fund, for the purposes of acquiring or constructing Public Improvements and /or the reimbursing Westray for Project Costs, and to pay costs related to the issuance, sale and delivery of such TIRZ Bonds (including, but not limited to, amounts necessary to fund a reserve fund for the TIRZ Bonds and capitalized interest). Westray may request issuance of TIRZ Bonds by filing with the City a list of the Public Improvements to be funded with the Bonds and the estimated costs of such Public Improvements. The issuance of TIRZ Bonds is subject to the following conditions: 2.10.1 The adoption of a Final Plan for the Zone by the City Council and the Board that identifies the Public Improvements that are to be funded through TIRZ Bonds proceeds, and the Project Costs of the Public Improvements to be so funded. 2.10.2 The aggregate principal amount of TIRZ Bonds issued and to be issued shall not exceed amounts sufficient to fund the Public Improvements. 2.10.3 Each series of TIRZ Bonds shall be in an amount estimated to be sufficient to fund the Public Improvements or portions thereof for which such Bonds are being issued. 2.10.4 Approval by the Texas Attorney General of the TIRZ Bonds and registration of the Bonds by the Comptroller of Public Accounts of the State of Texas. 2.10.5 The Rayzor Owners are current on all taxes, fees and obligations owed by them to the City. 2. 0.6 Westray is not in default under this Agreement. 2.10.7 No outstanding TIRZ Bonds are in default and no reserve funds have been drawn upon that have not been replenished. 2.10.8 Review and approval by the City of the plats and final Construction Plans and Specifications for the Public Improvements. 2.10.9 The Board has certified that the costs of the Public Improvements to be paid from the proceeds of the TIRZ Bonds are eligible to be paid with the proceeds of such TIRZ Bonds. 2.10.10 The Public Improvements to be financed by the TIRZ Bonds have been or will be constructed according to the approved Construction Plans and Specifications. 2.10.11 The City's evaluation and determination that there will be no negative impact on the City's creditworthiness, bond rating, access to or cost of capital, or potential for liability. Page 10 IMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 2.10.12 The City has determined that the amount of proposed TIRZ Bonds and the structure, terms, conditions and timing of the issuance of the TIRZ Bonds are reasonable for the Project Costs to be financed and the degree of development activity within the TIRZ, and that there is sufficient security for the TIRZ Bonds to be creditworthy. 2.10.13 The maximum maturity for TIRZ Bonds shall not exceed 30 years from the date of delivery thereof. 2.10.14 The final maturity for any TIRZ Bonds shall be not later than 60 years from the date of this Agreement. 2.10.15 Unless otherwise agreed to by the City, the TIRZ Bonds shall be sold and may be transferred or assigned only in minimum denominations of $100,000 or integral multiples of $1,000 in excess thereof; provided that the limitation on transferability or assignment shall not apply (A) if the TIRZ Bonds are assigned a rating of not less than rated "BBB" by Standard & Poor's Ratings Services, a division of The McGraw -Hill Companies, Inc., "Baa" by Moody's Investors Service, Inc., "BBB" by Fitch Ratings, or an equivalent rating by a nationally recognized municipal securities rating service acceptable to the City, and (B) upon compliance with applicable securities laws. 2.10.16 No information regarding the City, including without limitation financial information, shall be included in any offering document relating to TIRZ Bonds without the consent of the City. 2.10.17 City is satisfied that the Public Improvements for which such TIRZ Bonds are issued either have been completed or will be completed by Westray with Westray advancing all Project Costs in connection therewith. 2.10.18 Westray agrees to provide periodic information and notices of material events regarding Westray and Westray's activities within the Zone in accordance with Securities and Exchange Commission Rule 15cc2 -12. 2.10.19 The TIRZ Bonds meet all requirements of Texas Tax Code Section 311.015 as amended. 2.11 Successors and Assigns. 2.11.1 City and the Board acknowledge that the Rayzor Owners will be selling and conveying lots and /or tracts within the Rayzor Property ( "Sale Tracts ") to third party developers, users or other persons (any such grantee being referred to as a "Rayzor Purchaser "). Rayzor Owners shall be free to sell Sale Tracts to Rayzor Purchasers without the need of any consent of the City or the Denton Zone. Unless a Rayzor Purchaser is expressly designated in a recorded instrument to be a Designated Successor (as herein after defined), then: (i) in no event shall any such Rayzor Purchaser or the Sale Tract acquired by it be subject to or encumbered by the obligations under this Agreement, Page 11 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 it being agreed that all such obligations are personal and those of Westray only; provided, only, however, if an Improvement Easement has actually been executed and recorded in the Public Records which affects the Sale Tract so sold, such Sale Tract shall be subject to the easement rights granted under such Improvements Easement and (ii) in no event shall any Rayzor Purchaser inure to any right to receive reimbursement of Project Costs or Interest or any other amounts payable to Westray under this Agreement. 2.11.2 Notwithstanding the above, Westray may at its option assign its rights and obligations hereunder, from time to time and in whole or in part, to any person or entity that acquires all or any portion of the Rayzor Property or that has a contract right to acquire same, but only if Westray expressly designates such person or entity to succeed to such rights and obligations (a "Designated Successor ") pursuant to a written instrument executed by Westray and recorded of public record. The assignment must be in writing, recorded in the public records must obligate the Designated Successor to be bound by this Agreement. A copy of the assignment shall be given to the City within 30 days after its effective date; however, City consent to the assignment is not required. Upon the effective date of any such assignment and notice to the City, Westray shall be released from performing the duties or obligations that are assigned and that arise after the effective date or the date that the City receives notice of the assignment, whichever later occurs; however, Westray is not released from any liabilities that arose prior to the effective date or date of notice to the City, whichever later occurs, unless the City and the Board agree. Such assignment may include the right to receive future reimbursements in the same manner as Westray; provided, however, Westray may retain the right to be reimbursed for actual costs of Project Costs which are then accrued and vested in the Westray. 2.11.3 In addition to and separate from the right of Westray to assign its rights and obligations under this Agreement as provided above, Westray's right to reimbursement from the Tax Increment Fund pursuant to Section 2.7.2 may be assigned, from time to time and in whole or in part, to any person or entity without the consent of the City but with notice to the City, including a copy of the assignment. The assignment shall include a representation and warranty by Westray that Westray has full power and authority to execute the assignment and that the rights assigned are not subject of any claims by third parties. The assignment shall also provide that Westray and its assignees agree to release, hold harmless, and indemnify the City (and its elected officials, officers, and employees) from any claims by third parties to the rights being assigned. The right of any assignee under this section to reimbursement from the Tax Increment Fund is conditioned on (i) receipt of notice of assignment by the City and (ii) inclusion of the aforementioned hold harmless and indemnity provisions in the assignment document, a copy of which shall be provided to the City. ARTICLE 3. REPRESENTATIONS AND WARRANTIES. 3.1 Westray. Westray represents and warrants to the other Parties that (1) Westray is an affiliate of the Rayzor Owners; (2) Westray has full lawful right, power and authority to Page 12 RE"IM€ URSEMENr AGREEMEN'r Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 execute and deliver and perform the terms and obligations of this Agreement; (3) the execution and delivery of this Agreement has been duly authorized by all necessary actions by the Westray; and (4) this Agreement constitutes the legal, valid and binding obligation of Westray, and is enforceable in accordance with its terms and provisions; and (5) Westray has not assigned any portion of its rights and obligations under this Agreement, to third parties prior to the Effective Date hereof. 3.2 City. The City represents and warrants to the other Parties that (1) the City has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement has been duly and validly authorized and approved by all necessary City proceedings, findings, ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of City, enforceable against City in accordance with its terms and provisions. 3.3 Board. The Board represents and warrants to the other Parties that (1) the Board has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement has been duly and validly authorized and approved by all necessary Board proceedings, findings, ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of the Board, enforceable against the Board in accordance with its terms and provisions. 4.1 A non - performing Party shall be in "Default" under this Agreement if such Party fails to perform any duty or obligation under this Agreement and such failure is not cured within 30 days after written notice from any other Party (or if the failure is not reasonably capable of being cured within 30 days, the non - performing Party does not begin to cure within such 30 -day period and thereafter continuously and diligently complete a cure at the earliest possible time). 4.2 If a Party is in Default under this Agreement, the other Parties shall have available all remedies at law or in equity (including, but not limited to, injunctive relief and specific performance) except as follows: no Default shall: (1) entitle any Party to terminate this Agreement; (2) relieve the City from its obligation to process and issue Certificates of Completion for Public Improvements and Additional Public Facilities that are completed in accordance with this Agreement; (3) relieve the Board from its obligation to verify Project Costs for completed Public Improvements that are to be reimbursed from the Tax Increment Fund; or (4) relieve the City from its obligation to reimburse from the Tax Increment Fund all actual Project Costs that are verified by the Board. Page 13 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 F.1 Z,74 0 1010 DKTAW'l 11110 0 1 �. 5.1 Term. The term of this Agreement shall commence on the Effective Date, and continue until the earlier to occur of. (1) the date on which the City has fulfilled its reimbursement obligations under Section 2.7.2; or (2) the earlier expiration or termination of the Zone pursuant to the Zone Ordinance. 5.2 Notices. Any notice required or contemplated by this Agreement shall be in writing and shall be deemed given and received: (1) when delivered (with evidence of delivery) by a nationally recognized delivery service (e.g., FedEx or UPS) to the address shown below whether or not signed for by the individual to whose attention the notice is addressed; or (2) three business days after deposited with the US Postal Service, CERTIFIED MAIL, RETURN RECEIPT REQUESTED, for delivery to the address shown below whether or not signed for by the individual to whose attention the notice is addressed. To the City: Attn: Director of Economic Development City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8333 Fax: (940) 382 -7923 With a Copy _to: Pamela England, Real Estate Specialist City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8928 Fax: (940) 349 -8951 To the Board: Board of Directors of Reinvestment Zone Number Two c/o City of Denton, Texas 215 E. McKinney Street Denton, Texas 76201 Phone: (940) 349 -8333 Fax: (940) 382-7923 To Westray c/o The Rayzor Company Page 14 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Attn: Philip Baker P.O. Box 336 Denton, Texas 76202 For deliveries to a physical address, use: 400 W. Oak, Suite 200 Denton, Texas 76201 Telecopy: (940) 566 -1591 Telephone: (940) 387 -8711 With a Copy to: David M. Mellina Mellina & Larson, P.C. 1128 Fairmount Avenue Fort Worth, Texas 76104 Telecopy: (817) 335 -1221 Telephone: (817) 335 -1200 5.3 Amendments. 5.3.1 This Agreement. This Agreement may only be amended in writing signed by all the Parties. 5.3.2 County Participation Agreement. The City shall give Westray at least 60 days' notice of any proposed amendment to the County Participation Agreement, including the full text of the proposed amendment. If the proposed amendment adversely impacts the obligation of the County to pay annually to the City the County Tax Increment for deposit into the Tax Increment Fund for the term of the Zone or if the proposed amendment reduces the amount of the County Tax Increment, the proposed amendment shall require the approval of Westray. 5.3.3 Final Plan. The City shall give Westray at least 60 days' notice of any proposed amendment to the Final Plan, including the full text of the proposed amendment. The Board, the City, or Westray may, from time to time, request amendments to the Final Plan, which may be approved only upon recommendation by the Board and the mutual agreement of the City and Westray. 5.4 Economic Incentive Agreements. For and during the term of this Agreement the City shall not, and shall not permit the County to, enter into any agreements that would in any way reduce the City Tax Increment (including, but not limited to, tax abatement agreements and Texas Local Government Code "380 Economic Development AgEeements ") or the County Tax Increment without the consent of Westray and the Rayzor Owners. Page 15 REIMBURSEMENT AmEEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 5.5 Vested Rights. Westray expressly understands and agrees that neither this Agreement, the Final Plan, or any approvals required under this agreement, shall be considered a "permit," as that term is defined in Tex. Loc. Gov't Code chapter 245, nor does the Final Plan constitute a plan for development within the meaning of the statute. Westray, for itself, its officers, agents, employees, successors and assigns, hereby releases and holds harmless the City, its officers, agents, consultants and employees, from any claim or cause of action asserting that this Agreement, the Final Plan, or any approvals required under this Agreement establish a vested right against enforcement of subsequently enacted development regulations, whether such cause arises under Tex. Loc. Gov't Code ch. 245, as amended, or other law of the State of Texas. 5.6 Venue. This Agreement is performable in Denton County, Texas, and venue of any action arising out of this Agreement shall be exclusively in Denton County, Texas. This Agreement shall be governed and construed in accordance with the laws of the State of Texas. 5.7 Unenforceable Provisions. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 5.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and constitute one and the same instrument. 5.9 Entire Agreement. This Agreement embodies the complete agreement of the Parties, superseding all prior or contemporaneous oral or written agreements between the Parties and relating to subject matter of this Agreement (other than the Zone Ordinance, the County Participation Agreement, and the Final Plan). 5.10 Exhibits; Titles of Sections, Subsections. The following exhibits are incorporated as part of this Agreement for all purposes: Exhibit A - Zone Ordinance Exhibit B - Description of the Rayzor Property Exhibit C - County Participation Agreement Exhibit D - Final Plan Exhibit E - Pre -TIRZ Administrative Costs Exhibit F - Pre - Development Costs Exhibit G -1 - Description of Phase I Public Improvements Exhibit G -2 - Description of Phase II Public Improvements Exhibit G -3 - Description of Phase III Public Improvements Exhibit H -1 - Cost Schedule for Phase I Exhibit H -2 - Cost Schedule for Phase II Exhibit H -3 - Cost Schedule for Phase III Exhibit I - Easement Areas Exhibit 1 -1 - Drainage Easement Area Page 16 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit I -2 - Dedication Land In the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the parties and shall not be construed to have any effect or meaning as to the agreement between the parties hereto. Any reference herein to a Section or Subsection shall be considered a reference to such Section or Subsection of this Agreement unless otherwise stated. Any reference herein to any exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. SIGNATURE PAGES TO FOLLOW Page 17 BURSEMEw AoREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 CITY OF DENTON, TEXAS By: Name.t Try 1 r Title:e.r.'�1 Date: 22, '/ A TT S f: Narn e. . C ity Seer ary 5 _f0 FORM: ( NEIY a , T... l ..•. STATE OF TEXAS COUNTY OF § This inn UITIC11t Was acknowledged before trze on the 'clay of May, 2014 by of the City of De»to , Texas, on behalf of said city. JENNIFER , W r u CEc tj, t b'i t8te § C ws N .� tate e4ofxa � v y r � r E SEres December : 201 Page 18 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 BOARD OF DIRECTORS REINVESTMENT ZONE CITY O&WENTON, By: \11 1\11 Name: 0"' Title: 4t Date: STATE OF TEXAS COUNTY OF ior—i TWO This instrument was acknowledged before me on the /�5th day of May, 2014 by d1e, re- of the Board of Directors of Reinvestment Zone Number Two, City of Denton, Texas, on behalf of said Board. N'( tary Public, State of Texas Page 19 REIMBURSEMENT AGREEMENT JANE E. RIC�AWiON NofarV Public, State of Texas My Commission Expires ny t une 27, 2017 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 WESTRAY GROUP, LP, a Texas limited partnership Rayzor Denton Management, LLC, a Texas limited liability company STATE OF TEXAS § COUNTY OF This instrument was acknowledged before me on the day of May, 2014 by Philip A. Baker, Vice President of The Rayzor Company, a Texas corporation, as the sole member of Rayzor Denton Management, LLC, a Texas limited liability company, as the sole general partner of Westray Group, LP, a Texas limited partnership, on behalf of said limited partnership. '� i JORDAN COON _. �k Notary Public, State of Texas � ,,r a My Commission Expires 09 -28 -2015 Vy Public, State of Texas Page 20 REIMBURSEMENT AGREEMENT \\ codadWepartment0cpRourdocuments\ ordinances \12 \ecF i�v&tpIfk£&r2a.10Prdinance PAN �a �1e �i�ai� e 5 ORDINANCE NO. 2012 -366 AN ORDINANCE DESIGNATING AND DESCRIBING THE BOUNDARIES OF A TAX INCREMENT REINVESTMENT ZONE TWO FOR AN INDUSTRIAL DISTRICT OF DENTON, TEXAS; ESTABLISHING THE DURATION OF THE ZONE; ESTABLISHING A TAX INCREMENT FUND; ESTABLISHING A BOARD OF DIRECTORS FOR THE TAX INCREMENT REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas, (the "City "), desires to promote the development of an industrial area within the City of Denton by the creation of a Tax Increment Financing Reinvestment Zone, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, Vernon's Texas Codes Annotated (the "Act"); and WHEREAS, the City has called a public hearing to hear the public comments on the creation of the proposed Tax Increment Reinvestment Zone and its benefits to the City and the property in the proposed Tax Increment Reinvestment Zone; and WHEREAS, notice of such public hearing was published in the Denton Record - Chronicle, a daily paper of general circulation in the City, such publication date being not later than seven (7) days prior to the date of the public hearing; and WHEREAS, such hearing was convened at the time and place mentioned in the published notice, on the 18h day of December 2012, at 6:30 p.m., in Council Chambers of the City of Denton, Texas; and WHEREAS, the City, at such hearing, invited any interested person, or his/her representative, to appear and speak for or against the creation of the Tax Increment Reinvestment Zone the duration of the Tax Increment Reinvestment Zone, the boundaries of the proposed Tax Increment Reinvestment Zone, whether all or part of the territory which is described in Exhibit "A" attached hereto and depicted on the map attached hereto as Exhibit `B" should be included in such proposed Tax Increment Reinvestment Zone, the concept of tax increment financing and the appointment of a board of directors of the proposed Tax Increment Reinvestment Zone; and WHEREAS, all owners of property located within the proposed Tax Increment Reinvestment Zone and all other taxing units and other interested persons were given a reasonable opportunity at such public hearing to protest the creation of the proposed Tax Increment Reinvestment Zone andlor the inclusion of their property in such; Tax Increment Reinvestment Zone; and WHEREAS, the proponents of the Tax Increment Reinvestment Zone offered evidence, in favor of all of the foregoing matters relating to the creation of the Tax Increment Reinvestment Zone, and opponents of the Tax Increment Reinvestment Zone were given the opportunity to appear to contest creation of the zone, after which the hearing was closed; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OFDENTON HEREBY ORDAINS: SECTION 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. Exhibit 2 - Westray Ordinance Pgx% %l AP e06ffifiaigj 5 SECTION 2. The City Council, after conducting such hearing and having heard such evidence and testimony, has made the following findings and determinations based on the evidence and testimony presented to it: a) The public hearing on adoption of the Tax Increment Financing Reinvestment Zone has been properly called, held and conducted and that notice of such hearing has been published as required by law b) Creation of the proposed Tax Increment Reinvestment Zone with boundaries as described in Exhibits "A" and "B" will result in benefits to the City, its residents, and property owners, in general, and to the property, residents and property owners in the Tax Increment Reinvestment Zone. c) The Tax Increment Reinvestment Zone, as defined in Exhibits "A" and "B ", meets the criteria for the creation of a Tax Increment Financing Reinvestment Zone set forth in the Act in that: (i) It is a contiguous geographic area located wholly within the corporate limits of the City. (ii) It substantially impairs or arrests the sound growth of the municipality creating the zone or constitutes an economic or social liability in its present condition and use because of the presence of: a. The area has a predominance of defective or inadequate sidewalks or street layout; and/or b. Predominately open or undeveloped and, because of obsolete platting, deterioration of structures or site improvements, or other factors. (iii) The proposed project plan includes the use of land in the zone with access to an industrial rail spur that serves the park. a) That 30 percent or less of the property in the proposed Tax Increment Financing Reinvestment Zone, excluding property that is publicly owned, is used for residential purposes, which is defined in the Act as any property occupied by a house which has less than five living units. b) The total appraised value of all taxable real property in the proposed Tax Increment Financing Reinvestment Zone according to the most recent appraisal rolls of the City, together with the total appraised value of taxable real property 'in all other existing Tax Increment Reinvestment Zones within the City, according to the most recent appraisal rolls of the City, does not exceed 25 percent of the current total appraised value of taxable real property in the City and in the industrial districts created by the City, if any. c) The improvements in the Tax Increment Reinvestment Zone will significantly enhance the value of all taxable real property in the Tax Increment Financing Reinvestment Zone. • .� Exhibit 2 - Westray Ordinance Pffx%%I � N eOM iA�kWj 5 d) The development or redevelopment of the property in the proposed Tax Increment Financing Reinvestment Zone will not occur solely through private investment in the reasonable foreseeable future. SECTION 3. The City hereby creates a Tax Increment Reinvestment Zone over the area described in Exhibit "A," attached hereto and depicted in the map attached hereto as Exhibit "B," and such Tax Increment Reinvestment Zone shall hereafter be identified as Tax Increment Reinvestment Zone Number Two, City of Denton, Texas (the "Zone" or "Reinvestment Zone "). SECTION 4. There is hereby established a board of directors for the Zone that shall consist of eleven members. The board of directors of Tax Increment Reinvestment Zone Number Two shall be appointed as follows: a) Nine of the eleven member board shall be appointed by the City Council as provided here within sixty (60) days of the passage of this ordinance or within a reasonable time thereafter. All members appointed to the board shall meet the eligibility requirements set forth in the Act. The governing body of Denton County, which levies taxes on real property in Tax Increment Reinvestment Zone Number Two, has the right to appoint a single board member. Rayzor Investments, LLP the "Developer" has the right to appoint a single board member. b) The terms of the board members shall be two -year terms. A board member may serve no more than three consecutive terms. At the first meeting of the Board of Directors, the board members will draw lots to establish the staggering of terms with 5 of the board members serving an initial tern of one year. The City Council shall designate a member of the board to serve as chairman of the board of directors, and the board shall elect from its members a vice chairman and other officers as it sees fit. c) The board of directors shall make recommendations to the City Council concerning the administration of the Zone. It shall prepare and adopt a project plan and Tax Increment Reinvestment Zone financing plan for the Zone and must submit such plans to the City Council for its approval. The board of directors shall possess all powers necessary to prepare, implement and monitor such project plan and financing plan for the Tax Increment Reinvestment Zone as the City Council considers advisable, including the submission of an annual report on the status of the Zone. Any powers not herein delegated to the board of directors are specifically reserved to the City Council. SECTION 5. The Zone shall take effect immediately upon passage of this ordinance, and the termination of the Zone shall occur on December 31, 2036, or at an earlier time designated by subsequent ordinance of the City Council in the event the City determines that the Zone should be terminated due to insufficient private investment, accelerated private investment or other good cause, or at such time as all project costs and tax increment bonds, if any, and the interest thereon, have been paid in full. The base value within the Zone is established as of January 2012. Ordinance Desi¢netine TML City of Denton. Texas Exhibit 2 - Westray Ordinance SECTION 6. The Tax Incremen Waste or , which is the total appraised value of all taxable real property located in the Zone, is to be determined as of December 31, 2012, the year in which the Zone was designated a Tax Increment Reinvestment Zone. SECTION 7. Pursuant to Section 311.013(1) of the Tax Code, the City herby determines that the following portions of the tax increment produced by the City of Denton shall be paid into the tax increment fund for the reinvestment zone: Jurisdiction Years 2012 Tax Rate % of Tax Rate $ /$100 Value City of Denton 1 -10 0.6897500 40 11 -25 0.7197500 40 Denton County 1 -10 0.2828670 40 11 -25 0.3128670 40 SECTION 8. There is hereby created and established a Tax Increment Fund for the Zone which may be divided into such subaccounts as may be authorized by subsequent resolution or ordinance, into which all Tax Increments, less any of the amounts not required to be paid into the Tax Increment Fund pursuant to the Act, are to be deposited. The Tax Increment Fund and any subaccounts are to be maintained in an account at the City Treasurer's affiliated depository bank of the City and shall be secured in the manner prescribed by law for funds of Texas cities. In addition, all revenues from the sale of any tax increment bonds and notes hereafter issued by the City, revenues from the sale of any property acquired as part of the tax increment financing plan and other revenues to be dedicated to and used in the Zone shall be deposited into such fund or subaccount from which money will be disbursed to pay project costs for the Zone or to satisfy' the claims of holders of tax increment bonds or notes issued for the Zone. SECTION 9. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 10. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this 18"' day of December 2012. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: Ordinance Designating TIRZ City of Denton. Texas Exhibit 2 - Westray Ordinance QgX %%j �a McQ%Wai&45 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY •_ Exhibit 2 - Westray Ordinance Pcc nvr�inc9X%%tt ane EXHIBIT A CITY OF DENTON TAX INCREMENT REINVESTMENT ZONE No. 2 BOUNDARY DESCRIPTION TRACT No.1 BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right -of- way line of Airport Road, the POINT OF BEGINNING; THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport); THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest comer and the south right- o-=way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast comer and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; Exhibit 2 - Westray Ordinance PEriqAfi �ae�}�i��a�et 5 THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest comer of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right - of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast comer and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalshi, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; Exhibit 2 - Westray Ordinance Pgx %%I � NgfeOM iga%get 5 THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd, to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 3 1.3 05 acre E. Puchalski; Tract 527, 528, and 529. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned. 3 91 M CHRISTAJ i9r, AIRPIRT Legend N TIRZ Boundary This map is a graphic representation prepared by the City c o, f Denton and is intended for use only as a reference. Data Property Description + depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Government Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the Real Acreage Rangeland produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. Commercial Vacant Lot 0 412.5825 1,650 2,475 3,300 Real Farmhouse t NTON — Feet Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit B Description of the Rayzor Property The Rayzor Property is the property described or depicted in the Final Plan; provided, however, the Rayzor Property does not include land previously conveyed to PACCAR INC under instrument recorded as Document No. 2014-10033 of the Official Records of Denton County, Texas. Page 22 REIMBURSEMENT AGREEMENT sMegahour documentslordinanceAlMdenton co participate id Westray Ordinance ro ec anger One 6/16/15 Exhibit C - County Participation Agreement ORDINANCE NO. 2013 -033 AN ORDINANCE ACCEPTING AN AGREEMENT WITH DENTON COUNTY TO PARTICIPATE IN TAX INCREMENT REINVESTMENT ZONE NUMBER TWO; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TAKE OTHER ACTIONS NECESSARY TO ADMINISTER THE TAX INCREMENT REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in accordance with the provisions of the Tax Increment Financing Act, Texas, Tax Code, Chapter 311 ( "the Act "), the Denton City Council approved Ordinance No. 2012 -366 on December 18, 2012, creating, establishing and designating "Tax Increment Reinvestment Zone Number Two, City of Denton, Texas" (hereinafter called the "TIRZ ") under the Act; and WHEREAS, the Denton County Commissioners Court recognize that participation in the TIRZ will have the desired effect of developing and redeveloping portions of the County to the benefit of all taxing units which levy taxes in the TIRZ; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. The City Manager, or his designee, is hereby authorized to execute an Agreement to Participation in the Tax Increment Reinvestment Zone Number Two with Denton County and to make expenditures in accordance with the terms set forth in the attached Participation Agreement. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of _ 2 2013. BY: t Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement City of Denton And Denton County Agreement to Participate In Tax Increment Reinvestment Zone, Number Two, City of Denton THIS AGREEMENT, ( "Agreement ") is made and entered into by and between the City of Denton ( "the City "), a municipal corporation, and Denton County, ( "the County "), Texas. WITNESSETH: WHEREAS, in accordance with the provisions of the Tax Increment Financing Act, Texas, Tax Code, Chapter 311 ( "the Act "), the Denton City Council adopted an Ordinance ( "the Ordinance ") on the 180' day of December, 2012, in the form attached hereto as Exhibit "A" and incorporated herein by reference, creating, establishing and designating "Reinvestment Zone Number Two, City of Denton, Texas" (hereinafter called the "Reinvestment Zone ") under the Act; and WHEREAS, the City also adopted a preliminary Project Plan and Financing Plan (collectively "the Plan ") for the Reinvestment Zone in substantially the form of the Plan attached hereto as Exhibit `B" and incorporated herein by reference; and WHEREAS, the Act provides that each taxing unit levying taxes on real property in a Tax Increment Reinvestment Zone (hereinafter called a "TIRZ ") is not required to pay into the Tax Increment Fund (hereinafter called a "TIF ") any of its tax increment produced from property located in the TIRZ unless such taxing unit enters into an agreement to do so with the governing body of the municipality that created the TIRZ; and WHEREAS, an agreement to participate in a TIRZ created under the Act may be entered into any time before or after the TIRZ is created, and such agreement may include any conditions for payment of the tax increment into the TIF and must specify the portion of the tax increment to be paid into the TIF and the years for which that tax increment is to be paid into the TIF NOW, THEREFORE, the City and the County, in consideration of the terms, conditions, and covenants contained herein, hereby agree as follows; Section 1. The City and the County hereby agree to pay into the TIF established by the City for the Reinvestment Zone a percentage of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone as follows and subject to the following terms and conditions. a. City of Denton. The City hereby agrees to pay into the TIF, forty percent (40 %) of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone from the date the Reinvestment Zone is established until the City of Denton — TIRZ #2 - Page 1 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement earlier of. (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. b. Denton County. The County hereby agrees to pay into the TIF, forty percent (40 %) of the ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone from the date the Reinvestment Zone is established until the earlier of: (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. In no event will the County be liable for payment of ad valorem tax collections on the captured assessed value of real property in the Reinvestment Zone after December 31, 2037. C. Boundary. The boundaries of the Reinvestment Zone are and shall be those boundaries described in the Ordinance, or an amendment thereto revising the boundaries duly approved by the Reinvestment Zone Board of Directors and the City Council of the City. d. Purpose and Program. Street, utility, drainage improvements and industrial projects are to be constructed as nearly as possible in conformity with the Plan. Any additions, changes, revisions or modifications to the Plan made after the date of this Agreement may only be made by the Board of Directors of the Reinvestment Zone and the City Council of the City. e. Total Taxable Value. The real property within the boundaries of the Reinvestment Zone is to be the total taxable value as of January 1, 2012, for ad valorem tax purposes and for establishing the tax increment base referenced in Section 311.012 of the Act. L Bond Limit. The Denton City Council and the Denton County Commissioners Court shall have the authority to authorize the total principal amounts of bonds or notes. g. Use of TIF Funds. All amounts paid into the TIF shall be used solely to pay or reimburse cash expenditures for project costs or the principal of and interest on any tax increment bonds or notes issued to finance project costs under the A,:'. and to pay direct costs properly chargeable under the Act and under generally accepted accounting principles to the administration of the Reinvestment Zone, all in accordance with the Plan. h. Deposit of TIF Funds. The City and the County shall provide for the collection of its taxes in the Reinvestment Zone as for any other property taxed by the City or the County. Each participating taxing authority shall pay into the TIF an amount equal to the tax increment produced by the authority. The City shall invoice the County City of Denton — TIItZ #2 - Page 2 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement not later than thirty (30) days after the delinquency date of property ta%(;.i in the Reinvestment Zone. Pursuant to the Act, (Section 311.013(c)) the City and the County shall make payment to the TIF, pursuant to this Agreement, not later than ninety (90) days after the delinquency date of property taxes in the Reinvestment Zone. i. Limits of Obligation of the County. Except for payment to the TIF of the County ad valorem tax collections on the total taxable value of real property in the Reinvestment Zone the County shall have no obligation for any costs or expenses associated with the operation of the Reinvestment Zone, including, without limitation, any obligation to pay or repay any debt issued by the City, the Reinvestment Zone, or the Board of Directors of the Reinvestment Zone relating to the Reinvestment Zone or any costs associated with the operation of the Reinvestment Zone or any projects relating thereto. The County is not required to pay into the TIF the applicable portion of the tax increment that is attributable to delinquent taxes. j. Board of Directors. The Reinvestment Zone's Board of Directors (hereinafter referred to as "the Board ") was established as provided in Section 4 of Ordinance 2012 -366. Nine (9) of the eleven (11) member Board shall be appointed by the Denton City Council within sixty (60) days of the passage of the Ordinaace or within a reasonable time thereafter. All members appointed to the Board shall meet the eligibility requirements set forth in the Act. The terms of Board members shall be two -year terms. A Board member may serve no more than three (3) consecutive terms. At the first meeting of the Board, the Board members will draw lots to establish the staggering of terms with five (5) of the Board members serving an initial tern of one (1) year. The Denton City Council shall designate a member of the Board to serve as chairman of the Board, and the Board shall elect from its members a vice chairman and other officers as it sees fit. The Board shall make recommendations to the Denton City Council concerning the administration of the Reinvestment Zone. It shall prepare and adopt a project plan and Reinvestment Zone financing plan for the Reinvestment Zone and must submit such plans to the Denton City Council for its approval. The Board shall possess all powers necessary to prepare, implement and monitor such project plan and financing plan for the Reinvestment Zone as the Denton City Council considers advisable, including the submission of an annual report on the status of the Reinvestment Zone. Any powers not herein delegated to the Board are specifically reserved to the Denton City Council. k. Denton Independent School DistrictIDfSD" Representation. The DISD has chosen not to participate in the Reinvestment Zone and shall not have the right to appoint a voting member on the Board of the Reinvestment Zone. City of Denton — TIRZ 42 - Page 3 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement 1. County Representation. The County shall have the right to appoint and maintain one (1) voting member on the Board of the Reinvestment Zone at all times. m. City Representation. The City shall have the right to appoint and maintain nine (9) voting members on the Board of the Reinvestment Zone at all times. n. Other. Rayzor Investments, LLC, shall have the right to appoint and maintain one (1) voting member on the Board of the Reinvestment Zone at all times. Section 2. The City agrees that City bonds or tax increment bonds of the Reinvestment Zone will not be issued to finance projects contemplated in the Plan until (a) a final Plan has been prepared and adopted by the Board of the Reinvestment Zone and approved by the Denton City Council, and (b) the City has furnished documentation, evidence and assurances satisfactory to the Board of the Reinvestment Zone to the effect that funds necessary to support cash expenditures and the retirement of tax increment bonds will be available either from revenues of the TIF or from other funds provided by the City. Section 3. This Agreement shall become effective as of the date of the final signature hereto and shall remain in effect until the earlier of: (i) December 31, 2037, or (ii) the date on which the Plan has been fully implemented and all project costs, tax increment bonds, interest on such tax increment bonds and all other obligations, contractual or otherwise, payable from the TIF have been paid in full. Section 4. To the extent of their respective liabilities, the City and the County shall be responsible for the sole negligent acts of their officers, agents, employees or separate contractors. In the event of joint and concurrent negligence of both the City and the County, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without however, waiving any governmental immunity available to the City and the County under Texas law and without waiving any defenses of the parties under Texas law. Section 5. This Agreement shall be administered by the City Manager or his designee. Section 6. Whenever this Agreement requires or permits any consent, approval, notice, request, proposal, or demand from one party to another, the consent, approval, notice, request, proposal, or demand must be in writing to be effective and shall be delivered to the party intended to receive it at the addresses shown below or to such other addresses as the parties may request, in writing from time to time: If intended for the City of Denton, to: City Manager City of Denton, Texas 215 E. McKinney Denton, Texas 76201 City of Denton — TIRZ #2 - Page 4 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement If intended for Denton County, to: County Judge Denton County, Texas 110 West Hickory Street, 2 °d Floor Denton, Texas 76201 -4168 Section 7. This Agreement is made subject to the provisions of the Charter and Ordinances of the City, as amended; the policies of the County; the Texas Constitution, codes, and statutes; and all other applicable state and federal laws, regulations and requirements, as amended. Venue shall be exclusively in Denton County, Texas. Section 8. This Agreement embodies the complete understanding of the City and the County with respect to the subject matter hereof superceding all oral or written agreements between the parties relating to all matters herein. The Agreement may be amended, modified, or supplemented only by an instrument in writing executed by the City and the County. Section 9. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision herein shall not affect the validity or enforceability of any other provision. It is the intention of the parties that each provision herein shall be constraed in a manner designed to effectuate the purposes of such provision to the maximum extent enforceable under applicable law. Section 10. Failure of either party hereto to insist on the strict performance of any of the covenants or agreements .herein contained or to exercise any rights or remedies accruing hereunder upon default or failure of performance shall not be considered a waiver of the right to insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation hereunder or to exercise any right or remedy occurring as a result of any future default or failure of performance. Section 11. No party hereto waives or relinquishes any immunity or defense on behalf of itself, its trustees, officers, employees or agents as a result of its execution of this Agreement and performance of the covenants contained herein, Executed in triplicate this the Rh*day of fbr� 201, , by the City, signing by and through its City Manager, approved on S , 20 V, -,and on the 21 st day of December, 2012, by the County through its duly authorized officials by approval at a duly called and noticed County Commissioners meeting on December 21, 2012, CITY OF DENTON, TEXAS George Campbell, City Manager DEN'FON COUNTY, TEXAS Mary Horn, C i tty Judge City of Denton — TIRZ #2 - Page 5 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement ATTEST: ATTEST: VIIVr VtVs, City Secretary Denton County Clerk City of Denton — T1RZ #2 - Page 6 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit C - County Participation Agreement EXHIBIT A • Ordinance (see "Ordinance" tab) City of Denton — TIRZ #2 - Page 7 of 8 Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 EXHIBIT B Project Plan (see "Project Plan" tab) Finance Plan (see "Finance Plan" tab) City of Denton — TIRZ #2 - Page 8 of 8 Exhibit 2 -MMV Ordinance Project Ranger One 6/16/15 PROJECT PL — DENTON TIRZ NO. 2 O1 Prepared October 2012 Finalized May 2014 •. lows George R. Schrader Larry D. . 4800 Broadway, Ste A Addison, TX 75001 972 -661 -1973 sc clikswbell.net October Exhibit 2 - ffNWtQ Ordinance Project Ranger One 6/16/15 PROJECT PL — DENTON TIRZ NO.2 The City of Denton, Texas proposes to establish a Tax Increment Reinvestment Zone ( "TIRZ ") for the purpose of dedicating the increase in tax revenue generated within the TIRZ to provide funds for public infrastructure to encourage accelerated development in the largest industrially zoned area within the City. The TIRZ consists of approximately 800 acres and is more fully described in Project Plan Exhibit A. The City is creating this TIRZ to encourage accelerated development in this area of the City in an effort to stimulate new higher value, industrial development which would benefit and be incentivized from the proposed public infrastructure improvements. It is expected that the TIRZ will exist for twenty (25) years or the date when all project costs are paid, whichever comes first. As set forth in Section 311.011 of the Tax Increment Financing Act of the Texas Tax Code Ann., the Project Plan for Tax Increment Reinvestment Zone No. 2, Denton, Texas must and does include the following elements: showing proposed improvements to and proposed use of the property. • The boundaries of the TIRZ are shown on the map labeled Project Plan Exhibit: B; • Project Plan Exhibit: C shows existing land use within the TIRZ. Currently, the area is an industrial park that is generally undeveloped. Residential and multi- family development are not included in the list of eligible projects and TIRZ funds will not be used to reimburse the costs associated with any residential or multi- family development. ■ Project Plan Exhibit: DI lists and defines the public improvements being proposed for the TIRZ; ■ Project Plan Exhibit: D2 illustrates the major public improvements being proposed in the TIRZ. ■ Project Plan Exhibit: E shows anticipated Future Land Use within the TIRZ. Exhibit 2 - EVhM(Q Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 2. Proposed changes of zoning ordinances, the master plan of the municipality, building codes, and other municipal ordinances. ■ Any changes to codes, ordinances, or master plan as a result of the creation of the TIRZ will be made through the standard process and procedures of the City. 3. A list of estimated non- project costs. ■ Non - project costs within the TIRZ are those infrastructure costs not paid for by the TIRZ. These costs will include, but are not limited to streets, utilities and drainage associated with residential and multi- family development. 4. A statement of a method of relocating persons to be displaced as a result of implementing the plan. ■ Although not anticipated, in the process of developing the TIRZ, any relocation will be made through the standard process and procedures of the City. 2 Exhibit 2 - 4obttvj Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 I: =!M '! 1 rY1TO I M 1 THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and the south right -of -way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21 a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; 3 Exhibit 2 -RVbdttQ Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right - of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast corner and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalski, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; 4 Exhibit 2 - VoMte Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd. to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned. Exhibit 2 — 8Wbjf4Dj Ordinance Project Ranger One 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 I*111 I aY TIRZ Boundary Exhibit B: r This map is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet 0 Exhibit 2 -000Q Ordinance Project Ranger One 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 EXHIBIT C Existing Land Use This map is a graphic representation prepared by the City of Denton and Is Intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 0 412.5825 1,650 2,475 3,300 Feet Commercial Vacant Lot 4. j Real Farmhouse DENTO 7 Exhibit 2 {b1r4Dj Ordinance Project Ranger One 6/16/15 PROJECT PLAN — DENTON TIRZ NO.2 I" . �; 1 Project P , PROJECT ESTIMATED COST Street Improvements and Traffic Signals $6,000,000 Utility / Drainage Improvements $5,000,000 Landscaping, Irrigation, and Entry $500,000 Monuments Engineering /Architecture and other soft $1,500,000 costs Support for Industrial Projects $1,275,430 TOTAL $14,275,430 Project Definitions Street Improvements and Traffic Signals: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of Transportation. Utilities and Drainage: includes the extension of water and wastewater lines along the right -of- ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Landscging, Irrigation, and Entry Monuments: includes all landscaping and irrigation required to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd. Engineering/Architecture, and other soft costs: professional services necessary to cause and support all described infrastructure improvements. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. Exhibit 2 - [�~a Ordinance Project Ranger One 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 IWq 00 8 11' Project Plan Prcqects Exhibit • Projects This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted, For Survey level accuracy, supervision and certification of the produced data by a Registered Professional Land Surveyor for the Skate of Texas would need to be performed Exhibit 2 - VW(ay Ordinance Project Ranger One 6/16/15 PROJECT PLAN - DENTON TIRZ NO.2 Future Land Use EXHIBIT E This map Is a graphic representation prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy. supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 10 Exhibit 2 -gqp Ordinance Project Ranger One 6/16/15 Prepared October 1 Finalized May 2014 IIIIII 11101111111P ---lip George . Schrader Larry D. Cline 4800 Broadway, Ste A Addison, TX 75001 972 -661 -1973 sc clikswbell.net Exhibit 2 - EWObtro Ordinance Project Ranger One 6/16/15 October I The Financing Plan provides information on the projected monetary impact that the formation of the Tax Increment Reinvestment Zone (TIRZ) could have on the property described in Finance Plan Exhibit: A and shown in Finance Plan Exhibit: B. It will also describe how that impact can be utilized to enhance the area and region through leveraging the resources of each entity that participates in the project. Below is a summary of the Financing Plan items required by law. 1. The proposed public improvements in the TIRZ may include: • Capital costs, including the actual costs of the construction of public works, public improvements, new buildings, structures, and fixtures; and the actual costs of the acquisition of land and the clearing and grading of land; • Financing costs, including all interest paid to holders of evidences of indebtedness or other obligations issued to pay for project costs and any premium paid over the principal amount of the obligations because of the redemption of the obligations before maturity; • Any real property assembly costs; • Professional service costs, including those incurred for architectural, planning, engineering, and legal advise and services; • Any relocation costs; • Organizational costs, including costs of conducting environmental impact studies or other studies, the cost of publicizing the creation of the TIRZ, and the cost of implementing the project plan for the TIRZ; • Interest before and during construction and for one year after completion of construction, whether or not capitalized; • The amount of any contributions made by the municipality from general revenue for the implementation of the project plan; • Imputed administrative costs, including reasonable charges for the time spent by employees of the municipality in connection with the implementation of a project plan; • The cost of operating the TIRZ and project facilities; and • Payments made at the discretion of the governing body of the municipality that the municipality finds necessary or convenient to the creation of the TIRZ or to the implementation of the project plans for the TIRZ. Exhibit 2 -Mbtt4 Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENTON TIRZ NO. 2 J Igirgalwil IIIIIIIII III I III I I I r. mum= are included in Finance Plan Exhibit: C 2. Estimated Project Cost of TIRZ, including administrative expenses. • Project costs are estimated at approximately $14.28 million dollars. Specific cost estimates are included in Finance Plan Exhibit: C. 3. Economic Feasibility Study. • An economic feasibility analysis has been completed and is included as Finance Plan Exhibit: D. 4. The estimated amount of bonded indebtedness to be incurred. Initial project costs are to be advanced by a Developer. The City of Denton may consider issuing bonds when tax increment funds exceed the amount necessary to support debt service to reimburse the Developer. 5. The time when related costs or monetary obligations are to be incurred. • Please refer to Finance Plan Exhibit: C for details regarding the type of improvement costs anticipated. The Developer intends to begin construction of the projects in 2014, with a completion date of 2015. Annual TIRZ reimbursement payments will be provided to the Developer once the minimum improvements are completed. 6. A description of the methods of financing all estimated project costs and the expected sources of revenue to finance or pay project costs including the percentage of tax increment to be derived from the property taxes of each taxing unit on real property in the TIRZ. • Project costs will be financed through loans advanced by developers or by the use of tax increment funds received on a pay-as-you-go basis. No new debt is envisioned at the beginning of the TIRZ term, but bonds may be issued at a later date when adequate tax increment has been created to the support debt service. The revenue sources will be the real property taxes captured by the TIRZ, which will account for 100% of revenues used to fund project costs or bond debt service. For the Financial Plan, the City and Denton County will participate at a rate of 40% for twenty-five (25) years. 7. The current total assessed value of taxable real property in the TIRZ. • The current assessed base value of the taxable real property in the TIRZ using the 2012 certified values provided by the Denton Central Appraisal District is $ 119,458. (*NOTE: this value represents an Ag Exemption) 8. The estimated assessed value of the improvements in the TIRZ during each year of its existence. • The estimated assessed value of the improvements in the TIRZ per year is listed in the following FINANCE PLAN TABLE 1. Exhibit 2 -H9a bita Ordinance Project Ranger One 6/16/15 FINANCE PLAN - DENTON TIRZ NO. Assessed Real Property Including Anticipated New Development Years 0 TOTAL TOTAL TOTAL DEVELOP - ANNUAL CUMULATIVE ROLLBAC CUMULATIVE YEAR MENT LAND VALUATION VALUATION$ K AND $M $M $M ROLLBACK $M 2012 2013 $0.72 $0.72 $0.72 $1.44 $2.16 2014 $11.59 $0.72 $12.31 $13.03 $2.16 $14.47 2015 $11.59 $0.72 $12.31 $25.34 $2.88 $27.50 2016 $11.59 $0.72 $12.31 $37.65 $3.60 $40.53 2017 $11.59 $0.72 $12.31 $49.96 $3.60 $53.56 2018 $11.59 $0.72, $12.31 $62.27 $3.60 $65.87 2019 $11.59 $0.72 $12.31 $74.58 $3.60 $78.18 2020 $11.59 - $0.72 $12.31 $86.89 $3.60 $90.49 2021 $11.59 $0.72 $12.31 $99.20 $3.60 $102.80 2022 $11.59 $0.72 $12.31 $111.51 $3.60 $115.11 2023 $11.59 $0.72 $12.31 1 $123.82 $3.60 $127.42 2024 $11.59 $0.72 $12.31 $136.13 $3.60 $139.73 2025 $11.59 $0.72 $12.31 $148.44 $3.60 $152.04 2026 $11.59 $0.72 $12.31 $160.75 $3.60 $164.35 2027 $11.59 $0.72 $12.31 $173.06 $3.60 $176.66 2028 $11.59 $0.72 $12.31 $185.37 $3.60 $188.97 2029 $11.59 $0.72 $12.31 $197.68 $3.60 $201.28 2030 $11.59 $0.72 $12.31 $209.99 $3.60 $213.59 2031 $11.59 $0.72 $12.31 $222.30 $3.60 $225.90 2032 $11.59 $0.72 $12.31 $234.61 $3.60 $238.21 2033 $11.59 $0.72 $12.31 $246.92 $3.60 $250.52 2034 $11.59 $0.72 $12.31 $259.23 $3.60 $262.83 2035 $11.59 $0.72 $12.31 $271.54 $3.60 $275.14 2036 $11.59 $0.72 $12.31 $283.85 $3.60 $287.45 TOTAL $266,570,000 $17,280,000 $283,850,000 $82,080,000 Exhibit 2 b1rQ1 Ordinance Project Ranger One 6/16/15 FINANCE PLAN - DENTON TIRZ NO.2 The estimated annual incremental funds available from future development in the TIRZ are listed in the following table. TABLE 2 Annual Incremental Funds Provided for TIRZ No. 2 Years 2012 -2037 CITY COUNTY TOTAL TIRZ CUMULATIVE YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ CONTRIBUTIONS $K $K $K $K 2012 _2013 2014 __ .. ���.ee . . . ...w��$5.97���...a- ..... $0.82 $6.79 $6.79 2015 $41.92 $14.75 $56.67 $63.46 2016 $77.87 $28.68 $106.55 $170.01 2017 $113.81 $42.60 $156.41 $326.42 2018 $147.78 $56.53 $204.31 $530.73 2019 $181.74 $70.46 $252.20 $782.93 2020 $215.70 $84.39 $300.09 $1,083.02 2021 $260.52 $108.74 $369.26 $1,452.28 2022 _ $295.96 $124.15 $420.11-1- JNF$1,872.39 2023 $331.40 $139.55 $470.95 $2,343.34 2024 $366.84 $154.96 $521.80 $2,865.14 2025 $402.28 $170.36 $572.64 $3,437.78 2026 $437.72 $185.77 $623.49 $4,061.27 2027 $473.16 $201.17 $674.33 $4,735.60 2028 ww....... $508.60 wwww. $216.58 $725.18 $5,460.78 2029 $544.04 $231.98 $776.02 $6,236.80 2030 $579.48 $247.39 $826.87 $7,063.67 2031 $614.92 $262.79 $877.71 $7,941.38 2032 $650.36 $278.20 $928.56 $8,869.94 2033 $685.80 $293.61 $979.41 $9,849.35 2034 _ _. ................ ..............................$ 721.24 .,...................__....... $309.01 $1,030.25 $10,879.60 2035 $756.68 $324.42 $1,081.10 $11,960.70 2036 $792.12 $339.82 $1,131.94 $13,092.64 2037 $827.56 $355.23 $12182.79 $14,275.43 TOTAL $10,033,470 $4,241,960 $14,275,443O 2012 TIRZ CONTRIBUTION TAX RATE / $100 VALUATION Tax Rate / Years 1 - 10 Years 11 -25 $100 Valuation City of Denton $0.6897500 $0.2759000 $0.2879000 Denton Countv $0.2828670 $0.1131468 $0.1251468 Exhibit 2 -EkMbtt4 Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENT ON TIRZ NO. 2 The TIRZ was created in 2012. The TIRZ will exist for twenty-five (25) years with termination of the TIRZ set as 2036 or the date when all project costs are paid and any debt is retired, whichever comes first. 0 Exhibit 2 -L$ "Mte Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 Boundary Description .. # ►8 BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right -of -way line of Airport Road, the POINT OF BEGINNING; THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport); THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) to its southwest corner and the east right -of -way of Sabre Road; THENCE, northwesterly along the east right -of -way of Sabre Road and the westerly boundary of the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the northwest corner of the 66.946 acre T. Toby, Tract 2; THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of the 148.5803 acre J. Scott, Tract 1; THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and the south right -of -way of Jim Christal Road; THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and the west right -of -way of Western Blvd.; THENCE, due east across Western Blvd. to its east right -of -way and the northwest corner of the 20.7207 acre J. Bacon, Tract 1; THENCE, east along the south right -of -way of Jim Christal Road and the north boundaries of the 20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15 -17; THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15 -17, the 39.999 acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21 a to the northwest corner of the 10 acre B.b.b, Tract 21 a; THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21 a to its southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18; THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the west boundary of the 43.3069 acre B.b.b, Tract 12 -14; THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12 -14 and the 19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right -of -way of US Highway 380; THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right -of -way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11; 7 Exhibit 2 EWMIrgly Ordinance Project Ranger One 6/16/15 FINANCE PL — DENTON TIRZ NO.2 THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069 acre B.b.b, Tract 12 -14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract 12 -14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18; THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the 24.9953 acre B.b.b., Tract 15 -17; THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15 -17 to its southeast corner and the north right -of -way of Jim Christal Road; THENCE, easterly along the north right -of -way of Jim Christal Road to the northwest corner of the 16.3051 acre J. Perry, Tract la; THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre J. Perry, Tract 1 a to its northeast corner; Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the 18.3427 acre E. Puchalshi, Tract 295; THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast corner; THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295 and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E. Puchalski, Tract 296; THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529; THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to its northeast corner; Thence, southwesterly along the east boundary and west along the south boundary of the north part of the 31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right -of -way of Precision Road; THENCE, west across Precision Road to its west right -of -way and the southeast corner of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3; THENCE, south and west along the east and south boundary of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange, Block 1, Lot 1 (City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a; 8 Exhibit 2 Ftr ®y Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southeast corner and the north right -of -way of Airport Road; THENCE, west along the north right -of -way of Airport Road and the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right -of -way of Western Blvd.; THENCE, west across Western Blvd. to its west right -of -way and the southeast corner of the 66.946 acre T. Toby, Tract 2; THENCE, west along the north right -of -way of Airport Road and the south boundaries of the 66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3 (Denton Municipal Airport) and the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING. TRACT No. 2 The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529. TRACT No.1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately 48.5 acres are municipally owned.. W Exhibit 2 EAhilsillr&y Ordinance Project Ranger One 6/16/15 FINANCE PLAN - DENTON TIRZ NO. EXHIBIT Property oary Map Exhibit B: Westpark TIRZ This map is a graphic representatlon prepared by the City of Denton and is intended for use only as a reference. Data depicted is not guaranteed for accuracy and may be subject to revision at any time without notification. A Registered Surveyor for the State of Texas was not consulted. For Survey level accuracy. supervision and certification of the produced data by a Registered Professional Land Surveyor for the State of Texas would need to be performed. 10 Exhibit 2 E~Sy Ordinance Project Ranger One 6/16/15 FINANCE PLAN — DENTON TIRZ NO.2 I *14 1 i : Ii�[I �7 Project l PROJECT ESTIMATED COST Street Improvements and Traffic Signals $6,000,000 Utility / Drainage Improvements $5,000,000 Landscaping, Irrigation, and Entry $500,000 Monuments Engineering /Architecture and other soft $1,500,000 costs Support for Industrial Projects $1,275,430 ........... TOTAL — — — --------- .. $14,275,430 Street Improvements and Traffic Signals: includes the construction and reconstruction of paving improvements capable of handling heavy truck traffic and that provide common turning radius for semi trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and collector streets that will provide improved access within the industrial park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of Transportation. Utilities and Drainage: includes the extension of water and wastewater lines along the right -of -ways of the streets within the District. Water and wastewater lines will be built to adequately accommodate the District at build -out and its anticipated industrial users. A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be built to accommodate the maximum use of the land and comply with the drainage standards in the Denton Development Code. Landscaping Irrigation, and Entry Monuments: includes all landscaping and irrigation required to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd. Engineering/Architecture, _ and other soft costs: professional services necessary to cause and support all described infrastructure improvements. Industrial Projects: may include grants, loans and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that stimulate economic development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to offer grants and loans of public funds to stimulate economic development. 11 Exhibit 2 EYM%str®y Ordinance Project Ranger One 6/16/15 Finalized Prepared October 2012 May 2014 George R. Schrader Larry D. Cline 1`1 ; I. ,r I I r I 1 11 Exhibit 2 EVMArW Ordinance Project Ranger One 6/16/15 INDEX Page Index 1 Forward 2 Section I: HISTORY 3 Section II: CURRENT CONDITION / SITUATION 4 Section III: TAX INCREMENT ANALYSIS 6 Section IV: TABLES 1 11 TABLE I — Development Valuation Increase 12 TABLE 2 — Land Valuation Increase 13 TABLE 3 — Business Personal Property Valuation Increase 14 TABLE 4 — Rollback Valuation Increase 15 TABLE 5 — Total Increase TIRZ Valuation 16 TABLE 6 — City of Denton Revenues/Contributions 17 TABLE 7 — Denton County Revenues/Contributions 18 TABLE 8 — TIRZ Funding from City and County 19 Exhibit 2 EMWIDy Ordinance Project Ranger One 6/16/15 rL' : i) Section I summarizes the history of Denton. Section II is a brief discussion of the current condition/situation. Section III details the tax increment analysis. Section IV contains Tables. The following projections of development and tax revenues are subject to change. As underlying conditions in the national and regional economy change, the pace and value of new development projected for the TIRZ area may shift. Future property tax rates are particularly difficult to predict given their dependence on changes in the tax base, the mix of taxes levied and the various jurisdictions' overall fiscal and budgetary policies. Thus, the projected tax increments are subject to change. The analysis of future tax increment funds is dependent on a series of projections, assumptions, and other inputs. As a result, the report should be reviewed in totality. Neither this report nor its conclusions may be referred to or included in any prospectus or part of any offering made in connection with private syndication of equity, sale of bonds, sale of securities or sale of participation interests to the public without express written approval. 4 Exhibit 2 $ bttJij Ordinance Project Ranger One 6/16/15 SECTIONI.- HISTORY Denton, the county seat of Denton County, is located on IH 35, less than forty miles north of Dallas and Fort Worth. Because of its proximity, Denton has become closely associated with the Dallas - Fort Worth metropolitan area. The City was founded in 1857 in order to become the county seat, because it was located near the center of the County. Although established in 1857, and with a courthouse built on the north side of the square, it was not until 1866 that Denton was incorporated. In its early years, Denton grew slowly, but that changed with completion of the Texas and Pacific Railway and the Missouri, Kansas and Texas Railway through Denton in 1881. With only north and south rail connections, however, the town did not develop as a manufacturing and wholesale center. The next spur to Denton's growth came in 1890 with the opening of North Texas Normal College (now the University of North Texas) and in 1903 with the opening of the Girls Industrial College (now Texas Woman's University). With these developments as catalysts, the City grew from a population of 1,194 in 1880 to 2,558 in 1890 and subsequently, over time, to a population of 26,844 in 1960 and to 48,063 in 1980. Proximity to Dallas and Fort Worth, with good interstate highway connections, played a major role in this growth. Steady and at times rapid growth of enrollment at the two universities was important also. Additionally, after 1974 the City added many new residents as a result of the opening of Dallas - Fort Worth International Airport, which is closer to Denton than to many parts of Dallas and Fort Worth. Many airline employees and executives who traveled for major companies took up residence in Denton. The City of Denton has also benefitted from the continued rapid growth of the metropolitan area and as this growth has moved northward, the City has grown in population from 80,537 in 2000 to 113,383 in 2010 to a 2011estimated 117,187, according to the U.S. Census Bureau. Denton ranked seventh among the fastest growing cities in the nation for populations over 100,000 persons in 2011. 9 Exhibit 2 - EAdleM4 Ordinance Project Ranger One 6/16/15 While Denton's industrially zoned area has grown along with its population, the area has reached a point where future industrial growth is limited. One of the primary reasons for the limitation is the lack of infrastructure. Although there are several hundred acres available for development, the lack of adequate roads, water, sewer and drainage improvements creates a situation where development costs are too high for most projects. The City of Denton has the potential, the need and the desire to undergo a successful development of its industrial area. To begin the effort, the City constructed a section of a road connecting two major highways and bisecting the industrially zoned property in 2010. However, funds were not sufficient to build the road at full capacity or to provide water, sewer and drainage improvements. The major property owner of over 800 acres in the City's industrially zoned property approached the City suggesting a public /private partnership to spur development. The property owner indicated a willingness to construct the necessary infrastructure improvements which would provide assistance and stimulus for new development in this area. In return, the property owner requested the City of Denton and Denton County consider the creation of a Tax Increment Reinvestment Zone (TIRZ) to provide an opportunity for the property owner to recoup some or all of the investment. The proposal was submitted to the Economic Development Partnership Board (EDPB), who reviewed it in detail. On August 7, 2012, the EDPB made a formal recommendation to the City Council that the City and Denton County consider participation in a TIRZ to enhance the City's ability to grow its corporate and industrial base. The EDPB recommended a twenty -five year term for the TIRZ with participation by the City and County at 40 %. Based on the EDPB recommendation, the City of Denton is proposing creation of a TIRZ for the industrially zoned area. The "defined area" of approximately 800 acres is all under the ownership of one entity. New private development and redevelopment expected to occur as a result of public improvements funded by the TIRZ will increase property values and tax income as well as bolster Business Personal 4 Exhibit 2 - 91te Ordinance Project Ranger One 6/16/15 Property (BPP) value and its related tax income for all taxing jurisdictions. TIRZ has been used in many other cities and is a proven method to stimulate private development and redevelopment growth sooner, rather than later, and in many cases will stimulate growth in value which might never occur without public improvements funded by the TIRZ. Exhibit 2 -ENIMtq Ordinance Project Ranger One 6/16/15 SECTIONIII.- TAXINCI?EMENTANALYSIS This section documents the detailed analysis and inputs used to generate the tax increment revenue estimates. Tax Increment Financing involves: ■ Designating an eligible redevelopment area as a Tax Increment Reinvestment Zone; ■ Soliciting participation of other taxing jurisdictions; ■ Setting the assessment base at the level of the most recent assessment; and ■ Placing tax revenues generated by the increase in assessed value in a tax increment fund for funding public improvements. Thus, future tax increment revenues depend on four elements: ■ The timing and added value of new development; ■ Appreciation of existing land and improvements; ■ The loss of value from any existing improvements demolished to make way for new development; and ■ Future tax rates and the percentage of participation of each taxing jurisdiction. Assessment policies typically set building assessments at 100 percent of fair market value, which are generally comparable to construction costs for new construction. Assessed values are established as of January I of the tax year. Thus, development in 2012 goes on the tax rolls for the Tax Year 2013. In this analysis, to be conservative, no increase in value on redevelopment or new development after completion has been included. In addition, only a portion of the taxes from increases in real property values for the City of Denton and Denton County are directed to the TIRZ Fund. Taxes from the remaining portion on real and all business personal property values will flow to the City and County. All taxes from increases in real property values will flow to the other taxing jurisdiction (Denton Independent School District). Sales tax income generated from the area will flow to the City of Denton. The land valuation within the TIRZ boundary has continued to decrease in valuation over the past five years. The total assessed land valuation in 2007 was $69,790 and in 2012 is $65,370, a decrease of $4,420. M Exhibit 2 - *Wp Ordinance Project Ranger One 6/16/15 The property contains one single family dwelling currently valued at $54,366, which brings the total 2012 taxable value of the property within the TIRZ boundary to $119,458. For the purposes of this tax increment analysis, the initial tax base for the Tax Increment Fund is assumed to be $119,458. Taxes on the amount of base tax value will continue to flow to all taxing jurisdictions during the 25 -year life of the TIRZ. The increase in value as a result of development within the TIRZ boundary is expected to be created in four different categories: 1. Development /real improvements expected to occur within the TIRZ boundary; 2. Business personal property_ associated with new development; 3. Land value increases expected as properties are sold and removed from the current Ag Exemption; 4. Rollback taxes - one -time revenue paid as property is removed from the current Ag Exemption. Each of these will be discussed in more detail in the following sections. Development/Real Improvements With the stimulus provided by the planned infrastructure improvements and recent development created surrounding this TIRZ, this analysis assumed that a level of development within the TIRZ at build -out would equal $289,629,330 and would take approximately 25 years to complete. to multi - family construction, which is not an eligible use for proposed TIRZ participation. 7 ESTIMATED VALUE PER SITE USE ACRES VALUATION BLDG SQ FT SQUARE FEET Industrial 236.18 4,116,200 $30.00 $123,456,000 Rail Served 180.72 3,148,865 $30.00 $94,465,950 Mixed Use* 219.49 2,390,246 $100.00 $71,707,380* TOTALS 636.39 9,654,312 $289,629,330 *Mixed Use Sites valuation reflects 30% of total valuation created. assuminiz 70% of mixed use development is dedicated to multi - family construction, which is not an eligible use for proposed TIRZ participation. 7 Exhibit 2 - E$Mbttg Ordinance Project Ranger One 6/16/15 To arrive at an annual increase in valuation due to new development, this feasibility plan assumes that 1/251h of this valuation, or $11,585,173, will be added each year. The value created over the life of the TIRZ by new development is shown in attached Table 1. Land Valuation Increase Currently, all of the land within the TIRZ boundary has an Ag Exemption. At the time it is sold for development, the exemption will be removed and the valuation will reflect the market value of the land. In order to determine the estimated land valuation to be created in the TIRZ, City staff compiled an average acre value from the surrounding businesses to arrive at a value of $37,519 per acre. With an estimated 19.31 acres being developed each year, Table 2 shows the impact of adding $724,492 in new value each year. Business Personal Property In order to determine the estimated business personal property value to be captured within this industrial TIRZ, City staff compiled an average of five existing companies (two manufacturers and three warehouse /distribution centers) and determined that business personal property for these companies is 191% more than the real property values (land and improvements). A more conservative percentage of 150% has been applied to the value created by the industrial and rail served sites, and only 50% to the commercial value created within the mixed use area. Revenues from business personal property valuation will not be included in the TIRZ funding. However, it is included in this feasibility plan as this revenue will flow to the taxing entities at 100 percent. The value created over the life of the TIRZ by business personal property is shown in attached Table 3. Rollback Tax Revenue As stated in the previous section, the entire TIRZ area receives an Ag Exemption on the undeveloped land. The owner's cattle are grazing the pasture land. As property is developed, the pasture land will assume its market valuation under industrial zoning, and the new owner will be required to pay the difference between the property tax paid under the Ag Exemption and the higher market valuation for the previous five years. The TIRZ will receive property tax revenue for the rollback taxes for the years that the property has been included in the TIRZ. Rollback tax revenue for years prior to the creation of the TIRZ will belong to the taxing entities at 100 %. Rollback tax revenue is based on the annual land valuation (Table 2) less an 8 Exhibit 2 ZMWW4 Ordinance Project Ranger One 6/16/15 average value per acre under the Ag Exemption of $4,778 for a total estimated annual rollback of $719,714. Rollback taxes are a one -time payment, therefore cumulative valuation is not calculated. The value created over the life of the TIRZ by rollback tax revenue is shown in attached Table 4. Forecast The forecast of increased value created within the TIRZ boundary during the next 25 years from these four categories is shown in Table 5. Revenue to the City of Denton and the City's contribution to the TIRZ over the life of the TIRZ are detailed in attached Table 6. Revenue to Denton County and the County's contribution to the TIRZ over the life of the TIRZ are detailed in attached Table 7. Revenues to the TIRZ Fund over the life of the TIRZ and based on the values shown in attached Table 5 are provided in Table 8. Below is a summary of all revenues: Revenue to Real and BPP Revenue to Real and BPP Revenue to Total Revenue TIRZ Fund City of Denton after TIRZ Denton County after TIRZ Generated Contribution Contribution $14,275,430 $43,926,530 $18,862,910 $77,648,870 The increase in the property tax rate for the City of Denton over the past five years totals $0.023 per $100 valuation. The tax rate for Denton County has increased by $0.047 over the past five years. This study conservatively increases the 2012 tax rates for both the City and County by $0.03 in the eleventh year of the TIRZ. The public infrastructure projects planned to stimulate the higher values created by the TIRZ are shown in Project Plan Exhibit D. L6 2012 Tax Rate % of Tax Jurisdiction Years $ /$100 Value Rate City of Denton 1 -10 0.6897500 40 11 -25 0.7197500 40 Denton County 1 -10 0.2828670 40 11 -25 0.3128670 40 The public infrastructure projects planned to stimulate the higher values created by the TIRZ are shown in Project Plan Exhibit D. L6 Exhibit 2 -EMWto Ordinance Project Ranger One 6/16/15 10 Exhibit 2 -UWt4 Ordinance Project Ranger One 6/16/15 I a 1UTA ably 101 WIN W101011 M01 Assumptions Development Based on build-out of 100% of Industrial and Rail-Served sites plus 30% of Mixed- use site build-out projections equaling $289,629,330. Assumes 25 year build-out with 1/25t' ($11.59M) allocated each of the 25 years of the TIRZ. ffil INCREASE FROM CUMUL-ATIVE DEVELOPMENT $M INCREASE SM $34.77 $46.36 $11.5 • • $11.59 $69.54 $11.59 $81.13 $127.49 $139.08 $150.67 $162.26 31 _$173.85 .11 W .3 $197.03 .31W $208.62 $11.59 $220.21 $11.59 $231.80 2034 $11.59 $243.39 2035 $254.98 2036 $11.59 =10121= $266,570,000 Assumptions Development Based on build-out of 100% of Industrial and Rail-Served sites plus 30% of Mixed- use site build-out projections equaling $289,629,330. Assumes 25 year build-out with 1/25t' ($11.59M) allocated each of the 25 years of the TIRZ. ffil Exhibit 2 -ENM*q Ordinance Project Ranger One 6/16/15 6111 !] Ili ]POWN11110116M YEAR INCREASE FROM DEVELOPMENT $M CUMULATIVE INC REASE $M 2012 2013 $32 $32 2014 2015 2016 $32 $32 —i72 —$1.44 $2.16:1 $2.88 2017 $32 $3.60 2018 $32 $4.32 2019 2020 $32 $32 —$5.04 $5.76 2021 $32 $6.48 2022 2023 $32 i 7-2 $7.20 $7.92 2024 $32 $8.64 2025 2026 $32 $32 $9.36 $10.08 2027 $32 $10.80 2028 $32 $11.52 2029 2030 $32 $32 $12.24 $12.96 2031 $32 $13.68 2032 2033 2034 $32 $32 $32 $14.40 $15.12 $15.84 2035 $32 $16.56 2036 TOTALJ $32 $17,280,000 $17.28 Land Valuation Increase in Land value is based on the average land value of $37,519 per acre of five existing industries immediately adjacent to TIRZ. Table 2 assumes land to be developed 19.31 acres per year. Only includes 482.75 of the 636 developable acres. Land value not applied to land not developable due to flood plain or other issues. w Exhibit 2 -E92NW4 Ordinance Project Ranger One 6/16/15 I 1XV1,18 N1 -1p] 01 W I YEAR INCREASE FROM CUMULATIVE DEVELOPMENT $M INCREASE $M 2012 2013 2014 $14.56 $14.56 2015 $14.56 $29.12 2016 $14.56 $43.68 2017 $14.56 $58.24 2018 $14.56 $72.80 2019 $14.56 $87.36 2020 $14.56 $101.92 2021 $14.56 $116.48 2022 $14.56 $131.04 2023 $14.56 $145.60 2024 $14.56 $160.16 2025 $14.56 $174.72 2026 $14.56 $189.28 2027 m $14.56 $203.84 2028 $14.56 $218.40 2029 $14.56 $232.96 2030 $14.56 $247.52 2031 $14.56 $262.08 2032 $14.56 $276.64 2033 $14.56 $291.20 2034 $14.56 $305.76 2035 $14.56 $320.32 2036 $14.56 $334.88 TOTAL 880,000 BPP Valuation Business Personal Property (BPP) projections based on average of taxable BPP (BPP less Freeport Exemptions) of five existing industries in immediate area of TIRZ. Actual existing BPP equals 191% of real value. Conservative BPP projections of 150% on Industrial and Rail- served sites and 50% on Mixed-use commercial sites used in Feasibility Plan. 13 Exhibit 2 -MMW4 Ordinance Project Ranger One 6/16/15 I I NO H 0 -0 EA I 0 D L 01 Assumptions Rollback Value Rollback value is based on one-time assessment of land removed from Ag Exemption of $719,714. Rollback assessment equals Land Value in Table 2 of $724,492 ($37,519/acre x 19.31 acres) less Ag Value currently assessed $4,778. Example - Rollback paid on 2009, 2010, 2011, 2012 and 2013. Revenues from 2012 and Land sold in 2013: 2013 allocated to TIRZ; 2009, 2010, & 2011 revenues only to taxing entities. TIRZ fund benefits from Rollback for those years the TIRZ has been established. 14 ROLLBACK YEAR VALUE 2012 2013 $1.44 2014 $2.16 2015 $2.88 ryryryryryryryry2016 $3.60 2017 $3.60 2018 $3.60 2019 $3.60 2020 $3.60 2021 $3.60 2022 $3.60 2023 $3.60 2024 $3.60 2025 $3.60 2026 $3.60 2027 $3.60 2028 $3.60 2029 $3.60 2030 $3.60 2031 $3.60 2032 $3.60 2033 $3.60 2034 $3.60 2035 $3.60 2036 $3.60 TOTAL ---- — $82,089,000] Assumptions Rollback Value Rollback value is based on one-time assessment of land removed from Ag Exemption of $719,714. Rollback assessment equals Land Value in Table 2 of $724,492 ($37,519/acre x 19.31 acres) less Ag Value currently assessed $4,778. Example - Rollback paid on 2009, 2010, 2011, 2012 and 2013. Revenues from 2012 and Land sold in 2013: 2013 allocated to TIRZ; 2009, 2010, & 2011 revenues only to taxing entities. TIRZ fund benefits from Rollback for those years the TIRZ has been established. 14 Exhibit 2 -EN Wit4 Ordinance Project Ranger One 6/16/15 CITY OF DENTON TAX W, TOTAL TOTAL TOTAL YEAR DEVELOP- LAND ANNUAL CUMULATIVE ROLLBACK CUMULATIVE MENT VALUATION VALUATION AND ROLLBACK 2012 2013 $0.72 $0.72 $0.72 $1.44 $2.16 2014 -- $11.59 $0.72 $12.31 $13.03 $2.16 $14.47 2015 $11.59 $0.72 $12.31 $25.34 $2.88 $27.50 2016 $11.59 $0.72 $12.31 $37.65 $3.60 $40.53 2017 $11.59 $0.772'-$12.31 $49.96 $3.60 $53.56 2018 $11.59 $0.72 $12.31 $62.27 $3.60 - $65.87 2019 $11.59 $0.72 $12.31 $74.58 $3.60 $78.18 2020 $11.59 $0.72 $12.31 $86.89 $3.60 - $90.49 2021 $11.59 $0.72 - $12.31 $99.20 $3.60 $102.80 2022 $11.59 $0.72 $12.31 $111.51 $3.60 $115.11 2023 $11.59 $0.72 $12.31 $123.82 $3.60 $127.42 2024 $11.59 $0.72 $12.31 $136.13 $3.60 $139.73 2025 $11.59 $0.72 $12.31 $148.44 $3.60 $152.04 2026 $11.59 $0.72 3 $12.31 $160.75 $3.60 $164.35 2027 $11.59 $0.72 $12.31 $173.06 . ..... $3.60 $176.66 2028 $11.59 $0.72 $12.31 $185.37 $3.60 $188.97 2029 $11.59 $0.72 $12.31 $197.68 $3.60 $201.28 2030 $11.59 $0.72 $12.31 $209.99 $3.60 $213.59 2031 -1.5 9 $0.72 $12.31 $222.30 $3.60 $225.90 2032 $11.59 $0.72 $12.31 $3.60 $238.21 2033 $11.59 $0.72 ---$234.61 $12.31 $246.92 $3.60 $250.52 2034 $11.59 $0.72 $12.31 $259.23 $3.60 $262.83 2035 $11.59 $0.72 $12.31 $271.54 $3.60 $275.14 2036 $11.59 $0.72 $12.31 $283.85 $3.60 $287.45 TOTAL 266570,000 $17,280,000 I $283,950,00q _L $82,080,000 I W, Exhibit 2 -EAW4 Ordinance Project Ranger One 6/16/15 0 16 CITY REVENUE CITY TIRZ CONTRIBUTION YEAR REVENUE $K CUMULATIVE CONTRIBUTION CUMULATIVE CONTRIBUTION REVENUE $K $K $K 2012 2013 2014 $23.85 $23.85 $5.97 $5.97 1 2015 $173.29 $197.14 $41.92 $47.89 2016 $322.72 $519.86 $77.87 $125.76 2017 $472.16 $992.02 $113.81 $239.57 2018 $623.58 $1,615.60 $147.78 $387.35 2019 $775.00 $2,390.60 $181.74 $569.09 2020 $926.43 $3317.03 $215.70 $784.79 2021 $1,124.73 $4,441.76 $260.52 $1,045.31 2022 $1,282.74 $5,724.50 $295.96 $1,341.27 2023 $1,440.74 $7,165.24 $331.40 $1,672.67 2024 $1,598.75 $8,763.99 $366.84 $2,039.51 2025 $1,756.76 $10,520.75 $402.28 $2,441.79 2026 $1,914.77 $ 1.. .................,..,........F. 12,435.52 . ..... - $437.72 ----- - $2,879.51 2027 $2,072.78 $14,508.30 $473.16 $3,352.67 2028 $2,230.79 $16,739.09 $508.60 $3,861.27 2029 $2,388.79 $19,127.88 $544.04 $4,405.31 2030 $2,546.80 $21,674.68 $579.48 $4,984.79 2031 $2,704.81 $24,379.49 $614.92 $5,599.71 2032 $2,862.82 $27,242.31 $650.36 $6,250.07 2033 $3,020.83 $30,263.14 $685.80 $6,935.87 2034 $3,178.84 $33,441.98 $721.24 $7,657.11 2035 $3,336.84 $36,778.82 $756.68 $8,413.79 2036 $3,494.85 $40,273.67 $792.12 $9,205.91 2037 $3.652.86 $43.926.53 $827.56 $10,033.47 TOTAL $43,926,530 $10,033,470 16 Exhibit 2 -UhikkQ Ordinance Project Ranger One 6/16/15 TABLE 17 - COUNTY REVENUE - --- - ----- ------ COUNTY TIRZ CONTRIBUTION CUMULATIVE CONTRIBUTION CUMULATIVE YEAR REVENUE $K VENUE $K $K CONTRIBUTION $K 2012 2013 2014 . .......$7.34 $7.34 $0.82 $0.82 2015 $67.40 $74.74 $14.75 $15.57 2016 $127.46 $202.20 $28.68 $44.25 2017 $187.53 $389.73 $42.60 $86.85 2018 $249.62 - - - ------------------- 3-9.3-5 $56.53 $143.38 2019 $311.72 $951.07 $70.46 $213.84 2020 $373.82 $1,324.89 $84.39 $298.23 2021 $482.51 $1,807.40 $108.74 $406.97 2022 $550.84 $2,358.24 $124.15 $531.12 2023 $619.52 $2,977.76 $139.55 $670.67 2024 $688.20 $3,665.96 $154.96 $825.63 2025 $756.89 $4,422.85 $170.36 $995.99 2026 $825.57 $5,248.42 $185.77 $1181.76 2027 $894.26 $6,142.68 . ............ $201.17 $1382.93 2028 $962.94 $7,105.62 $216.58 $1599.51 2029 $1031.63 $8,137.25 $231.98 -$1831.49 2030 $1100.31 $9,237.56 $247.39 $2078.88 2031 $1169.00 $10.,406.56 $262.79 $2341.67 2032 $1237.68 $11,644.24 $278.20 $2619.87 2033 $1306.37 $12,950.61 $293.61 $2913.48 2034 $1375.05 $14,325.66 $309.01 $3222.49 2035 $1443.73 $15,769.39 $324.42 $3546.91 2036 $1512.42 $17,281.81 $339.82 $3886.73 2037 $1581.10 $18,862.91 $355.23 $4241.96 TOTAL! $18,862,910 $4,241,960 -1 17 Exhibit 2 -UWlq Ordinance Project Ranger One 6/16/15 CITY COUNTY TOTAL TIRZ CUMULATIVE YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ CONTRIBUTIONS $K $K $K $K 2012 2013 2014 $5.97 $0.82 $6.79 $6.79 2015 $41.92 $14.75 $56.67 $63.46 2016 $77.87 $28.68 $106.55 $170.01 2017 $113.81 $42.60 $156.41 $326.42 2018 $147.78 $56.53 $204.31 $530.73 2019 $181.74 $70.46 $252.20 $782.93 2020 $215.70 $84.39 $300.09 $1,083.02 2021 $260.52 $108.74 $369.26 $1,452.28 2022 $295.96 $124.15 $420.11 $1,872.39 2023 $331.40 $139.55 $470.95 $2,343.34 2024 $366.84 $154.96 $521.80 $2,865.14 2025 $402.28 $170.36 $572.64 $3,437.78 2026 $437.72 $185.77 $623.49 $4,061.27 2027 $473.16 $201.17 $674.33 $4,735..60. 2028 $508.60 $216.58 $725.18 $5,460.78 2029 $544.04 $231.98 $776.02 $6,236.80 2030 $579.48 $247.39 --$8-26.87 $7,063.67 2031 $614.92 -�2- 62.79 $877.71 $7,941.38 2032 $650.36 $278.20 $928.56 $8,869.94 2033 $685.80 $293.61 --K9- 7 -9.4 1 $9,849.35 2034 $721.24 $309.01 $1,030.25 $10,879.60 2035 $756.68 $324.42 $1,081.10 $11,960.70 2036 $792.12 $339.82 $1,131.94 $13,092.64 2037 $827.56 $355.23 $1,182.79 $14,275.43 TOTAL -'-----$-16,033,470 $4,241,960 $14,275,430 18 Exhibit 20SgOrdinance Project anger ne 6/16/15 Pre -TIRZ Administrative Costs Legal Invoice Date Amount Schrader & Cline 11/2/2012 $ 1,944.02 Schrader & Cline 12/4/2012 $ 675.00 Terry D. Morgan & Assoc. 10/31/2013 $ 1,230.00 Terry D. Morgan & Assoc. 3/31/2014 $ 870.00 $ 4,719.02 aruz=71 Teague Nall & Perkins Exhibit 2 - Westray Ordinance 6,182.14 Project Ranger One 6/16/15 11,791.60 Unit ech Exhibit F 7,133.05 Pre-Development Costs Legal 6,577.77 Teague Nall & Perkins MeIlia & Larson 7706-7710 32,5.00 Mellina & Larson 7716-7721 675.00 Mellina & Larson 7776-7783 5,550.00 D. Wardard Glenn PC 7812 11,135.00 Mellina & Larson 7815-7819 125.00 D. War d Glenn PC 79GB 1,612.50 Mellina & Larson 7911-7916 577.50 MeIlia & Larson 7918-792-2 3,630.00 Mellina & Larson 8007-8011 1,760.00 Mellina & Larson 8032-8037 7,452.50 Mellina & Larson 8129-8133 1,443.75 Mellina & Larson 8138-8140 2,937.50 Mellina & Larson 8186-8190 110.00 D. Woodard Glenn 8269-8271 6,75ii.00 D. Woodard Glenn 8282 825.00 Mellina & Larson 8315 991.00 MeIlia & Larson 8339 2,283.50 Mellina & Larson 8432 8,877.00 57,060.25 aruz=71 Teague Nall & Perkins 7992 6,182.14 Unit ech 8195 11,791.60 Unit ech 8311 7,133.05 Unit ech 8312 6,577.77 Teague Nall & Perkins 8309 9,542.28 Teague all & Perkins 8309 5,366.62 Teague Nall & Perkins 8310 3,748.91 Teague all & Perkins 9401 2,806.72 Unitech 8437 9,005.00 Unitech 8438 3,935.00 66,089.09 Construction Management: Texas land & Building 8120 10,000.00 Traffic Impact Analysis: Alliance Transportation 8323 10,3'50.00 Alliance Transportation 8324 8,050.00 Alliance Transportation 8428 3,450.00 =92,210 F F, 0-11-mm Page 26 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit G -1 Description of Phase I Public Improvements • Two additional lanes added to the western side of the existing pavement for Western Boulevard from Airport Road to Jim Christal Road, all located entirely within the existing public right -of -way for Western Boulevard, consisting of approximately 6,400 linear feet of two additional traffic lanes (16 -foot and 12 -foot lanes) with curbs. (Note: Although the original long range plans for Western Boulevard included a total of six lanes, the recent Traffic Study indicates that only four lanes total are necessary; and accordingly, the parties acknowledge that the two additional lanes described immediately above are the only additional lanes which Westray is responsible for constructing, whether or not Westray proceeds with Phases II and I11.) • Associated drainage improvements which will be located entirely within the existing public right -of -way for Western Boulevard and shall include reinforced concrete pipe (RCP) ranging in size from 18 "to 27 ". There will be approximately 13 drainage inlets (ten 20' inlets and three 10' inlets). • Sanitary sewer line extension which will consist of an approximate 1,500 feet of 8" PVC and an approximate 4,900' of 15" PVC pipe, all located entirely within the existing public right -of -way for Western Boulevard. • Waterline extension which will run from Airport Road to US 380 (University Drive) and is approximately 10,682 linear feet of 16" ductile iron (DI) pipe, all located entirely within the existing public right -of -way for Western Boulevard. • Landscaping in connection with the forgoing to City standards, all located entirely within the existing public right -of -way for Western Boulevard. • Install traffic signals at the following intersections: (i) Western Boulevard and US 380 (University Drive), (ii) Western Boulevard and Jim Christal Road and (iii) Western Boulevard and Airport Road. • Street, directional and /or other signage, all located entirely within the existing public right -of -way for Western Boulevard. • If Westray determines that extension of low or high pressure gas pipeline is necessary or desirable and not separately completed by applicable utility providers, then Westray may, but is not required to, include as part of the Public Improvements for Phase I an extension of low and /or high pressure gas line(s), all located entirely within the existing public right -of -way for Western Boulevard or within existing easement areas previously granted to the City of Denton. Page 27 REIMBURSEMEN "T" AGREEMENT. Exhibit 2 - Westray Ordinance Project Ran er One 6/16/15 Exhibit G -1 Description of Phase I Public Improvements In addition to the forgoing, it is acknowledged that pursuant to a separate agreement between Westray's affiliate Westpark Group, LP and the City of Denton, certain drainage improvements are to be constructed by the City of Denton to the East of Western Boulevard, between Western Boulevard and the existing railroad spur (all as more particularly described therein) ( "Additional Drainage Improvements ") . Westray is not responsible for constructing the Additional Drainage Improvements but Westray or its affiliate is expected to advance funds to the City of Denton to cover the cost to construct the Additional Drainage Improvements ( "Westray Advanced Funds "). The Additional Drainage Improvements are not part of the Public Improvements hereunder insofar as any obligation of Westray to construct same, but they are included in the Public Improvements hereunder insofar as the Westray Advanced Funds shall be considered Project Costs for all purposes under this Agreement. Page 28 IMSURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ran er One 6/16/15 Exhibit G -2 Description of Phase II Public Improvements • Reconstruct Jim Christal Road and West Oak Street from Western Boulevard to the I -35 Frontage Road will consist of an approximate 6,400 linear feet of 54 -feet of pavement (four travel lanes and a center 24 -foot median), all located entirely within the Expanded Jim Christal /West Oak Right -of -Way (as defined in Exhibit I). There will be a 16 -foot and an 11 -foot travel lane in each direction, with curbs. Associated drainage improvements which will be located entirely within the Expanded Jim Christal /West Oak Right -of -Way and shall include approximately 8,500 linear feet of approximately 30" RCP pipe. There will be approximately 24 drainage inlets (sixteen 20' inlets and eight 10' inlets) and one drainage crossing improvement. • Sanitary sewer line extension which will consist of an approximate 3,400 feet of 8" PVC and an approximate 4,000' of 12" PVC pipe, all located entirely within the Expanded Jim Christal /West Oak Right -of -Way. • Waterline extension which will consist of 2,400 linear feet of 12" PVC and 2,000 linear feet of 16 "PVC, all located entirely within the Expanded Jim Christal /West Oak Right - of -Way. Page 29 'IMEIJRSEMEN "r AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit G -3 Description of Phase III Public Improvements • Extend Precision Drive from the existing Northern terminus Northward to West Oak Street, all located entirely within the Dedication Land (as described in Exhibit I) which will consist of approximate 2,200 linear feet of two travel lanes with a continuous center turn lane, and curbs. • Associated drainage improvements which will be located entirely within the Dedication Land and shall consist of approximately 3,300 linear feet of approximately 30" RCP pipe. There will be approximately 9 drainage inlets (six 20' inlets and three 10' inlets). • Sanitary sewer line extension which will consist of approximately 2,700 linear feet of 8" PVC, all located entirely within the Dedication Land. • Waterline extension from the northern terminus of the existing waterline located in the existing portion of Precision Drive, extending northward to the waterline located within Jim Christal Road, consisting of approximately 4,000 linear feet of 12" PVC, all located entirely within the Dedication Land. Page 30 RE%MEURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit -1 Cost Schedule for Phase I I - Western Blvd. Paving, Drainage, Water and Sewer Total Phase I Project is S z S 95,173 S 907,930 $ 1,987,570 S - S S 100, $ 100, $ I. $ $ $ 236, $ 25, KOOO S 25. $ 420.561 Estimated Interest e I Project s• $Z *Actual Interest will depend on the availability of funds In the Tax Increment Fund and the timing of disbursements from the Tax Increment Fund to Westray for reimbursement of Verified Project cosm 7hls estimate Is used only to Illustarte possible Interest that will be Incurred and Is not a maximum or minimum amount Page 31 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranqer One 6/16/15 Exhibit H-2 Cost Schedule for Phase 11 Hard Carusbustlon Costs Jim chit stal/wesi oak Paving $ Z501 150 JC/WO Storm Drainage 703,900 JC/WO Sanitary Sewer 2B2 200 JC/WO Water S 514,860 TRfficftnals West Oak/0-35SB S 306000 West oak/0-35NB S 30,000 West oak/Predsion $ Landscaping/Irrigation S 100,000 Entry Monument $ 30.000 Electricity Gas 40,W0 T Hard Costs 4,232 190 Soft coirts Engineering S 150,000 Administrative S 25,000 Permits/Fees; S 25,000 CM Fee $ K644 Insurance S 25,000 Landscape ArchItect $ 10,000 Total Soft Costs 9 319.6" Contingency $ 455,183 Tatal Phase 11 Cwts $ 5,007,017 Estimated Interest on Phase 11 Project Costs" S 1,100,000 'Actual Interest will depend on the availability of funds in the Tax Increment Fund and the timing of disbursements from the Tax increment Fund to WestraY for reimbursement of Verified Project Costs. This estimate Is used Only to Illustarte possible interest that will be incurred and is not a maximum or minimum amount Page 32 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project RVrltqr One 6/16/15 E it H-3 Cost Schedule for Phase III Phase III - Precision Drive Pavin& Drainage Water and Sanitary Sewer $ 80,000 80,000 90,0DO 50,0DO $ 50,0DO S S 501wo 101000 10,000 50,000 $ 10,000 $ 159,262 CIL , q= Estimated Interest on Phase 11 Project Cosb* S 200,000 Page 33 REIMBURSEMENT AGREEMENT Exhibit 2 - Westray Ordinance Project Ranger One 6/16/15 Exhibit I Easement Areas All Public Improvements will be located in existing easements, land owned by the City and /or public rights -of -way, except for the following: • The Additional Drainage Improvements will be located in the area described on Exhibit I -1 hereto ( "Drainage Easement Area "), and Westray shall cause a drainage easement instrument to be executed and recorded covering such area, and all Additional Drainage Improvements will be located in such area. If Westray elects to proceed with the Phase II Public Improvements, Westray will cause up to 25 feet of land to be dedicated on both sides of Jim Christal Road and West Oak Street (for those portions extending from Western Boulevard to the I -35 Frontage Road only) (the existing right -of -way for Jim Christal Road and West Oak Street as expanded by the additional dedications described immediately above may be collectively referred to as the "Expanded Jim Christal /West Oak Right -of- Way "). • If Westray elects to proceed with the Phase III Public Improvements, Westray will cause the strip of land shown on Exhibit I -2 attached hereto (running North -South from the existing Northern terminus of Precision Drive Northward to West Oak Street) ( "Dedication Land ") be publically dedicated, and all Phase III Public Improvements will be located within such area. Page 34 IMDURSEMEd'r AGREEMEW Exhibit 2 - Westray Ordinance Projec a Exng 1tQnl6/16/15 Drainage Easement Area SITUATED in the City of Denton, Denton County, Texas, and being a strip of land in the J. PERRY SURVEY, Abstract No. 1040, and being across a portion of LOT 2A, BLOCK A, PHASE 2, WESTPARK ADDDITION, as shown on plat thereof recorded under Denton County Clerk's (Clerk's) File No. 2011 -116, and said strip being more fully described as follows: BEGINNING at an "Arthur Surveying Company" 5/8" iron rod found in place for the northwest corner of Lot 1, Block 1, R. D. Wells Interchange, shown on plat thereof recorded in Cabinet Y, Page 619, of the Denton County Plat Records, said point being 0.54 foot South 89 degrees East from the east line of that certain railroad spur easement described in Assumption of Easement Rights to BC Rail Spur, L. P. recorded under Clerk's File No. 2007 - 12766; THENCE South 1 degree, 13 minutes, 25 seconds West with a common line between said Lot 1 and said Lot 2A, and generally along said east line of rail spur easement, 89.02 feet; THENCE South 66 degrees, 20 minutes, 55 seconds West across said Lot 2A, 681.33 feet to a point in a west line of said Lot 2A and the east line of Western Boulevard (variable width right -of -way) as described in instrument recorded under Clerk's File No. 2007 - 81316, said point being 20.92 feet North 8 degrees, 32 minutes, 55 seconds East from an "RPLS 1 640" capped 5/8" iron rod set for the end of a curve in said west line and east right -of -way line; THENCE North 8 degrees, 32 minutes, 55 seconds East with said west line of Lot 2A and east line of Western Boulevard, 171.99 feet; THENCE easterly across said Lot 2A, the following courses and distances: North 84 degrees, 03 minutes, 30 seconds East, 149.69 feet; North 66 degrees, 20 minutes, 55 seconds East, 442.91 feet; and, South 88 degrees, 50 minutes, 30 seconds East, at 45.31 feet crossing said east line of rail spur easement and continuing in all 45.85 feet to the PLACE OF BEGINNING, and containing 1.6234 acres. Page 35 REIMBURSEMENT AGREEMEMF Exhibit 2 - Westray Ordinance Project R n er One 6/16/15 Exhibit I -2 Dedication Land Page 36 REIMBURSEMENT AGREEMENT Exhibit 3 - Resolution 91 -008 Project Ranger One 6/16/15 RESOLUTION NO. � L A RESOLUTION APPROVING THE INFRASTRUCTURE FINANCING POLICY; REPEALING R89 -019; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Denton Development Plan adopted by the City of Denton contains policies providing for the expenditure of public funds to encourage balanced growth an economic development; and WHEREAS, in furtherance of those policies, the 1991 -1995 Capital Improvement Plan approved by the City Council proposes to allocate $500,000 each year to fund Water and Sewer Line Infrastructure Financing to carry out the balanced growth and economic policies of the Denton Development Plan; and WHEREAS, the Public Utilities Board and Planning and Zoning Commission have considered and recommended adoption of amendments to the existing Infrastructure Financing Policy; NOW, THEREFORE; BE IT RESOLVED BY THE COUNCIL OF THE CITY OF DENTON: SECTION I. That the Infrastructure Financing Policy, attached hereto as Exhibit I, is approved. SECTION II. That Resolution No. R89 -019, adopted on March 7, 1989, approving the Guidelines for Funding and Selecting Development Plan Candidate Water and Sewer Lines, is repealed. SECTION III. That this resolution shall become effective immediately upon its passage and approvil. PASSED AND APPROVED this the 1'� day of P4bAXZ&Aq 1991. BOB C /ASSTLEBERRY, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: (J APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATTORNEY BY: 1 4' Exhibit 3 - Resolution 91 -008 Project Ranger One 6/16/15 INFRASTRUCTURE FINANCING POLICY Fundina Polic The City of Denton Utilities Department policy is to facilitate local economic growth through a program of Infrastructure Financing. During its annual review of the Utility Department's Capital Improvements Plan (CIP), the Public Utilities Board shall consider the allocation of up to $500,000 annually to finance the construction of infrastructure water or sewer lines. This allocation shall consist of $250,000 from the Water CIP and $250,000 from the Wastewater CIP. That portion of each annual allocation that remains unobligated at close of the fiscal year shall carry forward into the following fiscal year. However, the cumulative total of said unobligated annual allocations shall not exceed $2 million at any time. Selection Polic Infrastructure Financing shall be provided only to: 1) Industrial prospects which have committed to building facilities in Denton. 2) Commercial /retail prospects which have committed to building facilities in Denton and which: a) sell a majority of their goods or services to individuals or businesses outside of Denton, or b) manufacture goods for consumption in Denton which were previously manufactured outside of Denton. 3) Prospects which have committed to building corporate headquarters facilities in Denton. All requests for Infrastructure Financing shall be subject to the economic analysis detailed in this Policy. This analysis shall determine project costs and benefits over a five year period. Infrastructure Financing may be allocated only if project benefits are equal to or exceed project costs. Exhibit 3 - Resolution 91 -008 - Project Ranger One 6/16/15 For purposes of the economic analysis: Project costs shall consist of 100% of: Debt service associated with the subject utility line's construction, and Return on investment associated with the completed subject utility line Project benefits shall consist of 25% of: Revenue from ad valorem tax on prospect's local property, plant and equipment Revenue from sales tax on prospect's products and services sold by the Denton facility Revenue from sales tax on local purchases by the Denton - resident labor force generated by prospect's locating in Denton and 100% of: Revenue from sales tax on prospect's local purchase of its facility's construction materials Revenue from that portion of the prospect's local consumption of Denton utilities that is contributed toward the return on investment Funding of projects shall be granted based on the date of submission of application; i.e., first come, first served. Lines under consideration shall begin at an existing City main line and end at the edge of the prospect's property which is closest to the existing main and which is technically feasible. The funding recommendation shall state funding limits for the total project and its construction components as well as a time limit on the funding commitment. Funds shall be disbursed to the prospect or the prospect's designee only: 1) upon presentation of a Certificate of Occupancy for the prospect's Denton facility, or 2) in intermittent payments as construction of the subject utility line progresses Page 2 Exhibit 3 - Resolution 91 -008 Project Ranger One 6/16/15 Unencumbered project funds shall be returned to the Infrastructure Financing accounts. Application Process Step 1 Infrastructure Financing applications shall be available from the City's Economic Development Office. This Office shall: provide prospect with economic assistance information provide prospect with an application form and assist with its completion notify affected Departments of prospect's application coordinate the prospect's access to City Departments prepare an economic assistance package for the prospect Step 2 Completed applications shall be returned to the Economic Development Office which shall forward a copy of the prospect's completed application to: Planning Department for preparation of a land use analysis; and the Utilities Department for preparation of a five year economic analysis, and technical and cost assessment of providing utility service to the prospect. Step 3 The Public Utilities Board shall review the prospect's application, the technical issues of providing utility service to the prospect, the completed economic analysis and forward a recommendation for funding consideration to the Planning and Zoning Commission. Such recommendation may support the prospect's request for an exemption from those provisions of the Sub - Division ordinance regarding the extension of utility lines. Step 4 The Planning and Zoning Commission shall review the prospect's application, a completed land use analysis, the economic analysis, and the Public Utilities Board's recommendation and forward both the Board's and its own recommendation to the City Council. Page 3 Exhibit 3 - Resolution 91 -008 Project Ranger One 6/16/15 Page 1 ADMINISTRATIVE POLICY / PROCEDURE SUBJECT: �(," i/_� INFRASTRUCTURE FINANCING TITLE: N/ASIEWAi6t -YY� INFRASTRUCTURE FINANCING POLICY 'TILITIES EFFECTIVE DATE: ECONOMIC DEVELOPMENT POLICY As expressed by the Denton Development Plan which was adopted by the Denton City Council on. September 5, 1989, the major goals of the City's economic development policy are as follows: - to strengthen and diversify the urban economic base - to create a wide range of employment opportunities - to expand the City's tax. base These goals will be accomplished principally through municipal efforts to: - attract basic industries, to Denton - encourage basic industries already in Denton to expand locally. The City of Denton Utilities Department policy is to support the Citv Council's economic development goals and efforts by offering basic industries economic incentives, principal among which is the Infrastructure Financing Program. This Program will lower a basic industry's total cost of locating to or expanding in Denton by allowing the City to absorb part of the cost to construct the following types of water and sewer mains: - those water and sewer mains which are necessary to serve the new or expanded basic industry - those water and sewer mains which are required by the City's subdivision ordinance. Funding Policy During its review of the Utility Department's Capital Improvements Plan (CIP), the Public Utilities Board shall consider the allocation of up to $500,000 annually to fund the Infrastructure Financing Program. This allocation shall consist of $250,000 from the Water Department's CIP and $250,000 from the Wastewater Department's CIP. Exhibit 3 - Resolution 91 -008 Au,✓ INI5 I KA FIVE P(DL).�:Y / PROCEDURE After such consideration, the Public Utilities Board shall make an Infrastructure Financing Program funding recommendation to the City Council and the City Council shall determine the Program's conditions and funding level. That portion of each annual Infrastructure Financing Program allocation which remains unobligated at the close of the fiscal year shall be transferred to the Fund Balance and may be reallocated for Infrastructure Financing in the following year's budget. However, the total of said unobligated annual allocation shall not exceed $2 million at any time. During its consideration of annual Infrastructure Financing Program funding, the Public Utilities: Board shall evaluate the Program's results and report that. evaluation to the City Council. Selection Policy (A) Infrastructure Financing shall be: provided only to: 1) industrial prospects which have committed to building facilities in Denton 2) commercial /retail prospects which have committed to building facilities in Denton and which: a) sell a majority of their goods or services to individuals or businesses outside of Denton, and /or b) manufacture goods for consumption in Denton which were previously manufactured outside of Denton 3) Corporate headquarters prospects which have committed to building facilities in Denton (B) All requests for Infrastructure Financing shall be subject to the economic analysis detailed in this Policy. This analysis shall determine the subject utility line's construction benefits and cost over a five year period. Infrastructure Financing may be available only if the benefits of the line's construction are equal to or exceed the cost of the line's construction. Exhibit 3 - Resolution 91 -008 AD. i I N I S TWATME 161P OL,,:Y / PROCEDURE Page 3 (C) For purposes of the economic analysis: 1) Construction costs shall consist of 100% of: a) debt service associated with the subject utility line's construction, and b) return on investment associated with the completed subject utility line. 2) Construction benefits shall consist of 25% of: a) revenue from ad valorum tax: on prospect's local property, plant and equipment, b) revenue from sales tax on prospect's products and services sold by the Denton; facility, c) revenue from sales tax on local purchases by the Denton - resident labor force: generated by prospect's locating in Denton. and 100% of: d) revenue from sales tax on prospect's local purchase of its facility's construction materials, and e) revenue from that portion of the prospect's local consumption of Denton utilities that is contributed toward the return on investment. (D) Funding of prospects shall be based on their dates of application i.e., first come, first served. (E) Lines under consideration shall begin at an existing City main line and end at the closest technically feasible edge of the prospect's property. (F) The funding recommendation shall state funding limits for the total project and its construction components as well as a time limit on the funding committment. Exhibit 3 - Resolution 91 -008 ALMINIST"RATME" "POLICY / PROCEDURE Page 4 (G) Funds shall be disbursed to the prospect or the prospect's designee only as follows: 1) upon presentation of a Certificate of Occupancy for the prospect's Denton facility,, or 2) in intermittment payments as construction of the subject utility line progresses. (H) Unobligated project funds shall be returned to the Infrastructure Financing Program account. Application Process Step 1 Infrastructure Financing applications shall be available from the City's Economic Development Office. This Office shall: provide prospect with economic assistance information provide prospect with an application form and assist with its completion notify affected Departments of prospect's application coordinate the prospect's access to City Departments prepare an economic assistance package for the prospect Step 2 Completed applications shall be returned to the Economic Development Office which shall forward a copy of the prospect's completed application to: Planning Department - prepares land use analysis Utilities Department - prepares five year economic analysis, and technical and cost. assessment of providing utility service to the: prospect Step 3 The Public Utilities Board shall review the prospect's application, the technical issues of providing utility service to the prospect, a completed economic analysis and forward a recommendation for funding consideration to the Planning and Zoning Commission. Such recommendation may support the prospect's request for an exemption from those provisions of the Sub - Division ordinance regarding the extension of utility lines. Exhibit 3 - Resolution 91 -008 AD,.►CR ISTReNTI'V'E "°'POLi�:Y / PROCEDURE Step 4 Page 5 The Planning and Zoning Commission shall review the prospect's application, a completed land use analysis, the economic analysis, and the Public Utilities Board's recommendation and forward both the Board's and its own recommendation to the City Council. CLPOLICY.DOC 00 N } n N } W N } N } (n T � � C � Q � } a) N > C a) � U O) c m co d r N � a) L O w d N N } N } > H .T c Q u C O1 C O t C OL N 00 O^ w O 0 00 � > Ln Z H O^ � Z Lu C Z .Ln Ln Ln F- — N N N N c} rt W. 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T m aJ m U N > 00 x E O O a V ° E a o c O O' V N 0 N N N G N Q o d K � T u = ° Q aj c Q V v O o2S LL LL C N aJ K w O D vc E Q) m N O O O V E > O m K Q O N Y a V K � V City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON Legislation Text File #: Al 5-0012c, Version: 1 Agenda Information Sheet DEPARTMENT: June 16, 2015 CM /ACM: Planning and Development Date: Jon Fortune SUBJECT Consider adoption of the ordinances of the City of Denton, Texas on second reading to involuntarily annex approximately 574.75 acres of land contained eight (8) of the fifteen (15) annexation areas. Four (4) of the annexation areas include approximately 440.19 acres of land and are primarily located within the 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 (4) areas include approximately 134.56 acres of land and are considered unincorporated ETJ pockets located within the body of the City of Denton's corporate limits and are identified as DH2, DH3, DH4, and DH1l; providing for a penalty in the maximum amount of $2000.00 for violations thereof, severability and an effective date. (A15- 0012c) 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 were 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 aggressive annexation 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, and PAA4. The agreements were approved for five years and had a cessation date for February 9, 2015 and March 2, 2015. In 2014, City Council directed staff to offer a one year extension to the original agreement. The 2015 Annexations involve those properties that 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. Consistent with the Texas Local Government Code 43.063 and the City's Charter Section 1.03, annexing properties into the City's corporate boundaries requires two public hearings and two public readings. Generally, a public hearing involves an advertised and noticed meeting that the general public has the opportunity to comment and participate. However, a public reading consists of reading the ordinance into public record prior to any action. The 2015 Annexation schedule is as follows: City of Denton Page 1 of 2 Printed on 6/11/2015 File #: Al 5-0012c, Version: 1 April 7 City Council First Public Hearing April 12 Publication of Annexation Ordinances in Denton Record Chronicles April 21 City Council Second Public Hearing May 12 1st Reading of Annexation Ordinances June 16 2nd Reading and Adoption of the Annexation Ordinances The ordinances were prepared by the City's Legal Department. PRIOR ACTION/REVIEW (Council, Boards, Commissions) 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 annexed 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 22, 2015, Public Hearing Notice was published in the Denton Record Chronicle; and 4. April 3, 2015, the City Council meeting agenda was posted in City Hall and the City's website. 5. April 7, 2015, City Council held the first public hearing 6. April 12, 2015, the captions from the ordinances was published in the Denton Record Chronicle 7. April 17, 2015, the City Council meeting agenda was posted in City Hall and the City's website. 8. April 21, 2015, City Council held the second public hearing. 9. May 12, 2015, City Council heard the first public reading of the ordinance. OPTIONS 1. Proceed with annexation. 2. Decline annexation 3. Table this item. EXHIBITS 1. 2015 Annexation Service Plan 2. Location Map and Descriptions 3. Ordinances Respectfully submitted: Aimee Bissett Interim Director of Planning and Development Prepared by: Katia Boykin, CPM Planning Supervisor City of Denton Page 2 of 2 Printed on 6/11/2015 CITY OF DENTON SERVICE PLAN 2015 Annexation L AREA ANNEXED The areas to be annexed include approximately 620.86 acres of land contained in eight (8) areas. Four annexation areas consist of approximately 478.78 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 142.08 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. 11 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. 5 Location Map and General Descriptions j Idm! e i PAA4�.., A ii 3 1 1 PAA3 na /9 g q ,ppi j �UU2 I(D, PA v, f W "I f2i �if�� �ilwa�> Pl, � � �?r i it ; i Yr�ll. r, �pif !Fn H J!, fl 1 , . l w pia II����II�I) fY f J��f Q1 r��Jl `P/ Dior n inn p�llfb G(F��t�� °„ cif SYi ml4 re PA All 1t f fit �e'�um r �>r D FQ11 11 IIW� �� i M'AII0III� I I � d2& fl 111 Hi G� � i ffar ma �° a `� f lll @11 fly f rg °Y61j fk f 1VUV ; III rz 1 P/ Al f 11V PAA1 General Location: South side of Jim Christal Road; north side of Tom Cole Road; west of Masch Branch Road Acres: 164.10 PAA2 General Location: South side of FM 1173; north of University Drive; west of 1 -35 Acres: 62.65 PAA3 General Location: South side of Ganzer Road; east and west of Barthold Road; north of FM 1173 Acres: 209.15 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: 4.29 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: 45.85 DH 3 General Location Acres: 16.99 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 sAlegal\OLK d0CL1111C11tS\0Rfi ]I Wices\l 5\d11-2 annexing parce I. doc ORDINANCE NO. AN ORDINANCE ANNEXING AN AREA OF LAND TO THE CITY 01, DENTON,TEXAS, GENERALLY IDENTIFIED AS DH-2 OF APPROXIMATELY 45.85 ACRES (LESS THOSE PARCELS IDENTIFIED IN EXHIBITS "C") LOCATED ON THE SOUTH SIDE OF UNIVERSITY DRIVE; WEST AND EAST SIDES OF THOMAS J. EGAN ROAD; NORTH OF JIM CHRISTAL ROAD; WEST OF MASCH BRANCH ROAD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED FIERE-FO, WHICH AREA IS ADJACENT 'TO AND ABUTS THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, AND WHICH CONTAINS FEWER THAN 100 SEPARATE TRACTS OF LAND ON WHICH ONE OR MORE RESIDENTIAL DWELLINGS ARE LOCATED ON EACIJTRACT; PROVIDING FOR INCLUSION OF A SERVICE PLAN IN THIS ORDINANCE; EXCLUDING PROPERTIES WITHIN DH-2 SUBJECT TO NON-ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE FROM THE ANNEXATION; PROVIDING FOR CORRECTION OF THE CITY MAP TO INCLUDE ]"HIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C-1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, this annexation is under the annexation procedures for areas exempted from an annexation plan pursuant to Tex. Loc. Gov't Code section 43.052(h); and WHEREAS, the Denton City Council finds that there are fewer than 100 separate tracts of land on which one or more residential dwellings are located on the DH-2 tract in the area to be annexed; and Wf IEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with The Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, all required notices, including written notice of intent to annex said area to each property owner, each public entity and each railroad company within said area as required by Section 43.062, Subchapter C-1, Local Government Code, and all public hearings and requirements for such annexation have been had in accordance with applicable law; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Gov't Code section 43.056 providing for full municipal services to such area, which service plan was made available to the public and explained at the scheduled public hearings; and WHEREAS, offers of non-annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and sAlegahour doCUments\ordinances\1 5\(111-2 annexing parcel.doc WHEREAS, the City Council, by prior action, has approved certain non-annexation agreements executed by eligible property owners within DH-2; and WHEREAS, the City desires to affirm that structures, uses and facilities pre-existing in areas annexed under this Ordinance, or in areas subject to non-annexation agreements within DI-1-2 approved by prior action, shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded by Subchapter 11 of the Denton Development Code, to the extent it is applicable; and WHEREAS, under the previously approved non-annexation agreements between an eligible property owner and the City, the lands subject to the agreements retain their extraterritorial status and the owners of such lands must abide by the City's development regulations as if such lands were within the City limits, as provided further in such agreement; and WHEREAS, the land which is adjacent or contiguous to an area subject to a non- annexation agreement is considered adjacent or contiguous to the City for purposes of annexation; and WHEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton, save and except those properties subject to prior approved non-annexation agreements within DH-2; 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DII-2, as described in Exhibit "A", attached hereto and incorporated herein, and as depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), save and except for those properties described in Exhibit "C", which are subject to certain non-annexation agreements, executed by property owners within DH-2 and previously approved by the City, due to their use for agricultural, wildlife management or timberland purposes as described in Section 43.035, Subchapter B, Local Government Code, is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit "D" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. Page 2 sAlegakour documents\ordinances\1 5\dh-2 annexing parcel.doc SECTION 5. This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non-annexation agreement associated with properties contained within DIJ-2. AND IT IS SO ORDERED. Passed by the City Council on I" reading this day of 2015. Passed by the City Council on 2" `l reading this day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY C , Page 3 CHRIS WATTS, MAYOR EXHIBIT "A" Annexation Tract DH2 ALL those certain lots, tracts or parcels of land lying and being situated in the County of Denton, State of Texas and presently being wholly surrounded and fully embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 1969-40 (Tract 1), Ordinance 1974-36 (Tract V), Ordinance 1982-52, Ordinance 1983-90, Ordinance 1986-48, Ordinance 1986-102, and Ordinance 2002-29; and being more specifically described as follows: . DH2 BEGINNING at the northwest comer of the subject property, this point being the northeast comer of property described in Ordinance 86-48; THENCE South 00' 10' 27" West, 1886.11 feet to a point for a comer; THENCE South 890 59' 47" East 1174.8 feet to a point in Egan Road; THENCE South 09' 03' 21" East with said Eagan Road 1400 feet to a point (steel pin) at the intersection of Egan Road and Jim Christal Road, being on the South side of the E.A. Orr Survey; THENCE along the centerline of Jim Christal Road in a series of metes and bounds, more completely described in Ordinance 83-90; THENCE to a point in Jim Christal Road described as the southeast corner of the property described in Ordinance 86-102; THENCE North 00' 11' 40" West, 3031.04 feet to a point called the northwest comer of the property described in Ordinance 86-102; THENCE South 891 28' 48" East, 1486.80 feet to a point described in Ordinance 86- 102and called the northeast corner of the property described in said Ordinance, also being the northwest comer of the property described in Ordinance 2002-029; THENCE South 89' 49' 18" East, 394.07 feet to a point; , THENCE South 88' 25' 54" East, 59.94 feet to a point; THENCE South 89' 37' 36" east, 659.22 feet to a point for a comer; THENCE South 00' 05' 23" East, 1698.40 feet to point for a comer; THENCE South 89' 03' 32" West, 143.14 feet to a point for a comer; THENCE South 00' 33' 00" East 16.57 feet to a point for a comer; THENCE South 000 33' 00" East 992.15 feet to a point for a comer; THENCE North 89' 50' 43" West 792.69 feet to a point for a comer; THENCE South 00' 28' 20" East, 452 feet to a point in the centerline of Jim Chrisal Road, also known as the southeast comer of the property described in Ordinance 2002- 209,said point also being on the north line of property described in Ordinance 69-40 (1); THENCE easterly along the northern line of the property described in Ordinance 69-40 (1) to a point described in Ordinance 82-52 as the southwest corner of said property; THENCE northerly along the west property line of the property described in Ordinance 82-52 to the northwest comer of said property at which point the property intersects with the south property line described in Ordinance i4 -36, Tract V; THENCE following the south property line of the property described in Ordinance 74-36, Tract V to the Point of Beginning. Exhibit B ` 11� \ I 1 1 \ 1 \ t \ I 1 Su, M � I 1 �I11n141i�lYi�jh��n}� �I�I "��911�quu ,,, ��Illfillq'��Wh1�4 �syl��W�y�tiil��dllh �ti��Vgl�rllllw{yin�!h�t G ,a apl ON ON MEN, ma IMON 1 F, 1 \ 1 ' DII-2 Exhibit C I . Being a called 11.829 acre tract of land, more or less, situated in the J.F. Meyers Survey, Abstract No. 1699, Denton County, Texas, and being part of a 19.109 acre tract of land, more or less, described in that certain Warranty Deed with Vendor's Lien dated January 5, 2001 from Donald (3. Cole Family Limited Partnership to Mark E. Cole and wife, Linda J. Cole, filed for record on January 9, 2001. and recorded in Volume 4750, Page 737 of the Real Property Records of Denton County, Texas. Said 11.829 acre tract, more or less, is commonly known as DCAD Property ID 36605. 2. Being 8.000 acres of land, more or less, situated in the J. F. Myers Survey, Abstract No. 1699, Denton County, Texas, and being more fully described in that certain Cash Warranty Deed dated April 18, 2000 from Donald G. Cole Family Limited Partnership to Mark E. Cole and wife, Linda J. Cole, filed for record on April 18, 2000 and recorded in Volume 4571, Page 1057 of the Real Property Records of Denton County, Texas. Said 8.000 acres, more or less, is commonly known as DCAD Property ID 225537. 3. Being a called 1.21 acre tract of land, more or less, situated in the G. Barb Survey, Abstract No. 208, Denton County, Texas, and being part of a 19.109 acre tract of land, more or less, described in that certain Warranty Deed with Vendor's Lien dated January 5, 2001 from Donald G. Cole Family Limited Partnership to Mark E. Cole and wife, Linda J. Cole, filed for record on January 9, 2001 and recorded in Volume 4750, Page 737 of the Real Property Records of Denton County, Texas. Said 1.21 acre tract, more or less, is commonly known as DCAD Property ID 161448. 4. Being a called 6.07 acre tract of land, more or less, situated in the J.F. Meyers Survey, Abstract No. 1699, Denton County, Texas, and being part of a 19.109 acre tract of land, more or less, described in that certain Warranty Deed with Vendor's Lien dated January 5, 2001 from Donald G. Cole Family Limited Partnership to Mark E. Cole and wife, Linda J. Cole, filed for record on January 9, 2001 and recorded in Volume 4750, Page 737 of the Real Property Records of Denton County, Texas. Said 6.07 acre tract, more or less, is commonly known as DCAD Property ID 36611. 5. Being 25.447 acres of land, more or less, situated in the S. Huizar Survey, Abstract No. 514 and the G. Barb Survey, Abstract No. 208, described in that Deed of Gift dated December 22, 1994, from James W. Wetzel and Freda J. Wetzel to Lisa K. Fergason and James Fergason, filed for record on December 27, 1994 and recorded in Instrument Number 94-R0093960 of the Real Property Records of Denton County, Texas; SAVE AND EXCEPT that portion of the 25.447 acre tract lying within the existing city limits, commonly known as DCAD Property ID 75052; And further SAVE AND EXCEPT that portion of the 25.447 acre tract of land previously conveyed to the State of Texas for Highway 380 right of way; Leaving 7.535 acres, more or less, commonly known as DCAD Property ID 60782 and DCAD Property ID 36633. 6. Being a called 1. 1.717 acre tract of land, situated in the E.A. Orr Survey, Abstract No. 983, Denton County, Texas, and being that portion lying outside of the city limits of a 19.317 acre tract described in the First Tract of that Warranty Deed with Vendor's Lien dated September 3, 1980 from Jeannette E. McDonald to Gerald L. Mitchell and wife, Nedra C. Mitchell, filed for record September 4, 1980 and recorded in Volume 1034, Page 167 of the Real Property Records of Denton County, Texas. Said 11.717 acres, more or less, is commonly known as DCAD Property ID 60756. Being a called 33.73 acre tract of land, situated in the E.A. Orr Survey, Abstract No. 983, Denton County, Texas, and being that portion lying outside of the city limits of a 36.765 acre tract described in the Second Tract of that Warranty Deed with Vendor's Lien dated. September 3, 1980 from Jeannette E. McDonald to Gerald L. Mitchell and wife, Nedra C. Mitchell, filed for record September 4, 1980 and recorded in Volume 1034, Page 167 of the Real Property Records of Denton County, Texas. Said 33.75 acres, more or less, is commonly known as DCAD Property ID 60759. 7. Being 96.3175 acres of land, more or less, situated in the E. A. Orr Survey, Abstract No. 983; the Gibson Myers Survey, Abstract No. 843; the Myers-Brummett-Johnson- Green Survey, Abstract No. 1699; and the G. Barb Survey, Abstract No. 208, Denton County, Texas, and being more fully described in that certain Correction Special Warranty Deed dated to be effective November 24, 1993 from The Nobles Company, by Robert H. Nobles, Partner and Jimmie G. Nobles, Partner to Nobles Family Partners, Ltd., filed for record on August 9, 2000 and recorded in Volume 4649, Page 846 of the Real Property Records of Denton County, Texas, Said 96.3175 acres of land, more or less, is commonly known as DCAD Properly 11) 244741, DCAD Properly ID 60745, DCAD Property ID73984, DCAD Properly ID131872, DCAD Property ID 161447 and DCAD Properly 11) 78612, respectively. SAVE & EXCEPT: Lot 1, Block 1, Scribner Addition, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet R, Page 46 of the Plat Records of Denton County, Texas. Said Lot 1, Block 1, Scribner Addition, is commonly known as DCAD Properly ID 216450. 8. Being 25.000 acres of land, more or less, situated in the E. A. Orr Survey, Abstract No. 983 and the Myers-Brummett-Johnson Survey, Abstract No. 1699, Denton County, Texas, and being more fully described in that certain Quit Claim Deed dated December 29, 1992 from Robert H. Nobles, D.O. and Jimmie Lou Nobles, a/k/a as Jimmie G. Nobles to Robert H. Nobles, D.O. and Jimmie G. Nobles, Trustees, or their successors in trust, under the Nobles Living Trust dated November 30, 1989, filed for record on December 29, 1992 and recorded in Volume 3411, Page 364 of the Real Property Records of Denton County, Texas. Said 25.000 acres of land, more or less, is commonly known as DCAD Property ID 60761 and DCAD Property ID .161789, respectively. SAVE & EXCEPT: 1.001.7 acres of land, more or less, situated in the E. A. Orr Survey, Abstract No. 983, Denton County, Texas, and being more fully described in that certain Correction Warranty Deed with Vendor's Lien dated November 5, 1992 from Brian K. Walding and wife, Kimberly Nobles Walding to Eugenia C. Minor, filed for record on March 19, 1.993 and recorded in Volume 3374, Page 448 of the Real Property Records of Denton County, Texas. Said 1.0017 acres of land, more or less, is commonly known as DCAD Property ID 60751. 9. Being 6.00 acres of land, more or less, situated in the E. A. Orr Survey, Abstract No. 983, and the Myers-Brummett-Johnson-Green Survey, Abstract No. 1699, Denton County, Texas, and being more fully described in that certain Cash Warranty Deed dated March 19, 1999 from Glenn S. Wilde and Ruthanna M. Wilde, as Trustees of the Glenn S. Wilde and Ruthanna M. Wilde Family Trust to Glenn S. Wilde and Ruthanna M. Wilde, filed for record on March 19, 1999 and recorded in Volume 4300, Page 2150 of the Real Property Records of Denton County, Texas. Said 6.00 acres, more or less, is commonly known as DCAD Property ID 166775 and an unidentified DCAD Property ID lying in the Myers-Brummett-Johnson-Green Survey, Abstract No. 1699. sAlegakour d0CL1ments\ordinanccs\1 5\dh-3 annexing p arce L doe ORDINANCE NO. AN ORDINANCE ANNEXING AN AREA OF LAND TO THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DI-1-3 OF APPROXIMATELY 16.99 ACRES (LESS THOSE PARCELS IDENTIFIED IN EXHIBIT" "C ") LOCATED ON THE SOUTH SIDE OF SPRING SIDE ROAD; NORTH, SOUTH AND WEST OF CORBIN ROAD; WEST OF 1-35, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO, WHICH AREA IS ADJACENT TO AND ABUTS THE EXISTING CITY LIMITS OFJ'IIE CITY OF DENTON, TEXAS, AND WHICH CONTAINS FEWER THAN 100 SEPARATE TRACTS OF LAND ON Wl--1ICH ONE OR MORE RESIDENTIAL DWELLINGS ARE LOCATED ON EACH TRACT; PROVIDING FOR INCLUSION OF A SERVICE PLAN IN THIS ORDINANCE; EXCLUDING PROPERTIES WITHIN DH -3 SUBJECT TO NON - ANNEXATION AGRE'E'MENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE FROM J'HE ANNEXATION; PROVIDING FOR CORRECTION OF THE CITY MAP TO INCLUDE TIJIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C-1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, this annexation is under the annexation procedures for areas exempted from an annexation plan pursuant to Tex. Loc. Gov't Code section 43.052(h); and WHEREAS, the Denton City Council finds that there are fewer than 100 separate tracts of land on which one or more residential dwellings are located on the DH -3 tract in the area to be annexed; and WI IEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with The Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, all required notices, including written notice of intent to annex said area to each property owner, each public entity and each railroad company within said area as required by Section 43.062, Subchapter C-1, Local Government Code, and all public hearings and requirements for such annexation have been had in accordance with applicable law; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Govt Code section 43.056 providing for full municipal services to such area, which service plan was made available to the public and explained at the scheduled public hearings; and WHEREAS, offers of non-annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and sAlegal\Off d0CUments\ordinances\1 5\dh-3 annexing parcel.doc WHEREAS, the City Council, by prior action, has approved certain non-annexation agreements executed by eligible property owners within DH-3; and WHEREAS, the City desires to affirm that structures, uses and facilities pre-existing in areas annexed under this Ordinance, or in areas subject to non-annexation agreements within DH-3 approved by prior action, shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded by Subchapter 11 of the Denton Development Code, to the extent it is applicable; and WHEREAS, under the previously approved non-annexation agreements between an eligible property owner and the City, the lands subject to the agreements retain their extraterritorial status and the owners of such lands must abide by the City's development regulations as if such lands were within the City limits, as provided further in such agreement; and WHEREAS, the land which is adjacent or contiguous to an area subject to a non- annexation agreement is considered adjacent or contiguous to the City for purposes of annexation; and WHEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton, save and except those properties subject to prior approved non-annexation agreements within DH-3; 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH-3, as described in Exhibit "A", attached hereto and incorporated herein, and as depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), save and except for those properties described in Exhibit "C", which are subject to certain non-annexation agreements, executed by property owners within DI-1-3 and previously approved by the City, due to their use for agricultural, wildlife management or timberland purposes as described in Section 43.035, Subchapter B, Local Government Code, is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit "D" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. Page 2 sAlegaROLW (10CL1meDts\ordinances\1 5\dh-3 annexing parce L doc SECTION 5. This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non-annexation agreement associated with properties contained within DH-3. AND IT IS SO ORDERED. Passed by the City Council on Vt reading this Passed by the City Council on 2n`1 reading this ATTEST: JENNIFER WALTERS, CITY SECRETARY "A APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: AL, Page 3 day of 12015. day of 2015. CHRIS WATTS, MAYOR EXHIBIT "A" Annexation Tract DH3 ALL those certain lots, tracts or parcels of land lying and being situated in the County of Denton, State of Texas and presently being wholly surrounded and fully embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 1969-40 (Tracts I & 11), Ordinance 1980-67, Ordinance 1984-63, Ordinance 2001 -451, and Ordinance 2006-205 (North Tract); and being more specifically described as follows: IV-*v BEGINNING at a point at the intersection of Under-wood and Springside Road as defined in Ordinance 2006-205, North 'Tract; THENCE in a southerly direction, along the east right-of-way of Underwood as more completely described in Ordinance 2006-205, North Tract, to a point of intersection with the north line of the property described in Ordinance 2001 -451; THENCE in a easterly and southeasterly direction, along the north line of the property described in Ordinance 2001-451 to a point of intersection with the westerly line of the property described in Ordinance 69-40, Tract 11; THENCE northeasterly along the westerly line of the property described ,in Ordinance 69-40, Tract 11 to a point of intersection with the southerly line of the property described in Ordinance 8463; THENCE in a west and north direction along the south and west line of the property described in Ordinance 84-63 to a point of intersection with the property described in Ordinance 80-67; THENCE northerly along the west line of the property described in Ordinance 80-67 to a point of intersection with the property described in Ordinance 69-40, Tract 1, being the existing City Limit line; -, THENCE along the existing City Limit line as described by ordinance 69-40, Tract I to C? the Point of Beginning. I DH-3 Exhibit C I . Being 76.768 acres of land, more or less, situated in the Jeremiah Dalton Survey, Abstract No. 353, Denton, County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated September 21, 1.982 from Cuauhtemoc Tim Villasana to Fay Charalarnbopoulos, filed for record on September 22, 1982 and recorded in Volume 1166, Page 235 of the Real Property Records of Denton County, Texas. Said 76.768 acres of land, more or less, is commonly known as DCAD Property R-) 37036. 2. Being 10 acres of land, more or less, situated in the J. Dalton Survey, Abstract No. 353, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated August 24, 1.979 from H. L. Handley and wife, Ruby Handley to John H. Gandy and wife, Dana J. Gandy, filed for record on August 28, 1979 and recorded in Volume 971, Page 251 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 3.00 acres of land, more or less, situated in the I. Dalton Survey, Abstract No. 353, Denton County, Texas, and being more fully described in that certain Warranty Deed dated January 31, 2001 from John H. Gandy and Dana P. Gandy to John Scott Gandy and Kena R. Gandy, filed for record on February 1, 2001 and recorded in Instrument Number Volume 4766, Page 1110 of the Real Property Records of Denton County, Texas. Said 3.00 acres of land, more or less, is commonly known as DCAD Property ID 231354. The remaining 7.00 acres of land, more or less, is commonly known as DCAD Property .ID 37011. 3. Being 5.0 acres of land, more or less, situated in the J. Dalton Survey, Abstract No. 353, Denton County, Texas, and being more fully described in that certain Special Warranty Deed dated September 6, 2005 from John H. Gandy and his wife, Dana P. Gandy to The John H. Gandy and Dana P. Gandy Revocable Living Trust, filed for record on November 1, 2005 and recorded in Instrument Number 2005-136596 of the Real Property Records of Denton County, Texas. Said 5.0 acres of land, more or less, is commonly known as DCAD .Property ID 37025. 4. Being 2.408 acres of land, more or less, situated in the Jeremiah Dalton Survey, Abstract No. 353, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated June 30, 1987 from Kenneth Reese Morgan and Jennifer Morgan a/k/a Jennifer Jopling to William Clinton Lynch and wife, Claudia P. Lynch, filed for record on July 2, 1987 and recorded in Volume 2190, Page 507 of the Real Property Records of Denton County, Texas. Said 2.408 acres of land, more or less, is commonly known as DCAD Property 11) 3 703 7; and That property described in deeds to William Clinton Lynch and Claudia P. Lynch, which are recorded at vol. 2190, page 507 and vol. 2981, page 771, of the Deed Records of Denton County, Texas, and commonly known as Tax Parcel Nos. 162919 and 162917, consisting of approximately 6.51 acres of land. 5. Being 51.367 acres of land, more or less, situated in the T.W. Daugherty Survey, Abstract No. 357, Denton County, Texas, and being more fully described in that Distribution Deed to Estate Beneficiary dated July 19, 2005 from Jessie H. Havenhill, Independent Executor of the Estate of Ralph C. I-lavenhill, Deceased to Jessie H. Havenhill, Trustee of the Havenhill Family Exempt Trust, filed for record on July 20, 2005 and recorded in Instrument Number 2005-88434 of the Real Property Records of Denton County, Texas. Said 51.367 acres of land, more or less, is commonly known as DCAD Property ID 41547. 6. Being 15.0469 acres of land, more or less, situated in the J. Dalton Survey, Abstract No. 353, Denton County, Texas, and being more fully described in that certain Special Warranty Deed dated November 15, 2000 from Nancy Dee Riley to Jon Michael Riley, filed for record on November 22, 2000 and recorded in Volume 4722, Page 474 of the Real Property Records of Denton County, Texas. Said 15.0469 acres of land, more or less, is commonly known as DCAD Property R-) 37012 and DCAD Property 11) 37020, respectively. 7. Being a called 65.72 acre tract of land, more or less, situated in the William Sajaris Survey, Abstract No. 1174, and a 63.713 acre tract of land, more or less, situated in the S. Pritchett Survey, Abstract No. 1004, Denton County, Texas, and being that portion lying outside the city limits, of a 156.47 acre tract, more or less, described in that certain Correction General Warranty Deed dated to be effective October 14, 1994 from The HerradUra Joint Venture to Terri J. Meador and Robert W. Hammer, filed for record on December 27, 1994 and recorded in Instrument Number 94-R0094073 of the Real Property Records of Denton County, Texas. The called 65.72 acre tract of land, more or less, and the called 63.713 acre tract of land, more or less, are commonly known as DCAD Properly fl) 37096 and DCAD Properly ID 37343, respectively. 8. Being a 3.349 acre tract of land, more or less, situated in the Jeremiah Dalton Survey, Abstract No. 353, Denton County, Texas, and being more fully described in that certain Warranty Deed dated September 5, 1974 from H.L. Handley and wife, Ruby 1-1. Handley to Helen Ann Stults, filed for record on October 2, 1974 and recorded in Volume 723, Page 383 of the Real Property Records of Denton County, Texas; together with an approximate 9.91 acre tract of land conveyed in that certain Warranty Deed dated May 15, 1991 from Ruby 1-1. Handley, Individually and as Heir and Independent Executrix of the Estate of H.L. Handley, Deceased to Helen Ann Stults, filed for record on May 16, 1991 and recorded in Volume 2980, Page 176 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 3.47 acres of land, more or less, situated in the Jeremiah Dalton Survey, Abstract No. 353, Denton County, Texas, and being more fully described in that certain Correction General Warranty Deed dated April 7, 2003 from Helen Ann Stults to Kelli Ann Holdsclaw, filed for record on September 30, 2003 and recorded in Volume 5428, Page 4716 of the Real Property Records of Denton County, Texas. Said 3.47 acres of land, more or less, is commonly known as D(AD Property ID 254159 and D(AD Property ID 254160. The remaining 9.789 acres of land, more or less, is commonly known as DCAD .Proper ID 37010 and DCAD Property ID 37032. sAlegakour documcnts\ordinances\I 5 Wh -4 annexing p arce I. doe ORDINANCE NO. AN ORDINANCE ANNEXING AN AREA OFI..,ANDTo THE CITY OF DENTON,TEXAS, GENERALLY IDENTIFIED AS DH-4 OF APPROXIMATELY 3.288 ACRES (.LESS I'IIOSE PARCELS IDENTIFIED IN EXHIBITS "C") LOCATED ON THE EAST SIDE OF BONNIE BRAE STREET; WEST OF FORT WORTH DRIVE; EAST AND WEST OF VINTAGE BOULEVARD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" A'ITACHF'.D HERETO, WHICH AREA IS ADJACENT TO AND ABUTS THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, AND WHICH CONTAINS FEWER THAN 100 SEPARATE TRACTS OF LAND ON WHICH ONE OR MORE RESIDENTIAL DWELLINGS ARE LOCATED ON EACI-ITRACT; PROVIDING FOR INCLUSION OF A SERVICE PLAN IN THIS ORDINANCE; EXCLUDING PROPERTIES WITHIN D14-4 SUBJECT TO NON- ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE. MANAGEMENT OR TIMBERLAND USE FROM THE ANNEXATION; PROVIDING FOR CORRECTION OF THE CITY MAP TO INCLUDE THIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE'. WHEREAS, pursuant to Section 43.061, Subchapter C-1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, this annexation is under the annexation procedures for areas exempted from an annexation plan pursuant to Tex. Loc. Gov't Code section 43.052(h); and WHEREAS, the Denton City Council finds that there are fewer than 100 separate tracts of land on which one or more residential dwellings are located on the DI-1-4 tract in the area to be annexed;and WHEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with 'I'he Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, all required notices, including written notice of intent to annex said area to each property owner, each public entity and each railroad company within said area as required by Section 43.062, Subchapter C-1, Local Government Code, and all public hearings and requirements for such annexation have been had in accordance with applicable law; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Gov't Code section 43.056 providing for full municipal services to such area, which service plan was made available to the public and explained at the scheduled public hearings; and WHEREAS, offers of non-annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and sAlegaRour dOCLIMelits\oi-diiiatices\15\(Ili-4 annexing pat-cc I. doe WHEREAS, the City Council, by prior action, has approved certain non-annexation agreements executed by eligible property owners within DI-i -4; and WHEREAS, the City desires to affirm that structures, uses and facilities pre-existing in areas annexed under this Ordinance, or in areas subject to non-annexation agreements within DI-1-4 approved by prior action, shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded. by Subchapter 1.1 of the Denton Development Code, to the extent it is applicable; and WHEREAS, under the previously approved non-annexation agreements between an eligible property owner and the City, the lands subject to the agreements retain their extraterritorial status and the owners of such lands must abide by the City's development regulations as if such lands were within the City limits, as provided farther in such agreement; and WHEREAS, the land which is adjacent or contiguous to an area subject to a non- annexation agreement is considered adjacent or contiguous to the City for purposes of annexation; and WHEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton, save and except those properties subject to prior approved non-annexation agreements within DH-4; 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DII-4, as described in Exhibit "A", attached hereto and incorporated herein, and as depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), save and except for those properties described in Exhibit "C", which are subject to certain non-annexation agreements, executed by property owners within DH-4 and previously approved by the City, due to their use for agricultural, wildlife management or timberland purposes as described in Section 43.035, Subchapter B, Local Government Code, is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit "D" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. Page 2 sAlegal\our documents\ordinances\1 5\dh-4 annexing parcel.doc SECTION 5. This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non-annexation agreement associated with properties contained within DI-1-4. AND IT IS SO ORDERED. Passed by the City Council on 1" reading this day of 2015. Passed by the City Council on 2" d reading this day of 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY RN APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Page 3 CHRIS WA'TT'S, MAYOR EXHIBIT 'W" Annexation Tract DH4 ALL those certain lots, tracts or parcels of land lying and being situated in the County of Denton, State of Texas and presently being wholly surrounded and fully embraced by the Denton city limit boundaries of record and established by the annexation and disannexation ordinances as follows: Ordinance 1969-40 (Tract 111), Ordinance 1979-82, Ordinance 1980-1, Ordinance 1991-33 (Tracts I & 3), and Ordinance 2001-92; and being more specifically described as follows: DH-4 BEGINNING at a point at the southeast comer of the property described in Ordinance 91 -033, Tract 1, being a point at the intersection of Allred Road and Bonnie Brae Road; THENCE North 00' 39' 53" West, 3265.02 feet along c' Bonnie Brae Road to a point, said point being the northeast comer of the property described in Ordinance 91-033, Tract 1, and also being the southeast corner of the property described in Ordinance 91-033, Tract 111; THENCE northerly along Bonnie Brae Road to appoint, said point being the southwest comer of the property described in Ordinance 2001-092; THENCE South 8911 29, 08" East, 1700.62 feet along the south line of the property described in Ordinance 2001-092 to a point; THENCE North 88' 46' 32" East, 1502.66 feet along the south line of the property described in Ordinance 2001-092 to a point for a comer; THENCE North 000 471 19" West, 2294.14 feet to a point for a corer; THENCE southerly along and near the median of Hickory Creek, a series of meanders totaling approximately 2411.54 feet to a point; THENCE South 20' 31' IT' East, 21.90 feet to a point for a comer, said point being the northwest comer of disannexation tract described in Ordinance 80-1, Tract III; THENCE southwesterly along the north boundary line of the property described in Ordinance 80 -1, Tract 111, same being the center of the channel of Hickory Creek to a point for a comer at the intersection of the north boundary line and the west right-of-way line of the Texas and Pacific Railroad; THENCE southwesterly along the right-of-way line of the Texas and Pacific Railroad to a point for a comer, said point being the southeast comer of the property described in Ordinance 80-1, Tract Ill and the northeast comer of the property described in Ordinance 79-082; THENCE continuing southwesterly along the right-Of-way line of the Texas and Pacific Railroad as described in Ordinance 79-082, to a point for a corner, said comer being the southeast comer of said ordinance and the also being the northeast comer of the property described in Ordinance 69-40, Tract 111; Thence northerly to the Point of Beginning, containing 347 acres, more or less. il-l-1 I L 11- w� AIJ w .? Lf ko r % a .....,_._.... nry._.,...m.. r• �y�C �iy M1� b "Y, M"'k " �"w✓' 14 'i�i.4pn,.r Y�,A t° w It N tXJ w'l tr {yf , k,J I 'f4llu h�"" , �'� � �..J�p^I,�..�1�.�, �n �.1 4.1" ,p•a' i/ /imi�WlplRiy Ip¢¢MPp� I �`l '`Pr 1G}} YypqY W C 4� Y^^�Rwtl �S r lit � 5 rf AML r e DH-4 Exhibit C 1. Being 5.356 acres of land, more or less, situated in the J. Severe Survey, Abstract No. 11. 64, Denton County, Texas, and being more -fully described in that certain Warranty Deed dated May 5, 2009 from Donald A. Barlow and Suzanne Barlow to Barlow Revocable Trust, filed for record on May 8, 2009 and recorded in Instrument Number 2009-55359 of the Real Property Records of Denton County, 'Texas. Said 5.356 acres of land, more or less, is commonly known as DCAD Properly H) 166855. 2. Being 140.607 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described in that certain Special Warranty Deed dated September 6, 2007 from Richard L. Burch to Burch Family Farm, Ltd., filed for record on September 13, 2007 and recorded in Instrument Number 2007-110039 of the Real Property Records of Denton County, Texas. Said 140.607 acres of land, more or less, is commonly known as DCAD Property ID 64685. 3. Being 11.958 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated February 4, 2002 from Mont L. Wilkes and Emrie A. Wilkes, husband and wife to Bradley A. Burks and wife, Mishelle L. Burks, filed for record on February 20, 2002 and recorded in Volume 5027, Page 1036 of the Real Property Records of Denton County, Texas. Said 11.958 acres of land, more or less, is commonly known as DCAD Property 119 241741. 4. Being 4.00 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated October 26, 1992 from Brighton Trading Company, L.C. to Lance T. Crawford and wife, Kimberly M. Crawford, filed for record on November 20, 1992 and recorded in Volume 3382, Page 952 of the Real Property Records of Denton County, 'Texas. Said 4.00 acres of land, more or less, is commonly known as DCAD Property ID 166848. 5. Being 7.932 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated January 28, 1994 from Jack Erickson to Don F. Logan and wife, Pat Logan; and Paul Tubbs and wife, Tammy Tubbs, filed for record on February 7, 1994 and recorded in Instrument Number 94-R0010473 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 4.390 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Warranty Deed dated October 22, 1998 from Don F. Logan and wife, Patricia A. Logan to Paul A. Tubbs and wife, Tammy D. Tubbs, filed for record on October 26, 1998 and recorded in Volume 4204, Page 547 of the Real Property Records of Denton County, Texas. Said 4.390 acres of land, more or less, is commonly known as DCAD Property ID 200811. The remaining 3.542 acres of land, more or less, is commonly known as DCAD Property ID .166853. 6. Being 6.460 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated October 28, 1992 from Brighton Trading Company, L.C. to Kevin M. Wade and Sheila L. Luster, filed for record on November 25, 1992 and recorded in Volume 3385, Page 616 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 0.574 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that Donation Deed dated March 3, 2005 from Kevin M. Wade and Sheila L. Luster to Denton County, Texas, filed for record on March 15, 2005 and recorded in Instrument Number 2005- 30082 of the Real Property Records of Denton County, Texas. The remaining called 5.88 acre tract is commonly known as DCAD Property ID 166850. 7. Being 5.978 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Assumption Warranty Deed dated February 11, 1993 from Bert Gibbs to David P. Norris, filed for record on February 24, 1993 and recorded in Volume 3455, Page 210 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 0.580 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Donation Deed dated February 12, 2005 from David P. Norris and Kathleen Norris to Denton County, Texas, filed for record on March 2, 2005 and recorded in Instrument Number 2005-24107 of the Real Property Records of Denton County, Texas. The remaining 5.398 acres of land, more or less, is commonly known as DCAD Property H) 166860. 8. Being 10.50 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated January 22, 2001 from Mont L. Wilkes and Emrie A. Wilkes, husband and wife to Rodney S. Preston and Kathy A. Preston, filed I-o• record on January 24, 2001 and recorded in Volume 4760, Page 1432 of the Real Property Records of Denton County, Texas. SAVE & EXCf,,PT: 0.014 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described in that certain Donation Deed dated February 10, 2005 Rodney S. Preston and Kathy A. Preston to Denton County, Texas, filed for record on March 2, 2005 and recorded in Instrument Number 2005-23926 of the Real Property Records of Denton County, "texas. The remaining 10.486 acres of land, more or less, is commonly known as DCAD Properly ID 233817. 9. Being 4.140 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated November 17, 1995 from Jack Erickson to Joseph A. Spears and Donna D. Spears, filed for record on November 21, 1995 and recorded in Instrument Number 95-R0072993 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 0.3981 acres of a called 0.775 acre parcel of land, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being described in that certain Donation Deed dated February 10, 2005 from Joseph Spears and Donna D. Spears to Denton County, Texas, filed for record on March 2, 2005 and recorded in Instrument Number 2005-23935 of the Real Property Records of Denton County, Texas. The remaining 3.7419 acres of land, more or less, is commonly known as DCAD Property 119 166852. Being 3.154 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated March 4, 1993 from Leslie Farmer to Joseph A. Spears and wife, Donna D. Spears, filed for record on March 11, 1993 and recorded in Instrument Number 93- R0014019 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 0.3769 acres of a called 0.775 acre parcel of land, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being described in that certain Donation Deed dated February 10, 2005 from Joseph Spears and Donna D. Spears to Denton County, 'Texas, filed for record on March 2, 2005 and recorded in Instrument Number 2005- 23935 of the Real Property Records of Denton County, 'Texas. The remaining 2.7771 acres of land, more or less, is commonly known as DCAD Properly ID 166864. 10. Being 7.000 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, 'Texas, and being more fully described in that certain Special Cash Warranty Deed dated September 13, 2000 from Mont L. Wilkes and Emrie A. Wilkes, husband and wife to Timothy T. Sutton and Jeanna M. Sutton, husband and wife, filed for record on September 14, 2000 and recorded in Volume 4674, Page 1217 of the Real Property Records of Denton County, Texas. Said 7.000 acres of land, more or less, is commonly known as DCAD Property 11) 227860. 11. Being 4.390 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Warranty Deed dated October 22, 1998 from Don F. Logan and wife, Patricia A. Logan to Paul A. Tubbs and wife, Tammy D. 'Tubbs, filed for record on October 26, 1998 and recorded in Volume 4204, Page 547 of the Real Property Records of Denton County, Texas. Said 4.390 acres of land, more or less, is commonly known as DCAD Property ID 200811. 12. Being an 80.133 acre tract of land, more or less, and a 20.00 acre tract of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described as Tract I and Tract 11, respectively, in that certain Special Warranty Deed dated August 21, 2000 from Calvary Cathedral, Inc. f/k/a Calvary Evangelistic Temple of Fort Worth, Inc. to Mont L. Wilkes and Emrie A. Wilkes, husband and wife, filed for record on August 25, 2000 and recorded in Volume 4661, Page 350 of the Real Property Records of Denton County, Texas and commonly known as DCAD Property ID 233817, DCAD Property ID 227860, and DCAD Property 11) 76883. SAVE & EXCEPT: 10.710 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described in that certain Warranty Deed dated March 1, 2001 from Mont L. Wilkes and wife, 13mrie A. Wilkes to Jack Brandenburger, filed for record on March 5, 2001 and recorded in Volume 4787, Page 690 of the Real Property Records of Denton County, Texas. Said 10.710 acres of land, more or less, is commonly known as DCAD Property H) 233816. Additionally SAVE & EXCEPT': 11.958 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated February 4, 2002 from Mont L. Wilkes and Emrie A. Wilkes, husband and wife to Bradley A. Burks and wife, Mishelle L. Burks, filed for record on February 20, 2002 and recorded in Volume 5027, Page 1036 of the Real Property Records of Denton County, Texas. Said 11.958 acres of land, more or less, is commonly known as DCAD Property H-) 24,1741. Additionally SAVE & EXCEPT: 0,096 acres of land, more or less, and 0.480 acres of land, more or less, situated in the William Roark Survey, Abstract No. 1087, Denton County, Texas, and described in Tract 2 and Tract 2N, respectively, of that certain Donation Deed dated May 26, 2004 from Mont L. Wilkes and Emrie A. Wilkes to Denton County, Texas, filed for record on June 22, 2004 and recorded in Instrument Number 2004-82062 of the Real Property Records of Denton County,Tcxas. The remaining called 39.939 acre tract of land, is commonly known as DCAD Property ID 132660. 13. Being 6.008 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Warranty Deed dated December 29, 1997 from Dennis Wayne Smith and wife, Kerri Wray Smith to Jess Youngker, filed for record on December 30, 1997 and recorded in Instrument Number 97-80090947 of the Real Property Records of Denton County, Texas. Said 6.008 acres of land, more or less, is commonly known as DCAD Property 11) 166863. 14. Being 6.266 acres of land, more or less, situated in the James Severe Survey, Abstract No. 1164, Denton County, Texas, and being more fully described in that certain Corrected General Assumption Warranty Deed corrected on January 11, 2010, but effective December 19, 2007 from Reichmarm Hills of Argyle, LLP to Thomas M. McMurray, filed for record on January 11, 2010 and recorded in Instrument Number 2010-2921 of the Real Property Records of Denton County, Texas. Said 6.226 acres of land, more or less, is commonly known as DCAD Properly ID 166866. SAVE & EXCEPT: 0.034 acres of land, more or less, previously conveyed by Donation Deed dated April 7, 2005 from Reichmann Hills of Argyle, L.L.P. to Denton County, Texas, filed for record on April 12, 2005 and recorded in Instrument Number 2005-42653 of the Real Property Records of Denton County, Texas. s:Alegal\ our documents \ordinances\15 \dh -I I annexing parcel. doe ORDINANCE NO. AN ORDINANCE ANNEXING AN AREA OF LAND TO THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS DH -11 OF APPROXIMATELY 62.2 ACRES LOCATED SOUTHEAST OF THE INTERSECTION OF MAYHILL ROAD AND MCKINNEY STREET, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO, WHICH AREA IS ADJACENT TO AND ABUTS THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, AND WHICH CONTAINS FEWER THAN 100 SEPARATE TRACTS OF LAND ON WHICH ONE OR MORE RESIDENTIAL DWELLINGS ARE LOCATED ON EACH TRACT; PROVIDING FOR INCLUSION OF A SERVICE PLAN IN THIS ORDINANCE; PROVIDING FOR CORRECTION OF THE CITY MAP TO INCLUDE THIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, this annexation is under the annexation procedures for areas exempted from an annexation plan pursuant to Tex. Loc. Gov't Code section 43.052(h); and WHEREAS, on May 4, 2010, the City Council adopted Ordinance No. 2010 -129, which ordinance annexed several tracts of land within an area designated as DH -I1, save and except certain properties who executed Non - Annexation Agreements for 5 year terms, pursuant to Texas Local Government Code, Section 43.035; and WHEREAS, the term of the NAA's have expired and new one -year term NAA's have have been offered and not accepted by the eligible property owners; and WHEREAS, the City is proceeding to annex the properties previously covered by the NAA's; and WHEREAS, the Denton City Council finds that there are fewer than 100 separate tracts of land on which one or more residential dwellings are located on the DH -1 l tract in the area to be annexed; and WHEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with The Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, all required notices, including written notice of intent to annex said area to each property owner, each public entity and each railroad company within said area as required by Section 43.062, Subchapter C -1, Local Government Code, and all public hearings and requirements for such annexation have been had in accordance with applicable law; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Gov't Code section 43.056 providing for full municipal services to such area, sAlegal\our documents \ordinances \15 \dh -1 1 annexing parcel.doc which service plan was made available to the public and explained at the scheduled public hearings; and WHEREAS, offers of non - annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and WHEREAS, the City Council, by prior action, has approved certain non - annexation agreements executed by eligible property owners within DH -1l; and WHEREAS, the City desires to affirm that structures, uses and facilities pre- existing in areas annexed under this Ordinance shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded by Subchapter 11 of the Denton Development Code, to the extent it is applicable; and WHEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton; 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as DH -11, as described in Exhibit "A ", attached hereto and incorporated herein, and as depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit "C" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. SECTION 5. This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. Page 2 s:Alegal \our documents \ordinances\I 5 \dh -1 l annexing parcel.doc SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non - annexation agreement associated with properties contained within DH -11. AND IT IS SO ORDERED. Passed by the City Council on I" reading this day of , 2015. Passed by the City Council on 2nd reading this day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY IC APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: %rz�'�1, CHRIS WATTS, MAYOR v Page 3 EXHIBIT "A" Annexation Tract DH11 ALL those certain lots, tracts or parcels of land lying and being situated in the County of Denton, State of Texas and presently being wholly surrounded and fully embraced by the Denton city limit boundaries of record and established by the annexation ordinances as follows: Ordinance 1965 -43 (Tract I), Ordinance 1973 -8 , Ordinance 1981 -94, Ordinance 1983 -18, Ordinance 1983 -19, Ordinance 1983 -134, Ordinance 1986 -13, and Ordinance 1986 -129; and being more specifically described as follows: DH -11 BEGINNING at appoint at the intersection of the properties described by Ordinance 65- 43, Tract I and Ordinance 83 -134, said point being the southwest corner of the property described in Ordinance 83 -134; THENCE southwesterly along the south line of the property described in Ordinance 83- 134 to a point intersecting the west line of the property described in Ordinance 86 -13; THENCE South I' 11' 58" East, 78.75 feet to a point for a corner; THENCE South 0° 14' 47" East, 321.99 feet to a point for a corner; THFNCF South l ° 00' 54" West, 692.37 feet to a point for a corner; THENCE South 88° 07' 49" East, 158.15 feet to a point for a corner; THENCE South I° 00' 46" East,. 798.58 feet to a point for a corner; THENCE South 89° 30' 13" East, 812.67 feet to a point for a corner; THENCE North l' 00' 46" West, 798.58 to a point for a corner; THENCE North 0° 10' 40" East to a point for a corner, said corner being on the south line of the property described in Ordinance 83 -134; THENCE southeasterly along the south line of the property described in Ordinance 83- 134 to a point, said point being the southeast corner of the said property and intersecting with the property described in Ordinance 86 -129; THENCE southeasterly along the south line of the property described in Ordinance 86- 129, approximately 1790.55 feet to a point for a corner; THENCE southerly along the west line of the property described in Ordinance 86 -129 to an intersection with the property described in Ordinance 83 -18; THENCE westerly along the center line of Pecan Creek, approximately 535.62 feet, as described in Ordinance 83 -18, to a point in the center of Pecan Creek, said point being the southeast corner of the property described in Ordinance 81 -094; THENCE along the center line of Pecan Creek, approximately 2317 feet, as described in Ordinance 81 -094 to a point for a corner, said point being the southernmost point of the property described in Ordinance 83 -19; THENCE along the center line of Pecan Creek, approximately 3454.72 feet, as described in Ordinance 83 -19 to a point for a corner; THENCE South 65° 45' 12" East, 96.30 feet, to a point of intersection with the property described in Ordinance 81 -94; THENCE North 65° 45' 12" West, 289.86 feet to a point for a corner; THENCE along the center line of Pecan Creek, approximately 2232.33 feet as described in Ordinance 81 -94 to a point for a corner; THENCE North 88° 12' West, 31.80 feet to a point for a corner; THENCE South 3° 51' 32" West, 160 feet to appoint for a corner; THENCE North 860 43' 28" West, 1450 feet to a point for a corner, said point being on the east right -of -way of Mayhill Road; THENCE northerly along the east right -of -way line of Mayhill Road as described in Ordinance 73 -08 to a point, said point being the southeast corner of the property described in Ordinance 65 -43, Tract I; THENCE northerly along the east side of Mayhill Road as described in Ordinance 65 -43, Tract I to the Point of Beginning. E:-kiki+ E) tv �-Lmvo i-sod V) 13 IS NIWI rF U, 'j,401,417 CY) 04 ti NI HsnHfiici ru 0n ic) E r m to QI TS C CS Fq Exhibit C CITY OF DENTON SERVICE PLAN 2015 Annexation I. AREA ANNEXED The areas to be annexed include approximately 620.86 acres of land contained in eight (8) areas. Four annexation areas consist of approximately 478.78 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 142.08 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. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation areas. These services include: 1. 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. Emergency 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 PAA1, 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. 91 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. I H. Parks, Playllrounds, Swimminp, 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. VI. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. 5 sAlegahour (locti:ileiiis \or(iiiiaiices\I 5\paal annexing parcel.doc ORDINANCE NO. AN ORDINANCE ANNEXING AN AREA OF LAND TOTHE CITY Of,DENTON, TEXAS, GENERALLY IDENTIFIED AS PAAI OF APPROXIMATELY 164.10 ACRES (LESS THOSE PARCELS IDENTIFIED IN EXHIBIT "C") LOCATED ON THE SOUTH SIDE OF JIM CHRISTAL ROAD, THE NORTH SIDE OF TOM COLE ROAD, WEST OF MASCH BRANCH ROAD, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO, WHICH AREA IS ADJACENT TO AND ABUTS THE EXISTING CITY LIMITS OF THE CITY OF DENTON,'I'EXAS, AND WHICH CONTAINS FEWER THAN 100 SEPARATE TRACTS OF LAND ON WF1ICI4 ONE OR MORE RESIDENTIAL DWELLINGS ARE LOCATED ON EACI-I TRACT; PROVIDING FOR INCLUSION OF A SERVICE PLAN IN THIS ORDINANCE; EXCLUDING PROPERTIES WITHIN PAAI SUBJECT TO NON-ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE FROM 'THE ANNEXATION; PROVIDING FOR CORRECTION OF TI IE CITY MAP TO INCLUDE THIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C-1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, this annexation is Linder the annexation procedures for areas exempted from an annexation plan pursuant to Tex. Loc. Gov't Code section 43.052(h); and WHEREAS, the Denton City Council finds that there are fewer than 100 separate tracts of land on which one or more residential dwellings are located on the PAAI tract in the area to be annexed; and WHEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with The Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, all required notices, including written notice of intent to annex said area to each property owner, each public entity and each railroad company within said area as required by Section 43.062, Subchapter C-1, Local Government Code, and all public hearings and requirements for such annexation have been had in accordance with applicable law; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Gov't Code section 43.056 providing for full municipal services to such area, which service plan was made available to the public and explained at the scheduled public hearings; and WHEREAS, offers of non-annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and s:\Iegal\otirdocuiiients\or(Iiiiatices\15\pa,AI annexing parcel ,doe WHEREAS, the City Council, by prior action, has approved certain non-annexation agreements executed by eligible property owners within PAAI; and WHEREAS, the City desires to affirm that structures, uses and facilities pre-existing in areas annexed under this Ordinance, or in areas subject to non-annexation agreements within PAAI approved by prior action, shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded by Subchapter 11 of the Denton Development Code, to the extent it is applicable; and WHEREAS, under the previously approved non-annexation agreements between an eligible property owner and the City, the lands subject to the agreements retain their extraterritorial status and the owners of such lands must abide by the City's development regulations as if such lands were within the City limits, as provided further in such agreement; and WHEREAS, the land which is adjacent or contiguous to an area subject to a non- annexation agreement is considered adjacent or contiguous to the City for purposes of annexation; and WHEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton, save and except those properties subject to prior approved non-annexation agreements within PAAI; 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as PAAI, as described in Exhibit "A", attached hereto and incorporated herein, and as depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), save and except for those properties described in Exhibit "C", which are subject to certain non-annexation agreements, executed by property owners within PAAI and previously approved by the City, due to their use for agricultural, wildlife management or timberland purposes as described in Section 43.035, Subchapter B, Local Government Code, is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit "D" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. Page 2 sAlegaRour documents\ordinances\1 5\paa I annexing parcel. doc SECTION 5. 'This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non-annexation agreement associated with properties contained within PAA I. AND IT IS SO ORDERED. Passed by the City Council on 1st reading this day of 2015. Passed by the City Council on 2nd reading this day of 2015. ATTEST: I IENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANF ,,tA BURGESS, CITY ATTORNEY BY: Page 3 CHRIS WATTS, MAYOR MOVEr � Annexation Tract PAA1 (Pm,u1 of 2) BEGINNING u1 point u1the northwest comer o[ tract dmaodbod in Ordinance 2006-205, and further described in said Ordinance as a 1/2 ioob pin in the Center ufTom Cole Road (eaut-*esJ road) and C. Wolfe Road from the south; THENCE South 881 55' 44" Bxut , along the present Denton city limit line as established by Ordinance 2006-205 and being the northerly line of the tract described in Ordinance 2006'205' udistanuo of 4,685.36 feet, generally with center uCsaid Tom Cole Road to on "x'` cut inu concrete bridge; THENCE continuing along the northerly line of the property described in'Ordinance 2O0d-205, and further described io said Ordinance en North 89o43` l3" East, udistance of2'5gl.29feet, generally with the center ufsaid Tom Cole Road, to' u point described in Ordinance 2000-205uou3/4 inch iron pin set u< the nn�h000tcorner of the property described in Ordinance 2006-205, said point also being described in Ordinance 69-40 (Tract l) ox the southeast comer of the David Davis Survey, Abstract 356; THENCE northerly along the easterly line of the said David Davis Survey, said line also being tile westerly |inaoftb6 VVno. Wilburn Survey, Abstract l4\9` along the present Denton city limit line as established by Ordinance 1969-40 (Tract l)udistance as described in Ordinance 69-40un 2,642 feet 1oapoint being the northeast comer nfthe said David Davis Survey; THENCE westerly, along the present Denton city |imoi1 line as established by Ordinance 1969-40 (Tract 1) along the northerly line of the said David Davis Survey and described in Ordinance 69-40 as adiwtouoc of 341 feet toa point for corner, said point described in Ordinance 69-40 (Tract Dux the southwest cornorof1be said lVrn. Wilburn Survey; THENCE northerly along the present Denton city limit line as established by Ordinance i969-4O (Tract D and along the westerly line ny the said Wm. Wilburn Survey adistance of |,853 feet tou point described io Ordinance d9'40um the southeast corner of the M.D. Davis Survey, Abstract Number 377, and also described as the northeast corner of a tract nf land conveyed to Malcolm D4. Long hy deed recorded iuyo\urne389' Page 30go[the Deed Records of Denton County, Texas, said point also being tile southeast corner of an City of Denton annexation tract established and described by Ordinance 1983-90; THENCE South BV" 28` l5" West, along tile present Denton city |icnii line as established hy Ordinance )9Q]-90a distance of 2,359.92 feet (as described in Ordinance 83-90)toa point for acorner; THENCE North 00» 05` 54" West, along the present Denton city limit line as established by Ordinance l9Q3-90'u distance ofd00.4O feet (as described lo Ordinance Q3-90)tou point for a corner; Annexation Tract PAA1 (Page 2nf 2) THENCE West, along the present Denton city limit line uo established hvOrdinance lVQ3-90,a distance of67l6V feet (as described io Ordinance 8]-y0)1na point for u comer lying io the middle of Hickory Creek; 7]{BNCC North' along the present Denton city limit )iuc as established by Ordinance ' 1983-90' and along the middle of Hickory Creek with its meanders tn the center ofJim Chriuta) Road (as described in Ordinance 83-90) to a point for a comer, said point also lying on the south line of a City of Denton annexation tract established and described by Ordinance 1986-48; ` THENCE North O9^55` 00" West with said Jim Chdoto| Road, along the present Denton city limit line uu established by Ordinance l8Dd-48' also being the southerly line ofthe C./4. Orr Survey, Abstract Number 983'x distance o[3,435 feet toa point for ocorner, said point being the southwest corner of said Ordinance 1986-48 annexation tract; THENCE South a distance of30 feet 1ua point iu the south hubt-of-nmy line ofJim ,CbziokdIloud; THENCE West, along the south right-of-*� line of Jim CbdntuJ Road a distance of475 feet to apuiu1 for corner, said point being the intersection of the south right-of-way of Jim Chriata} Road and the east r|ght-of-*uy line ofC. Wolfe Road; TBBNCB in aoVutbcdy direction, along courses and distances of the easterly implied right-of-way line of C. Wolfe Road, ot*iu] dia|unoo of 7,875 to apmiot for corner, said point being the intersection of the east rigbt-uf-vvuy line nf C. Wolfe Road and the north right-of-*ay line o[ Tom Cole Road; ' THENCE East, along the north riohi~of-way line ofTom Cole Road u distance oy5OO feet toapoint for corner; THENCE South, crossing Tom Cole Road midway, adiotunoo of25 feet to the POINT OF BEGINNING and containing 1, 152 acres of land. 7% co I Exhibit B 1.� %?l 9 to Fl iws PAA- I Exibit C 1 . Being 12.611 acres of land, more or less, situated in the A. Miller Survey, Abstract No. 887 and the Gibson Myers Survey, Abstract No. 843, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated May 29, 1997 from Andrew J. Strickland and wife, Terry L. Strickland to Deborah June Cottle and Jon Michael King, filed for record on June 2, 1997 and recorded in Instrument Number 97-80036121 of the Real Property Records of Denton County, Texas. Said 12.611 acres of land, more or less, is commonly known as DCAD Property 11) 173419. 2. Being 6.000 acres of land, more or less, situated in the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated May 11, 2004 from Charles Howell and wife, Kami Howell to Patrick J. C De Baca and wife, Laura C De Baca, filed for record on May 28, 2004 and recorded in Instrument Number 2004-70011 of the Real Property Records of Denton County, Texas. Said 6.000 acres of land, more or less, is commonly known as DCAD Property 11) 179482. 3. Being 5.433 acres of land, more or less, situated in the David Davis Survey, Abstract No. 356, Denton County, Texas, and being more fully described in that certain General Warranty Deed dated July 9, 1999 from Loe, Warren, Rosenfield, Kaitcher & Hibbs, P.C. to Henry L Evans, Jr., filed for record on July 26, 1999 and recorded in Volume 4388, Page 22 of the Real Property Records of Denton County, Texas. Said 5.433 acres of land, more or less, is commonly known as DCAD Properly ID 164577. 4. Being 10.036 acres of land, more or less, situated in the Gibson Myers Survey, Abstract No. 843 and the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated May 4, 1994 from Eagle Farms, Inc. and John Porter Auto Sales, Inc. to Charles L. Gregory and wife, Mary R. Gregory, filed for record on May 11, 1994 and recorded in Instrument Number 94-80038707 of the Real Property Records of Denton County, Texas. Said 10.036 acres of land, more or less, is commonly known as DCAD Properly ID 173418. 5. Being 10.00 acres of land, more or less, situated in the D. Davis Survey, Abstract No. 356, Denton County, Texas, more fully described in Tract One of that Special Warranty Deed dated June 4, 2012, from The William T. Hall, Jr. and Dorothy B. Hall Revocable Living Trust and The W.T. Hall, Jr. Share B Trust to Sue Hall Allen, filed for record on June 13, 2012 and recorded in Instrument Number 2012-63255 of the Real Property Records of Denton County, Texas. Said 10.00 acre tract of land is commonly known as DCAD Properly ID 53 72 75. Being 22.15 acres of land, more or less, situated in the S.C. Wright Survey, Abstract No. 1366, Denton County, Texas, more fully described in Tract Two of that Special Warranty Deed dated June 4, 2012, from The William T. Hall, Jr. and Dorothy B. Hall Revocable Living Trust and "I'lie W.T. Hall, Jr. Share B Trust to Sue I-lall Allen, filed for record on June 13, 2012 and recorded in Instrument Number 2012-63255 of the Real Property Records of Denton County, Texas. Said 22.15 acre tract of land is commonly known as DCAD Properly ID 53 72 76. 6. A 3.13 acre tract of land, more or less, situated in the D. Davis Survey, Abstract No. 356, Denton County, Texas more fully describes in that Special Warranty Deed dated March 29, 2014, from Thomas Kent I lall to Jack Buchanan Hall and Cynthia Ann Hall, filed for record on September 22, 2014 and recorded in Instrument Number 2014-96406 of the Real Property Records of Denton County, Texas. Said 3.13 acre tract of land is commonly known as DCAD Properly ID 651278. 7. Being 5.000 acres of land, more or less, situated in the Samuel C. Wright Survey, Abstract No. 1366, Denton County, Texas and being more fully described in that certain Warranty Deed from William T. Hall, Jr. and wife, Dorothy Rose Hall to William T. Hall, III and wife, Cynthia J. Hall, filed for record on February 16, 1977 and recorded in Volume 822, Page 729 of the Real Property Records of Denton County, "Texas. Said 5.000 acres or land, more or less, is commonly known as DCAD Properly ID 64432. 8. Being 19.43 acres of land, more or less, situated in the S.C. Wright Survey, Abstract No. 1366, Denton County, Texas, more fully described in Tract Two of that Special Warranty Deed dated June 4, 2012, from the William 1'. Hall, Jr. and Dorothy B. Hall Revocable Living Trust and The W.T. Hall, Jr. Share B Trust to Charles M. 1--fall, filed for record on June 13, 2012 and recorded in Instrument Number 2012-63258 of the Real Property Records of Denton County, Texas. Said 19.43 acre tract of land is commonly known as DCAD Properly ID 537281. 9. Being 16.47 acres of land, more or less, situated in the S.C. Wright Survey, Abstract No. 1366, Denton, County, Texas, more fully described in Tract Two of that Special Warranty Deed dated June 4, 2012, from the William T. Hall, Jr. and Dorothy B. Hall Revocable Living Trust and The W.T. Hall, Jr. Share B Trust to William T. Hall, 111, filed for record on June 13, 2012 and recorded in Instrument Number 2012-63257 of The Real Property Records of Denton County, Texas. Said 16.47 acre tract of land is commonly known as DCAD Properly ID 537280. 10. Being 8.50 acres of land, more or less, situated in the S.C. Wright Survey, Abstract No. 1366, Denton County, Texas, more fully described in Tract Two of that Special Warranty Deed dated June 4, 2012, from The William T. Hall, Jr. and Dorothy B. Hall Revocable Living Trust and The W.T. Hall, Jr. Share B Trust to Thomas Kent Hall, filed for record on June 1. 3, 2012 and recorded in Instrument Number 2012-63260 of the Real Property Records of Denton County, Texas. Said 8.50 acre tract of land is commonly known as DCAD Property 11) 53 728 7; Being 8.16 acres of land, more or less, situated in the S.C. Wright Survey, Abstract No. 1366, Denton County, Texas, more fully described in Tract One of that Special Warranty Deed dated June 4, 2012, from The William T. Hall, Jr. and Dorothy B. Hall Revocable Living Trust and The W.T. Hall, Jr. Share B Trust to Thomas Kent Hall, filed for record on June 13, 2012 and recorded in Instrument Number 2012-63260 of the Real Property Records of Denton County, Texas. Said 8.16 acre tract of land is commonly known as DCAD Property ID 64425; and Being 13.43 acres of land, more or less, situated in the D. Davis Survey, Abstract No. 356, Denton County, Texas, more fully described in 'Tract Three of that Special Warranty Deed dated June 4, 2012, from The William T. Hall, Jr. and Dorothy B. Hall Revocable Living Trust and The W.T. Hall, Jr. Share B Trust to Thomas Kent Hall, filed for record on June 13, 2012 and recorded in Instrument Number 2012-63260 of the Real Property Records of Denton County, Texas. SAVE AND EXCEPT a 3.13 acre tract of land, more or less, situated in the D. Davis Survey, Abstract No. 356, Denton County, Texas, more fully described in that Special Warranty Deed dated March 29, 2014, from Thomas Kent Hall to Jack Buchanan Hall and Cynthia Ann Hall, filed for record on September 22, 2014 and recorded in Instrument Number 2014-96406 of the Real Property Records of Denton County, Texas. Said 3.13 acre tract of land is commonly known as DCAD Property ID 651278. Leaving a called 10.3 acre tract of land commonly known as DCAD Property ID 36641. 11. Being 13.41 acres of land, more or less, situated in the D. Davis Survey, Abstract No. 356, Denton County, Texas, more fully described in that Special Warranty Deed dated September 12, 2014, from William "f. Hall, 1.11 to Jack Buchanan Hall and Cynthia Ann Hall, filed for record on September 22, 2014 and recorded in Instrument Number 2014- 96407 of the Real Property Records of Denton County, Texas. Said 13.41 acre tract of land is commonly known as DCAD Property ID 53 72 79. 12. Being 10.00 acres of land, more or less, situated in the D. Davis Survey, Abstract No. 356, Denton County, Texas, more fully described in that Special Warranty Deed dated December 12, 2012, from Charles M. Hall to Jack B. Hall and Cynthia Ann Hall, filed for record on December 14, 2012 and recorded in Instrument Number 2012-141975 of the Real Property Records of Denton County, Texas. Said 10.00 acre tract of land is commonly known as D(-,'AD Property ID 537282 and DCAD Property ID 537283. 13. Being 10.14 acres of land, more or less, situated on the S.C. Wright Survey, Abstract No. 1366, Denton County, Texas, more fully described in 'Tract One of that Special Warranty Deed dated June 4, 2012, from the William T. Hall, Jr. and Dorothy B. Hall Revocable Living trust and the W.T. Hall, Jr. Share B Trust to Jack B. Hall, filed for record on June 13, 2012 and recorded in Instrument Number 2012-63259 of the Real Property Records of Denton County, Texas. Said 10.14 acre tract of land is commonly known as DCAD Property ID 537286; and Being 18.25 acres of land, more or less, situated in the D. Davis Survey, Abstract No. 356, Denton County, Texas, more fully described in Tract One of that Special Warranty Deed dated June 4, 2012, from the William T. Hall, Jr. and Dorothy B. Hall Revocable Living 'Trust and 'The W.T Hall, Jr. Share B Trust to Jack B. Hall, filed for record on June 13, 2012 and recorded in Instrument Number 2012-63259 of the Real Property Records of Denton County, 'Texas. Said 18.25 acre tract of land is commonly known as DCAD Property ID 537285 and DCAD Property ID 155005. 14. Being 5.000 acres of land, more or less, situated in the Samuel C. Wright Survey, Abstract No. 1366, Denton County, Texas, and being more fully described in that certain Warranty Deed dated April 24, 1975 from W.T. Hall, Jr. and wife, Dorothy R. Hall to Jack B. Hall and Cynthia A. Hall, filed for record on April 30, 1975 and recorded in Volume 743, Page 92 of the Real Property Records of Denton County, Texas. Said 5.000 acres of land, more or less, is commonly known as DCAD Property ID 64431. 15, Being 54.87 acres of land, more or less, situated in the S.C. Wright Survey, Abstract No. 1366, Denton County, Texas, more fully described in Tract Two of that Special Warranty Deed dated June 4, 2012, from the William T. Hall, Jr. and Dorothy B. Hall Revocable Living Trust and The W.T. Hall, Jr. Share B Trust to Jan Hall, filed for record on June 1. 3, 2012 and recorded in Instrument Number 2012-63256 of the Real Property Records of Denton County, Texas. Said 54.87 acre tract of land is commonly known as DCAD Property 537277; and Being 8.20 acres of land, more or less, situated in the D. Davis Survey, Abstract No. 356, Denton County, "Texas, more fully described in Tract One of that Special Warranty Deed dated June 4, 2012, from The William T. Hall, Jr. and Dorothy B. Flall Revocable Living Trust and The W.T. Hall, Jr. Share B 'Trust to Jan 1 -Tall, filed for record on June 13, 2012 and recorded in Instrument Number 201.2-63256 of the Real Property Records of Denton County, Texas. Said 8.20 acre tract of land is commonly known as D(AD Property ID 537278. 16. Being 30.000 acres of land, more or less, situated in the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated May 3, 1994 from Eagle Farms, Inc., and John Porter Auto Sales, Inc. to Joey Hurst and Daphne Hurst, filed for record on May 5, 1994 and recorded in Instrument Number 94-80036941 of the Real Property Records of Denton County, Texas. Said 30.000 acres of land, more or less, is commonly known as DCAD Property 11) 173429. 17. Being Lot 1, Block A, Williamson Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet L, Slide 278 of the Plat Records of Denton County, Texas, and conveyed in that certain Warranty Deed with Vendor's Lien dated March 3, 1999 from Jeffrey R. Goff and Mary Amanda Goff to Joey Wayne Hurst a/k/a Joey Hurst and Daphne D. Hurst, filed for record on March 4, 1999 and recorded in Volume 4289, Page 2139 of the Real Property Records of Denton County, Texas. Said Lot 1, Block A, Williamson Estates is commonly known as DCAD Property ID 173015. 18. Being 12.456 acres of land, more or less, situated in the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described as Tract I in that certain Warranty Deed with Vendor's Lien dated January 2, 1998 from John Porter Farms, Inc. to Larry Pockrus and Ladonna Pockrus, filed for record on January 7, 1998 and recorded in Volume 4004, Page 942 of the Real Property Records of Denton County, Texas. Said 12.456 acres of land, more or less, is commonly known as DCAD Property ID 179483. 19. Being 25.00 acres of land, more or less, situated in the Gibson Myers Survey, Abstract No. 843 and the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described in that certain Warranty Deed dated February 18, 1997 from Mark Gardner and wife, Marilyn Gardner to Michael P. Pritchard and wife, Tammy D. Pritchard, filed for record on February 19, 1997 and recorded in Instrument Number 97- 80010658 of the Real Property Records of Denton County, Texas. Said 25.00 acres of land, more or less, is commonly known as DCAD Property 11) 168338 and DCAD Property ID 168330, respectively. 20. Being 5.227 acres of land, more or less, situated in the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated August 10, 1994 from Eagle Farms Inc. and John Porter Auto Sales, Inc. to Larry Pockrus and wife, Ladonna Pockrus, filed for record on September 9, 1994 and recorded in Instrument Number 94-80069728 of the Real Property Records of Denton County, Texas. Said 5.227 acres of land, more or less, is commonly known as DCAD Property 119.174343. 21, Being 7.268 acres of land, more or less, situated in the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated August 10, 1994 from Eagle Farms Inc. and John Porter Auto Sales, Inc. to Larry Pockrus and wife, Ladonna Pockrus, filed for record on September 8, 1994 and recorded in Instrument Number 94-R0069727 of the Real Property Records of Denton County, Texas. Said 7.268 occca of land, more or \cmm, is commonly known uuD(AD Property 119 174342. 22. Being 10.00 acres n[ land, more or less, situated io the Gibson Myers Survey, Abstract No. 843 and the A. Miller Survey, Abstract No. 887, DcD1oo County, Texas, and being more fully described iu that certain Warranty Deed with Vendor's Lien dated May 10, |Vg4 from Eagle PVrznS, Inc. and John Porter Auto Sales, Inc. t0 Bruce Putnam and wife, Donna Putnam, filed for record oo May [7,l0g4 and recorded io Instrument Number V4-R0A403\]of the Real Property Records 0f Denton County, Texas. Said 10.000 acres ofland, more 0rless, is ooruzoouly known as T)CA/) /'r0nor/y I] 174330. 23. Being 6.266 acres Of land, more orless, situated iu the /\. Miller Survey, Abstract No. 887, T)eo1oD County, Texas, and being more fully described iu that certain Warranty Deed with Vendor's Lien dated August 5, 1444 from Eagle Farms Inc. oodJnhn Porter Auto Sales, Inc. to John Werner and wife, Tmuzcrn Werner, filed for record ou September 8,1qq4 and recorded in Instrument Number 94-ROO69725 of the Real Property Records of Denton County, Texas. Said 6.266 acres of land, more or less, ia commonly known oa/)(A1} Properly {D/7434/. 24. Being 1.843 acres of land, more or less, situated in the A. Miller Survey, Abstract No. 887` Denton County, Texas, and being more fully described iu that certain Cash Warranty Deed dated January 2, 1098 from {)o1hcd H. Wiley and Ruth A. Wiley 1n John D. Werner and Tuuzczu L. 0Vcruur, filed for record on jnuuozY 5, 1998 and recorded in \/nlnruc 4002, Page 1353 0[ the Real Property Records nf Denton County, Texas. Said 1.843 acres 0f land, more or \e8S` is commonly known 8SDLAI) Properly ID 36694. 25. Being 15.00 acres of land, more or less, situated in the A. Mi[[cc Survey, Abstract No. 887 and the Gibson Myers Survey, Abstract No. 843, Denton County, Texas, and being more fully described in that coduiu W8zruu1Y Deed with Vendor's [icu dated November 11, 1493 from IIug|c Farms, Inc. to Gary Wiley and wife, Tamara Wiley, filed for record oo November 74, 1493 and roo0zdcd in Instrument Number 93-UL0O85412 of the Real Property Records of Denton County, '[cxue. Said 15.00 acres oFlaud` more Or less, is couzzuoD}y koovvu as {)CA1) Properly 11) 170983 and /)CAD Properly {D 170981, ru.smuc//vu/". 26. Being ncalled 132.433 acre tract Ofland, more or less, ai(uo1cd io the John Wright Survey, Abstract No. l365 and the David Davis Survey Abstract No. 356, Denton Couoty,Tczue,and being more fully described in that certain Special Warranty Deed with Vendor's I..,ien dated April 24, 1493 from Tarrant Bank to ]0e l)oo Womack, filed for record on May 4, 1993 and recorded in Instrument Number 93-ROO26909 of the Real Property Records of Denton County, Texas. Said 132.433 acre tract ofland, more or less, is commonly known no /}CA/l Properly //)3670g and /)/A/) Properly //)3663/irespectively. 27. Being the South one-half (1/2) of a 150.89 acre tract of land, more or less, situated in the Isaac McCormick Survey, Abstract No. 955, Denton County, Texas, described in that certain Warranty Deed dated January 3, 1966 from Walter B. (Bud) Wolf; Grace Yarbrough and husband, M.C. Yarbrough, Jr.; and Mabel Dickey and husband, G.C. Dickey, filed for record on January 25, 1966 and recorded in Volume 533, Page 544 of the Real Property Records of Denton County, Texas. Said South one-half (1/2) of the 150.89 acre tract of land, more or less, is commonly known as DCAD Property ID 36702. 28. Being 152 acres of land, more or less, situated in the Ann E. Mays Survey, Abstract No. 844, Denton County, Texas, described in Tract I of that certain Settlement Agreement dated September 12, 2000 by and between Jeraldine Covington, as Personal Representative of the Estate of Mabel W. Dickey, Deceased, Jeraldine Covington, James Covington, Bert E. Yarbrough and Betty Schluter, filed for record on September 12, 2001 and recorded in Volume 4920, Page 3183 of the Real Property Records of Denton County, Texas. Said 152 acres of land, more or less, is commonly known as DCAD Property ID 37080 (Ind DCAD Property ID 37077, respectively. 29. Being the North one-half (1/2) of the 150.89 acre tract of land, more or less, situated in the Isaac McCormick Survey, Abstract No. 955, Denton County, Texas, described in Tract 2 of that certain Settlement Agreement dated September 12, 2000 by and between Jeraldine Covington, as Personal Representative of the Estate of Mabel W. Dickey, Deceased, Jeraldine Covington, James Covington, Bert E. Yarbrough and Betty Schluter, filed for record on September 12, 2001 and recorded in Volume 4920, Page 3183 of the Real Property Records of Denton County, Texas. Said North one-half (1/2) of the 150.89 acre tract of land, more or less, is commonly known as DCAD Property 119 36705. 30. Being 9.14 acres of land, more or less, situated in the I. McCormick Survey, Abstract No. 955, Denton County, Texas, and being more fully described in that certain Quit Claim Deed dated March 20, 2008 from Eagle Oil & Gas Co. to Bert Yarbrough and Betty Yarbrough Schluter, filed for record on March 28, 2008 and recorded in Instrument Number 2008-57703 of the Real Property Records of Denton County, "Texas. Said 9.14 acres of land, more or less, is commonly known as DCAD Property 119 36699. 31. Being 14.50 acres of land, more or less, situated in the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated February 18, 2004 from Phillip E. Crombie and Desiree A. Crombie to Leslie Buell, filed for record on February 23, 2004 and recorded in Instrument Number 2004- 22281 of the Real Property Records of Denton County, Texas. Said 14.50 acres of land, more or less, is commonly known as DCAD Property ID 170982. 32. Being 10.000 acres of land, more or less, situated in the Gibson Myers Survey, Abstract No. 843 and the A. Miller Survey, Abstract No. 887, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated May 24, 1994 from Eagle Farms, Inc. and John Porter Auto Sales, Inc. to Joe Burton Harris and wife, Jean Ann Harris, filed for record on June 8, 1994 and recorded in Instrument Number 94-80046325 of the Real Property Records of Denton County, Texas. Said 10.000 acres of land, more or less, is commonly known as DCAD Property ID 173423. sAlegakour documents\ordinances\1 5\j)aa2 annexing parcekloc ORDINANCE NO. AN ORDINANCE ANNEXING AN AREA OF LAND TO THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS PAA2 SOUTH OF APPROXIMATELY 62.65 ACRES (LESS THOSE PARCELS IDENTIFIED IN EXHIBIT "C ") LOCATED ON THE SOUTH SIDE OF FM 1173, NORTH OF W. UNIVERSITY DRIVE, WEST OF 1-35, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO, WHICH AREA IS ADJACENT FO AND ABU'T'S THE EXISTING CITY LIMITS OFTI-IE CITY OF DENTON, TEXAS, AND WI-IICFI CONTAINS FEWER THAN 100 SEPARATE TRACTS OF LAND ON WHICH ONE OR MORE RESIDENTIAL DWELLINGS ARE LOCATED ON EACH TRACT; PROVIDING FOR INCLUSION OF A SERVICE PLAN IN THIS ORDINANCE; EXCLUDING PROPERTIES WITHIN PAA2 SOUTH SUBJECT TO NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE FROM THE ANNEXATION; PROVIDING FOR CORRECTION OF THE CITY MAP TO INCLUDE THIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C-1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, this annexation is under the annexation procedures for areas exempted from an annexation plan pursuant to Tex. Loc. Gov't Code section 43.052(h); and WHEREAS, the Denton City Council finds that there are fewer than 100 separate tracts of land on which one or more residential dwellings are located on the PAA2 South tract in the area to be annexed; and WHEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with The Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, all required notices, including written notice of intent to annex said area to each property owner, each public entity and each railroad company within said area as required by Section 43.062, Subchapter C-1, Local Government Code, and all public hearings and requirements for such annexation have been had in accordance with applicable law; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Gov't Code section 43.056 providing for full municipal services to such area, which service plan was made available to the public and explained at the scheduled public hearings; and WHEREAS, offers of non-annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and sAlegal\our d0CL1111e11ts\ordinanees\1 5\p,-ia2 annexing parcel.doc WHEREAS, the City Council, by prior action, has approved certain non-annexation agreements executed by eligible property owners within PAA2 South; and WHEREAS, the City desires to affirm that structures, uses and facilities pre-existing in areas annexed under this Ordinance, or in areas subject to non-annexation agreements within PAA2 South approved by prior action, shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded by Subchapter 11 of the Denton Development Code, to the extent it is applicable; and WHEREAS, under the previously approved non-annexation agreements between an eligible property owner and the City, the lands subject to the agreements retain their extraterritorial status and the owners of such lands must abide by the City's development regulations as if such lands were within the City limits, as provided further in such agreement; and WHEREAS, the land which is adjacent or contiguous to an area subject to a non- annexation agreement is considered adjacent or contiguous to the City for purposes of annexation; and WHEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton, save and except those properties subject to prior approved non-annexation agreements within PAA2 South; 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as PAA2 South, as described in Exhibit "A", attached hereto and incorporated herein, and as depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), save and except for those properties described in Exhibit "C", which are subject to certain non-annexation agreements, executed by property owners within PAA2 South and previously approved by the City, due to their use for agricultural, wildlife management or timberland purposes as described in Section 43.035, Subchapter B, Local Government Code, is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit "D" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. Page 2 sAlegakour d0CL1ments\ordinances\1 5\1)aa2 annexing parcel.doc SECTION 5. This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non-annexation agreement associated with properties contained within PAA2 South. AND IT' IS SO ORDERED. Passed by the City Council on Is' reading this day of 2015. Passed by the City Council on 2nd reading this day of . . .. ........ 2015. CHRIS WATTS, MAYOR ATTEST': JENNIFER WALTERS, CITY SECRETARY 10%14 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY y, )c BY: �,AAA C"x Page 3 1 *46VI 1511,011 BEGINNING at point oo the present Denton ' limit line, being the northwest comer of a tract described iu annexation Ordinance 2007-268, and further described insaid ordinance as m right-of-way marker post for u corner [n the south line ofFarm-tu-Market \)73 and ln the east line ofthe,Gu|[ Colorado and Santa Re Rui)roudCornpaoyhgh(-of- THENCE South 22' 46' 2 1 " East, along the present Denton city limit line as established and described io Ordinance 2O8?-2G8 and along the cast line o{ the Gulf, Colorado and Santa Fm B|ai|n/ud Company right-of-way adlntanoe of 1,860.04 feet to a point for corner, said point being the southwest corner uf the tract described in said Ordinance 2007-268; THENCE South 08" 58` 0]" East along the present Denton city lirmit line uuestablished, described and depicted in Ordinance 2007-268 (Exhibit A arid Exhibit A-3 therein) a total distance of3,4l l feet to upoint for acorner, said point being the southeast corner ofthe tract depicted io Ordinance 2007-368 (Exhibit A-3) and said point also lying oothe u westerly line of a City of Denton annexation tract established and described in Ordinance l909'4O (Tract Yl); . THENCE South 02" 57` East, parallel bm and 50O feet west of the center line ufInterstate Highway 35, same being the present Denton city limit line established and described in Ordinance l069'40 (Tract \/l),u distance ofl`l03 feet too point for corner, said point lying on the most northerly north line of a City of Denton annexation tract described in Ordinance 1965-43 (Tract V); THENCE West along the present Denton city limit line az established and described io Oodiouuoc l9h5-43 (Tract V)a distance u[244 feet tow point for m comer, said point being the most northerly northwest of said City of Denton annexation tract established and described in Ordinance 1965-43 (Tract V\' ` '^ THENCE South along the present Denton city limit line as established and described in Ordinance 1965-43 (Tract V), being 600 feet from and parallel with the West right-of- way Uuonflotccata1uBlghvvay35. u distance oy|'86O feet too point for acomer, said point being the northeast comer of a City of Denton annexation tract established and described inOrdinance l985-31; . THENCE North 89' 51' 30" West along the present Denton city limit line as established and described ioOrdinance 1985-31 a distance ofl'96l.87 feet tno point for ucoiner; THENCE South 00" 54' 3y" East continuing along the present Denton dh/ |irni1 line as established and described inOrdinance 1985-31 u distance ofl.ld5.47 feet toa point for acocuoc Annexation Tract PAA2 (Page 2 of S) THENCE Southeasterly continuing along the present Denton ubvlDnzk line uoestablished and described in Ordinance |98j-3l and along ucurve to the left on the east right-of-way line oy the A T6bSIl Railroad an arc distance of\,324.gl feet mu described io( Ordinance 85-l|Lou point for comer; THENCE Southeasterly continuing along the present Denton city limit line as established and described in Ordinance 1985-31 and along a curve to the left on the east right-of-way l[uc of the AT 6t S }( }{ui]rnod an arc distance of 254.27 feet as described in Ordinance 85-]ltou point for comer; THENCE South 33' 02' East continuing along the present Denton city limit line as established and described in Ordinance 1985-3l and along the east doht-of-woy line of the /tT &8}l Railroad distance of94.68 feet, ua described in Ordinance O5-3l,tov point for corner, said point lying oo the most westerly north line ofu City ufDenton annexation tract described in Ordinance I965-43 (Tract V); THENCE West continuing along the present Denton city limit line aa established and described ioOrdinance 1905-43 (Tract V)u distance of\19.22 feet \ou point for corner, said point being on the west rigbt'nf-vvuy line ofthe A?& S& Railroad and being the most westerly nofthwomt corner ofmuid annexation tract described in Ordinance 1965-43 (Tract \/); THENCE Southeasterly continuing along the present Denton city limit line as established and described in Ordinance 1965-43 (Tract V) and along the west right-of-way line of the f\T &8R Railroad a distance of49O feet toapoint for corner, said point being the northeast corner of a City of Denton annexation tract established and described by Ordinance 1970-34; , THENCE South O9«09` West continuing along dhop� [) �uoteotouci1}|iro(tlioeoa established and dooc6bedio annexation 0rdiouncel97O-34u distance uf2,dl2.8 feet tou point for comer, said point being the northwest corner of said tract described in annexation Ordinance ]97O-34' ' THENCE South 00' 42' 30" East continuing along the present Denton city limit line as established and described in annexation Ordinance 1970-34 a distance of 2,680 feet to a point for comer, said point being the most westerly northeast comer of a Cityof Denton annexation tract established and described hyOrdinance |969-40 (Tract Vll); THENCE North VOv 50` West continuing along the present Denton city limit line as established and described in annexation Ordinance 1969-40 (Tract VII) a distance of' 1^478 feet tou point for comer, said point being the most southerly southeast comer ofm City of Denton annexation tract established and described by Ordinance 2006-364 and also lying on the east line ofK4uacb Branch Road; Annexation Tract PAA2 (Page 3 of 5) THENCE North continuing along the present Denton city limit line as established and described in annexation Ordinance 2006-364 and along the east line of Masch Branch Road a distance of 2,603 feet to a point for corner, said point being the northeast corner of said Ordinance 2006-364 annexation tract; THENCE North 89p48`0O° West continuing along the present Denton city limit line em established and described in annexation Ordinance 2006-364 a distance of 50 feet to the west bohtof-wuy line of Maaob Branch Road tou point for corner, said point also being the southeast corner of a City of Denton annexation tract established and described by Ordinance 2007-76; THENCE North continuing along the present Denton city limit line as established and described io annexation Ordinance 2U07'76 and along the west hu6t-of-wav line of' Masch Branch Road a distance of 835.54 feet to a point for corner; THE NC£ North 44'57`37" West continuing along the Denton city limit line as established and.described in annexation Ordinance 2007-76 and along a right-of-way flare of Masch Branch Road a distance of 70.76 feet to a point for comer; THENCE North 89"55` 14" West continuing along the present Denton city limit line ao established and described in annexation Ordinance 2007-76 and along the south right-of- way linem[K4uaubB,00ubRoudodinkmoeof854.47tec$toupoictforuocuer; THENCE South continuing along the present Denton city |inuit line as established and described in annexation Ordinance 2007-76 a distance of'883.64 feet to a point for corner, said point being the northwest comer of a City of Denton annexation tract established and described bv Ordinance 2006-364; THENCE South continuing along the present Denton city limit }imo as established and doaoribedinuuuuxutiomOrdiou0002OO6-364adiytooceofl'371.60tectioapoi/tfor corner, said point being the southwest corner of a City of Denton annexation tract . established and demodhcdhy Ordinance 20O6-3d4 and also lying uo the nodhline ofo City of Denton annexation tract established and described by Ordinance 1986-23; THENCE South 89' 02' 33" West continuing along the present Denton city limit line as established and described in annexation Ordinance 1986-23 a distance of 1, 168 feet to a point for corner, said point being the northwest corner of said Ordinance 1906-23 annexation tcuot ` THENCE South 00» 49` l6" East continuing along the present Denton city limit line as established and described in annexation Ordinance 1986-23 a distance of 969.60 fieet. to a point for comer, said point being the southwest corner of said Ordinance 1986-23 annexation tract and lying on the a northerly line of a City of Denton annexation tract established and described hy Ordinance 74'36 (Tract \/); Annexation Tract PAA2 (Page 40f 5) IB2NCB North 88v50` West continuing along the present Denton city limit line os established and described inu?uoxoduu Ordinance 74-36 (Tract V) adia�moeofl,905 feet toa point for cornc� said pointbeing on the west line ofu60.474 acre tract nfland dcxcrihcdiodcedreoonioduodor1motrunnentYVumbmr2008-l32l54/Reu|Pnuperty Records, Denton County, Texas; THENCE North, 2o l4`50° East, along the west line uf said h0.474 acre tract udistance of 923 feet to the oortbv/cmt corner of the said 60.474 acre tract to point for comer; THENCE South 87" 54' 30" Fast, along the north line of said 60.474 uuriu tract adistance of 507 feet toapoint for corner, said point being the southwest corner mfa40.24acre tract of land described in deed recorded tinder Instrument Number 2003-207507, Real Property Records, Denton County, Texas ; THENCE North 000 20' 0O'^ West along the west line of said 4O.24 acre tract udistance of 2,280.05 feet tou point a< the northwest corner of said tract and iu the center ofMuuob Branch Road; THENCE North adiatanco of 25 feet to apoini for corner, said point being the intersection of the implied east right-of-way line ofanorth/m 'uth section ofMaxoh Branch Road and the implied north right-of-way line of an east/section of Masch Branch Road; THENCE northerly along the courses and distances of tile implied cast right-of-way line ufK4aaohBranch Road u total distance ofj'545 feet toa point for corner, said point being on the southwest corner ofo4.9y8 uurc tract described in City nfDenton Ordinance 2UOl']|O(Kzum/l]untoo Mutual Boundary Agreement (Exhibit & (Tract 4))); THENCE South 89' 53' 33" East, along the premnutKrouu/Dcutoo Future Mutual Boundary Line referenced in City of Denton Ordinance 2UO1-3lO'o distance of4|D.50 feet to o point for ucorner; THENCE North O0" 16` l3° VVno1, along the present l{rum/Deo{oo Future Mutual Boundary Line referenced in City of Denton Ordinance 2001-318, a distance of 520.80 feet too point for corner, said point being the northeast corner of the property described in Ordinance 2001-318 (Exhibit A (Tract 4)) and the southeast comer of the property described io Ordinance 20Oi-3lO (Exhibit /\ (Tract 3)); THENCE North 0O"O9'0l" West, along the present Knant/Dcnton Future Mutual Boundary Line referenced in City ofDenton Ordinance 20O|-3lO,a distance of745.53 feet too point for u corner, said point being the northeast corner of the property described iu Ordinance 200l-3lO (Exhibit A (Tract 3)) and located oo the south r\gbt-of-wuy line o[ F.M. l\73' Annexation Tract PAA2 (Page 5 of 5) THENCE easterly along course and distances of the south right-of-way line of F.M, 1173, a total distance of 4,385 feet to the POINT OF BEGINNING and containing 1,480 acres of land. Exhibit B PAA-2 Exhibit "C" 1. Being the East part of Tract 30, Little Brook Estates, Unit No. 2, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 3, Page 5 of the Plat Records of Denton County, Texas, and containing 7.47 acres of land, more or less, situated in the J. Haney Survey, Abstract No. 515, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated April 14, 2009 from Jess Elrod and Sheryl Elrod to Wolfgang Skledar and Astrid Skledar, filed for record on April 17, 2009 and recorded in Instrument Number 2009-45939 of the Real Property Records of Denton County, Texas. Said East part of Tract 30, Little Brook Estates, Unit No.2, is commonly known as DCAD Property ID 61196. 2. Being Tract 8, Little Brook Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 489, Page 273 of the Real Property Records of Denton County, Texas, and being 16 acres situated in the James Harley Survey, Abstract No. 515, Denton County, Texas, and described in that certain Warranty Deed with Vendor's Lien dated January 11, 1980 from Leiland Woodrow Killian to Malcom C. Ellison and wife, Linda Ellison, filed for record on January 15, 1980 and recorded in Volume 996, Page 731 of the Real Property Records of Denton County, Texas. Said Tract 8, Little Brook Estates, is commonly known as DCAD Property ID 61084. 3. Being Tract 21, Little Brook Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 489, Page 273 of the Real Property Records of Denton County, Texas, containing 14.947 acres of land, more or less, situated in the James Haney Survey, Abstract No. 515, Denton County, Texas, more fully described in that certain Warranty Deed with Vendor's Lien dated August 6, 1997 from Jimmy T. Simpson and Waunzita Simpson to Larry A. Green and Shirley N. Green, filed for record on August 13, 1997 and recorded in Instrument Number 97-80055506 of the Real Property Records of Denton County, Texas. Said 'Tract 21, Little Brook Estates, is commonly known as DCAD Property 11) 61103. 4. Being 75.492 acres of land, more or less, situated in the Robert Whitlock Survey, Abstract No. 1403, the N. Wade Survey, Abstract No. 1407 and the B.B.B. & C.R.R. Company Survey, Abstract No. 141, Denton County, Texas, more fully described in Parcel I of that Special Warranty Deed dated November 21, 2012, from Richard A. Harris, Jr. to Robert W. Harris Heritage Trust, filed for record on December 10, 2012 and recorded in Instrument Number 2012- 139301 of the Real Property Records of Denton County, Texas, commonly known as D(AD Property 11) 39150 and DCAD Property 119 36979. 5. Being 11.615 acres of land, more or less, situated in the N. Wade Survey, Abstract No. 1407 and the B.B.B. & C.R.R. Company Survey, Abstract No. 141, Denton County, Texas, more fully described in Parcel 1, Parcel 11 and Parcel III of that Special Warranty Deed dated November 21, 2012, from Richard A. Harris, Jr. to Robert Woodson Harris, filed for record on December 10, 2012 and recorded in Instrument Number 2012-139304 of the Real Property Records of Denton County, Texas, commonly known as DCAD Property IT) 563771. 6. Being a called 1.2763 acre tract of land, situated in the B.B.B. & C.R.R. Company Survey, Abstract No. 141, Denton County, Texas. Said 1.2763 acre tract of land being that portion lying within the borders of the B.B.B. & C.R.R. Company Survey, Abstract No. 141 and outside the city limits, of called 7.937 acre tract of land described in that Warranty Deed dated February 23, 1993 from Richard A. Harris, Jr. to Robert W. Harris, filed for record on July 2, 1993 and recorded in Instrument Number 93-80043112 of the Real Property Records of Denton County, Texas. Said 1.2763 acre tract of land, more or less, is commonly known as D(.AD Property 11) 168120. 7. Being 21.77 acres of land, more or less, situated in the Robert Whitlock Survey, Abstract No. 1403, Denton County, Texas, more fully described in Parcel I of that Correction Special Warranty Deed dated April 17, 2013, from Robert W. Harris, as Trustee of the Robert W. Harris Heritage Trust to Richard A. Harris, Jr. Heritage Trust, riled for record on April 18, 2013 and recorded in Instrument Number 2013-46302 of the Real Property Records of Denton County, Texas. Said 21.77 acre tract of land is commonly known as that portion of DCAD Property ID 39147 lying west of the Railroad. 8. Being 129.005 acres of land, more or less, situated in the Robert Whitlock Survey, Abstract No. 1403, the N. Wade Survey, Abstract No. 1407 and the B.B.B. & C.R.R. Company Survey, Abstract No. 141, Denton County, Texas, more fully described in Parcel 11 and Parcel III of that Correction Special Warranty Deed dated April 17, 2013, from Robert W. Harris, as Trustee of the Robert W. Harris Heritage Trust to Richard A. Harris, Jr. Heritage 'Trust, filed for record on April 18, 2013 and recorded in Instrument Number 2013-46302 of the Real Property Records of Denton County, Texas, leaving what is commonly known as that portion of D(AD Properly ID 39147 lying east of the Railroad, DCAD Properly ID 131799, DCAD Properly ID 131807 and DCAD Property ID 38082. 9. Being 33.417 acres of land, more or less, situated in the Robert Whitlock Survey, Abstract No. 1403, Denton County, Texas, more fully described in Parcel III of that Special Warranty Deed dated November 21, 2012, from Robert Woodson Harris to Richard A. Harris, Jr., filed for record on December 10, 2012 and recorded in Instrument Number 2012-139302 of the Real Property Records of Denton County, Texas. Said 33.417 acre tract of land is commonly known as DCAD Property ID 561904. 10. Being 13.071 acres of land, more or less, situated in the B.B.B. & C.R.R. Company Survey, Abstract No. 141 and the N. Wade Survey, Abstract No. 1407, Denton County, Texas, more fully described in Warranty Deed dated July 2, 1993, from Robert W. Harris to Richard A. Harris, Jr., filed for record on July 2, 1993 and recorded in Instrument Number 93-8004311 of the Real Property Records of Denton County, Texas and more commonly known as DCAD Properly ID 563771 and that portion lying within the existing city limits, a called 0.25 tract of land commonly known as DCAD Properly ID 168119. 11. Being 95.584 acres of land, more or less, situated in the S. Huizar Survey, Abstract No. 514, Denton County, Texas, and being more fully described in that certain General Warranty Deed with Vendor's Lien dated December 12, 2003 from Tony A. Riley to John Karvouniaris, riled for record on December 30, 2003 and recorded in Instrument Number 2003-207512 of the Real Property Records of Denton County, Texas. Said 95.584 acres of land, more or less, is commonly known as DCAD Property ID No. 60817. 12. Being 40.24 acres of land, more or less, situated in the S. D. Huizar Survey, Abstract No. 514, Denton County, 'Yexas, and being more fully described in that certain General Warranty Deed with Vendor's Lien dated December 12, 2003 from David M. Riley and wife, S. Lynn Riley to John Karvouniaris, filed for record on December 30, 2003 and recorded in Instrument Number 2003-207507 of the Real Property Records of Denton County, Texas. Said 40.24 acres of land, more or less, is commonly known as DCAD Property 119 60816 and DCAD Property ID 177285, respectively. 13. Being the East 12.00 acres, more or less, of Tract 10, Little Brook Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 489, Page 273 of the Real Property Records of Denton County, Texas, situated in the James Haney Survey, Abstract No. 515, Denton County, Texas, and being more fully described in 'Tract III of that certain Special Warranty Deed with Encumbrance for Owelty of Partition dated May 19, 2008 from Sandra Sue Naus to Steven C. Naus, filed for record on June 10, 2008 and recorded in Instrument Number 2008-63618 of the Real Property Records of Denton County, Texas. Said East 12.00 acres, more or less, of 'Tract 10, Little Brook Estates, is commonly known as DCAD Property ID 6116.1. 14. Being Tract 14, Little Brook Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 489, Page 273 of the Real Property Records of Denton County, Texas, situated in the James Haney Survey, Abstract No. 515, Denton County, Texas, and conveyed by that certain Warranty Deed with Vendor's Lien dated October 6, 2000 from Latham F. Jones, Jr. to Philip S. Neeley and Krista A. Neeley, husband and wife, filed for record on October 17, 2000 and recorded in Volume 4697, Page 1337 of the Real Property Records of Denton County, Texas. Said 'Tract 14, Little Brook Estates, is commonly known as DCAD Property ID 61133. 15. Being Tract 17, Little Brook Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 489, Page 273 of the Real Property Records of Denton County, 'Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated November 19, 1979 from F.T.B. Building Corporation to Douglas K. Taylor and wife, Patsy R. Taylor, filed for record on December 19, 1979 and recorded in Volume 992, Page 728 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: A 1.0 acre tract of land, more or less, described in Volume 1099, Page 113 of the Real Property Records of Denton County, Texas. Said 1.0 acre, more or less, is commonly known as DCAD Property ID 78105. A 1.0 acre tract of land, more or less, described in Volume 1119, Page 492 of the Real Property Records of Denton County, Texas. Said 1.0 acre, more or less, is commonly known as DCAD Property ID 78103. Those two 1.0 acre tracts of land, more or less, described in Volume 1124, Page 298 of the Real Property Records of Denton County, Texas. Said 2.0 acres, more or less, is commonly known as DCAD Property 11-) 78102. A 1.0 acre tract of land, more or less, described in Volume 1128, Page 994 of the Real Property Records of Denton County, Texas. Said 1.0 acre, more or less, is commonly known as DCAD Property ID 78104. A 1.0 acre tract of land, more or less, described in Volume 1128, Page 998 of the Real Property Records of Denton County, Texas. Said 1.0 acre, more or less, is commonly known as DCAD Property 119 78101. A 5.0 acre tract of land, more or less, described in Volume 1171, Page 409 of the Real Property Records of Denton County, Texas. Said 1.0 acre, more or less, is commonly known as DCAD Property ID 78099. A 1.0 acre tract of land, more or less, described in Volume 4897, Page 4300 of the Real Property Records of Denton County, Texas. Said 1.0 acre, more or less, is commonly known as DCAD Property ID 241409. The remaining Northeast 4.0 acres of Tract 17, Little Brook Estates, is commonly known as DCAD Property ID 61091. 16. Being Tract 29, Little Brook Estates, Unit No.2, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 3, Page 5 of the Plat Records of Denton County, Texas, and being all of that lot, tract or parcel of land described in that certain Warranty Deed with Vendor's Lien dated August 6, 1992 from Billy Jack Maupin and wife, Carolyn Maupin to William E. Watson Jr. and wife, Rose E. Watson, filed for record on August 10, 1992 and recorded in Volume 3295, Page 510 of the Real Property Records of Denton County, Texas. Said Tract 29, Little Brook Estates, Unit No.2, is commonly known as DCAD Property ID 61090, 17. Being the West part of Tract 30, Little Brook Estates, Unit No. 2, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Volume 3, Page 5 of the Plat Records of Denton County, Texas, and containing 7.5236 acres of land, more or less, situated in the James Haney Survey, Abstract No. 515, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated January 23, 1986 from Benjamin Loyd Smith and wife, Siddle Smith to Loyd Ronald Smith and wife, Linda Dianne Smith, filed for record on February 10, 1986 and recorded in Volume 1818, Page 858 of the Real Property Records of Denton County, 'Texas. Said West part of Tract 30, Little Brook Estates, Unit No.2, is commonly known as DCAD 11roperly ID 61200. sAlegal\our documents \ordinances \1 \paa3 annexing parcel.doc ORDINANCE NO. AN ORDINANCE ANNEXING AN AREA OF LAND TO THE CITY OF DENTON, TEXAS, GENERALLY IDENTIFIED AS PAA3 OF APPROXIMATELY 209.15 ACRES (LESS THOSE PARCELS IDENTIFIED IN EXHIBIT "C ") LOCATED ON THE SOUTH SIDE OF GANZER ROAD; EAST AND WEST OF BARTHOLD ROAD; NORTH OF FM 1173; WEST OF I -35, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO, WHICH AREA IS ADJACENT TO AND ABUTS THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, AND WHICH CONTAINS FEWER THAN 100 SEPARATE TRACTS OF LAND ON WHICH ONE OR MORE RESIDENTIAL DWELLINGS ARE LOCATED ON EACH TRACT; PROVIDING FOR INCLUSION OF A SERVICE PLAN IN THIS ORDINANCE; EXCLUDING PROPERTIES WITHIN PAA3 SUBJECT TO NON - ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE FROM THE ANNEXATION; PROVIDING FOR CORRECTION OF THE CITY MAP TO INCLUDE THIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.061, Subchapter C -1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, this annexation is under the annexation procedures for areas exempted from an annexation plan pursuant to Tex. Loc. Gov't Code section 43.052(h); and WHEREAS, the Denton City Council finds that there are fewer than 100 separate tracts of land on which one or more residential dwellings are located on the PAA3 tract in the area to be annexed; and WHEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with The Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, all required notices, including written notice of intent to annex said area to each property owner, each public entity and each railroad company within said area as required by Section 43.062, Subchapter C -1, Local Government Code, and all public hearings and requirements for such annexation have been had in accordance with applicable law; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Gov't Code section 43.056 providing for full municipal services to such area, which service plan was made available to the public and explained at the scheduled public hearings; and WHEREAS, offers of non - annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and sAlegal \our documents \ordinances \15 \paa3 annexing parcel.doc WHEREAS, the City Council, by prior action, has approved certain non - annexation agreements executed by eligible property owners within PAA3; and WHEREAS, the City desires to affirm that structures, uses and facilities pre - existing in areas annexed under this Ordinance, or in areas subject to non - annexation agreements within PAA3 approved by prior action, shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded by Subchapter 11 of the Denton Development Code, to the extent it is applicable; and WHEREAS, under the previously approved non - annexation agreements between an eligible property owner and the City, the lands subject to the agreements retain their extraterritorial status and the owners of such lands must abide by the City's development regulations as if such lands were within the City limits, as provided further in such agreement; and WHEREAS, the land which is adjacent or contiguous to an area subject to a non - annexation agreement is considered adjacent or contiguous to the City for purposes of annexation; and WHEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton, save and except those properties subject to prior approved non - annexation agreements within PAA3; 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as PAA3, as described in Exhibit "A ", attached hereto and incorporated herein, and as depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), save and except for those properties described in Exhibit "C ", which are subject to certain non- annexation agreements, executed by property owners within PAA3 and previously approved by the City, due to their use for agricultural, wildlife management or timberland purposes as described in Section 43.035, Subchapter B, Local Government Code, is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit "D" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. Page 2 sAlegal \our documen1s \ordinances \15 \paa3 annexing parcel.doc SECTION 5. This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non - annexation agreement associated with properties contained within PAA3. AND IT IS SO ORDERED. Passed by the City Council on 1" reading this day of 52015. Passed by the City Council on 2" d reading this day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY:, i CHRIS WATTS, MAYOR Page 3 EXHIBIT "A" Annexation Tract PAA3 (Page 1 of 3) BEGINNING at a point on the present Denton city limits line, described as the southwest corner of an annexation tract established and described in Ordinance 1985 -246 and further described therein as being on the centerline of F.M. 1 173; THENCE North 87° 57' East, along the center line of F.M. 1173 and along the present Denton city limit line as established in said Ordinance 1985 -246 a distance of 310.5 feet to a point for corner; THENCE North 890 39' East, along the center line of F.M. 1173 and along the present Denton city limit line as established in said Ordinance 1985 -246 a distance of 2,153.5 feet to a point for corner, said point also lying 500 feet west of and perpendicular to the center line of Interstate Highway 35, said point also being on the westerly line of a City of Denton annexation tract established and described in Ordinance 1969 -40 (Tract-VI); THENCE South 02° 57' East, parallel to and 500 feet west of the center line of Interstate Highway 35, same being the present Denton city limit line established and described in Ordinance 1969 -40 (Tract V1), a distance of 45 feet to a point for corner, said point lying on the south right -of -way line of F.M. 1173 and also being the northeast corner of a City of Denton annexation tract established and depicted in Ordinance 2007 -268 (Exhibit A -3 therein); THENCE South 89° 19' 54" West along the south right -of -way line of F.M. 1173, same being the north line of said City of Denton annexation tract established, described and depicted in Ordinance 2007 -268 (Exhibit A and Exhibit A -3 therein), a distance of 1,801 feet to a point for a corner; THENCE South 88° 07' 35" West along the south right -of -way line of F.M. 1173, same being the north line of said City of Denton annexation tract established and described in Ordinance 2007 -268 (Exhibit A therein), a distance of 99.83 feet to a point for a corner; THENCE North 880 37' 44" West along the south right -of -way line of F.M. 1173, same being the north line of said City of Denton annexation tract established and described in Ordinance 2007 -268 (Exhibit A therein), a distance of 401.49 feet to a point for a corner; THENCE North 840 33' 28" West along the south right -of -way line of F.M. 1173, same being the north line of said City of Denton annexation tract established and described in Ordinance 2007 -268 (Exhibit A therein), a distance of 100.64 feet to a point for a corner; THENCE North 870 39' 59" West along the south right -of -way. line of F.M. 1173, same being the north line of said City of Denton annexation tract established and described in Ordinance 2007 -268 (ExhibitA therein), a distance of 1,634.99 feet to a point for a corner, said point lying on the easterly right -of -way line of the Kansas City Southern Annexation Tract PAA3 (Page 2 of 3) Railway (formerly Gulf, Colorado and Sante Fe Railroad Company), said point also being the northwest corner of said Ordinance 2007 -268 annexation tract; THENCE northwesterly, departing the existing Denton city limits and along the arcs, courses and distances of the said easterly railroad right -of -way line a total distance of 9,591 feet to a point for a corner; said point being the intersection of the said easterly railroad right -of -way line and the south right of way line of Ganzer West Road; THENCE in an easterly direction, along the courses and distances of the southerly implied right -of -way line of Ganzer West Road a total distance of 8,182 feet to a point for a corner, said point lying on the present Denton city limit line established and described by annexation Ordinance 1987 -141; THENCE South 01° 58' East along the present Denton city limit line established and described by annexation Ordinance 1987 -141, a distance of 922 feet to a point for corner, said point being the southwest corner of said Ordinance 1987 -141 annexation tract and also lying on the north line of a City of Denton annexation tract established and described in Ordinance 1969 -40 (Tract VI); THENCE North 880 53' West along the present Denton city limit line established and described by annexation Ordinance 1969 -40 (Tract VI) a distance of 250 feet to a point for corner, said point lying 500 feet west of the said center line if Interstate Highway 35 and being the northwest corner of said annexation Ordinance 1969 -40 (Tract VI); THENCE South 00° 44' East parallel to and 500 feet west of said center line of Interstate Highway 35 and along the present Denton city limit line established and described by annexation Ordinance 1969 -40 (Tract VI) a distance of 6,087 feet to a point for corner, said point lying 500 feet west of the said center line of Interstate Highway 35 and being the northeast corner of said annexation tract established and described in Ordinance 1985 -246; THENCE North 89° 29' West along the present Denton city limit line established and described by annexation Ordinance 1985 -246 a distance of 324.6 feet to a point for corner; THENCE South 89° 15' 40" West along the present Denton city limit line established and described by annexation Ordinance 1985 -246 a distance of 1,000 feet to a point for corner; THENCE North 890 28' West along the present Denton city limit line established and described by annexation Ordinance 1985 -246 a distance of 1,034.21 feet to a point for corner; CM W� co 01 Exhibit B Sc I ui LU C ca PAA -3 Exhibit "C" 1. Being 21 acres of land, more or less, situated in the S.L. Johnson Survey, Abstract No. 683, Denton County, Texas, more fully described in that Deed Without Warranty dated March 3, 2011, from HLHTE -Lyda Hill Trust, HLHTE- Alinda H. Wikert Trust and HLHTE- Albert G. Hill, Jr. Trust to H3H, LLC, a Texas limited liability company, filed for record on March 9, 2011 and recorded in Instrument Number 2011 -22008 of the Real Property Records of Denton County, Texas. SAVE AND EXCEPT 4.74 acres of land, more or less, currently within the existing city limits, commonly known as DCAD Property ID 315333. Leaving 16.26 acres of land, more or less, commonly known as DCAD Property ID 315334. 2. Being Lot 12, Block 1 of Ganzer Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet M, Slide 78 of the Plat Records of Denton County, Texas, as described in that certain Warranty Deed with Vendor's Lien dated August 15, 1996, but to become effective August 16, 1996 from John Holley and Vaughn Andres, d /b /a H & A Investments to Kent E. Wolf and Lori A. Wolfe a/k/a Lori Ann Wolf. Said Lot 12, Block 1 of Ganzer Estates is commonly known as DCAD Property ID 185230. 3. Being 86.132 acres of land, more or less, situated in the S. Johnson Survey, Abstract No. 683, Denton County, Texas, and being more fully described in Tract 3 of that certain Warranty Deed with Vendor's Lien dated March 12, 1999 from Ellouise McDonnell to Harlan Properties, Inc., filed for record on March 15, 1999 and recorded in Volume 4296, Page 1246 of the Real Property Records of Denton County, Texas. Said 86.132 acres, more or less, is commonly known as DCAD Property ID 79416 and DCAD Property ID 37689, respectively. SAVE & EXCEPT: A 1.00 acre tract of land, more or less, situated in the S. Johnson Survey, Abstract No. 683, Denton County, Texas, and being more fully described in that certain Special Warranty Deed dated March 24, 2004 from Harlan Properties, Inc. to North Denton Pipeline, L.L.C., filed for record on April 23, 2004 and recorded in Instrument Number 2004- 51974 of the Real Property Records of Denton County, Texas. Said 1.00 acre tract of land, more or less, is commonly known as DCAD Property ID 270484. 4. Being 294.026 acres of land, more or less, situated in the John W. Gibbons Survey, Abstract No. 446, the Jolu1 Pearson Survey, Abstract No. 1049 and the S. Johnson Survey, Abstract No. 683, Denton County, Texas, and being more frilly described in Tract 1 of that certain Warranty Deed with Vendor's Lien dated March 12, 1999 from Ellouise McDonnell to Harlan Properties, Inc., filed for record on March 15, 1999 and recorded in Volume 4296, Page 1246 of the Real Property Records of Denton County, Texas. Said 294.026 acres, more or less, is commonly known as DCAD Property ID 167644, DCAD Property ID 60428, DCAD Property ID 37686 and DCAD Property ID 173412, respectively. SAVE & EXCEPT: A 7.873 acre tract of land, more or less, situated in the John Pearson Survey, Abstract No. 1049 and the S. Johnson Survey, Abstract No. 683, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated to be effective June 18, 1999 from Harlan Properties, Inc. to Robert J. Sullivan and wife, Jennifer L. Sullivan, filed for record on June 28, 1999 and recorded in Volume 4369, Page 1796 and corrected in Volume 4382, Page 487 of the Real Property Records of Denton County, Texas. Said 7.873 acres, more or less, is commonly known as DCAD Property ID 208223. 5. Being a called 18.73 acre tract of land, more or less, situated in the John W. Gibbons Survey, Abstract No. 446, Denton County, Texas, and being all of the portion lying East of the Railroad of that certain South one -half (1/2) of a called 142.97 acre tract of land, .described the Warranty Deed dated August 3, 1972 from Rosa Hopkins to Ballard Hopkins, filed for record on September 6, 1972 and recorded in Volume 654, Page 631 of the Official Public Records of Denton County, Texas. Said 18.73 acres, more or less, is commonly known as DCAD Property ID 60790. 6. Being a called 28.69 acre tract of land, more or less, situated in the John W. Gibbons Survey, Abstract No. 446, Denton County, Texas, and being all of the portion lying East of the Railroad of that certain North one -half (1/2) of a called 142.97 acre tract of land, described the Warranty Deed dated August 3, 1972 from Rosa Hopkins to Wayne W. Hopkins, filed for record on September 6, 1972 and recorded in Volume 654, Page 629 of the Official Public Records of Denton County, Texas. Said 28.69 acres, more or less, is commonly known as DCAD Property ID 167642. 7. Being Lot 15, Block 1, Ganzer Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet M, Page 78 of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain Assumption Warranty Deed dated August 28, 1998 from Lonnie J. Rodgers and wife, Yong Ja Rodgers to Jim R. Lawson and Martha A. Lawson, fled for record on August 28, 1998 and recorded in Volume 4164, Page 1446 of the Real Property Records of Denton County, Texas. Said Lot 15, Block 1, Ganzer Estates, is commonly known as DCAD Property ID 185233. 8. Being 97.945 acres of land, more or less, situated in the John Pearson Survey, Abstract No. 1049, the S.L. Johnson Survey, Abstract No. 683, Denton County, Texas, and being more fully described in that certain Assumption Warranty Deed dated August 31, 2005 from Bobby Joe Meritt and wife, Jackie Meritt to Meritt Bois -D' -Arc Enterprises, Inc. and Meritt Buffalo Events, LLC, filed for record on September 7, 2005 and recorded in Instrument Number 2005 - 111889 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 3.449 acres, more or less, situated in the John Pearson Survey, Abstract No. 1049, Denton County, Texas, described in that certain Quitclaim Deed dated October 17, 2006 from Meritt Buffalo Events, LLC to Bobby Joe Meritt, filed for record on October 26, 2006 and recorded in Instrument Number 2006 - 132653 of the Real Property Records of Denton County, Texas. The remaining 94.496 acres, more or less, is commonly known as DCAD Property ID 283913 and DCAD Property ID 283909, respectively. 9. Being 2.50 acres of land, more or less, situated in the John Pearson Survey, Abstract No. 1049, the S.L. Johnson Survey, Abstract No. 683, Denton County, Texas, and being more fully described as the Save and Except Tract in that certain Assumption Warranty Deed dated August 31, 2005 from Bobby Joe Meritt and wife, Jackie Meritt to Meritt Bois -D' -Arc Enterprises, Inc. and Meritt Buffalo Events, LLC, filed for record on September 7, 2005 and recorded in Instrument Number 2005 - 111889 of the Real Property Records of Denton County, Texas. Said 2.50 acres of land, more or less, is commonly known as DCAD Property ID 60424 and DCAD Property ID 37682, respectively. 10. Being Lot 16, Block 1, Ganzer Estates, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet M, Page 78 of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain Warranty Deed with Vendor's Lien dated to be effective September 2, 2005 from John D. Hesse and wife, Geri Hesse to Dale Wolf and wife, Kimberly Wolf, filed for record on September 13, 2005 and recorded in Instrument Number 2005 - 114453 of the Real Property Records of Denton County, Texas. Said Lot 16, Block 1, Ganzer Estates, is commonly known as DCAD Property ID 185234. sA1ega1\0L1r d0CL1111C11ts\ordinances\1 5\paa4 annexing parcel.doc ORDINANCE NO. AN ORDINANCE ANNEXING AN AREA OF LAND TO THE CITY OFDENTON,TEXAS, GENERALLY IDENTIFIED AS PAA4 OF APPROXIMATELY 4.29 ACRES (LESS THOSE PARCELS IDENTIFIED IN EXHIBIT "C ") LOCATED ON THE SOUTH SIDE OF MILAM ROAD; NORTH OF LOOP 288; EAST OF 1-35, AND MORE SPECIFICALLY IDENTIFIED IN EXHIBIT "A" ATTACHED HERETO, WHICH AREA IS ADJACENT' TO AND ABUTS THE EXISTING CITY LIMITS OF THE CITY OF DENTON, TEXAS, AND WHICH CONTAINS FEWER THAN 100 SEPARATE TRACTS OF LAND ON WHICH ONE OR MORE RESIDENTIAL DWELLINGS ARE LOCATED ON EACH 'TRACT; PROVIDING FOR INCLUSION OF A SERVICE PLAN IN THIS ORDINANCE; EXCLUDING PROPERTIES WITHIN PAA4 SUBJECT TO NON- ANNEXATION AGREEMENTS FOR AGRICULTURAL, WILDLIFE MANAGEMENT OR TIMBERLAND USE FROM THE ANNEXATION; PROVIDING FOR CORRECTION OF THE CITY MAP TO INCLUDETHIS ANNEXED AREA; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE,'. WHEREAS, pursuant to Section 43.061, Subchapter C-1, Local Government Code, a home rule city is authorized to annex certain areas that are not required to be in an annexation plan; and WHEREAS, this annexation is under the annexation procedures for areas exempted from an annexation plan pursuant to Tex. Loc. Gov't Code section 43.052(h); and WHEREAS, the Denton City Council finds that there are fewer than 100 separate tracts of land on which one or more residential dwellings are located on the PAA4 tract in the area to be annexed; and WHEREAS, the Denton City Council finds that the annexation will allow the city to ensure development consistent with The Denton Plan as it is now written, or as it may be modified by the City from time to time; and WHEREAS, all required notices, including written notice of intent to annex said area to each property owner, each public entity and each railroad company within said area as required by Section 43.062, Subchapter C-1, Local Government Code, and all public hearings and requirements for such annexation have been had in accordance with applicable law; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Gov't Code section 43.056 providing for full municipal services to such area, which service plan was made available to the public and explained at the scheduled public hearings; and WHEREAS, offers of non-annexation development agreements have been made to the owners of all eligible properties within the area to be annexed pursuant to this Ordinance, which properties have been appraised for ad valorem tax purposes as land for agricultural, wildlife management or timberland as required by Section 43.035, Subchapter B, Local Government Code; and sAlegakour d0CUments\ordinances\1 MpaA annexing parcel.doe WHEREAS, the City Council, by prior action, has approved certain non-annexation agreements executed by eligible property owners within PAA4; and WHEREAS, the City desires to affirm that structures, uses and facilities pre-existing in areas annexed under this Ordinance, or in areas subject to non-annexation agreements within PAA4 approved by prior action, shall be subject to the protections and limitations imposed by §43.002 of the Texas Local Government Code, as well as those protections afforded by Subchapter 11 of the Denton Development Code, to the extent it is applicable; and WHEREAS, under the previously approved non-annexation agreements between an eligible property owner and the City, the lands subject to the agreements retain their extraterritorial status and the owners of such lands must abide by the City's development regulations as if such lands were within the City limits, as provided farther in such agreement; and WHEREAS, the land which is adjacent or contiguous to an area subject to a non- annexation agreement is considered adjacent or contiguous to the City for purposes of annexation; and Wf IEREAS, the City Council of the City of Denton deems it to be in the best interests of the citizens of the City of Denton to annex said territory into the City of Denton, save and except those properties subject to prior approved non-annexation agreements within PAA4; 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. SECTION 2. The area of land which abuts and is adjacent to the existing corporate limits of the City of Denton, Texas, known as PAA4, as described in Exhibit "A", attached hereto and incorporated herein, and as depicted in Exhibit "B," attached hereto and incorporated herein (except that if there is conflict between the Exhibits, "A" shall control), save and except for those properties described in Exhibit "C", which are subject to certain non-annexation agreements, executed by property owners within PAA4 and previously approved by the City, due to their use for agricultural, wildlife management or timberland purposes as described in Section 43.035, Subehapter B, Local Government Code, is hereby ANNEXED to and included within the corporate limits of the City of Denton, Texas. SECTION 3. A service plan prepared in accordance with applicable provisions of state law pertaining to annexation is attached hereto as Exhibit "D" and made a part hereof for all intents and purposes. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. Page 2 sAlegakour documents\ordinances\1 5\paa4 annexing parcel.doe SECTION 5. This Ordinance shall be become effective upon final passage by the City Council. SECTION 6. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 7. Nothing herein should be deemed to repudiate any earlier action by the City relating to approval of any non-annexation agreement associated with properties contained within PAA4. AND IT IS SO ORDERED. Passed by the City Council on I" reading this day of ,2015. Passed by the City Council on 2nd reading this day of , 2015. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CHRIS WATTS, MAYOR Page 3 1 RMIN 1110 to=% Annexation Tract PAM BEGINNING at point in the present Denton city limit line as established by Ordinance 2008-137; said point being the northwest comer of the annexation tract described therein and also lying on the south right-of-way line of F.M. 3163 (Milani Road) 2008137; THENCE South 01' 08' 35" West continuing along the present Denton city limit line established by Ordinance 2008-137 a distance of 2,996.05 feet to point for corner, said point being the southwest corner of the annexation tract described therein; THENCE South 89', 10' 00" East continuing along the present Denton city limit line established by Ordinance 2008-137 a distance of 2,457.02 feet to a Point for corner, said point being the most northerly southwest corner of a City of Denton annexation tract established and described by Ordinance 2007-077 (Tract 1); THENCE South 88' 54' 04" East continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 1) a distance of 197.47 feet to a point for a comer; THENCE South 02' 28' 55" East continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 1) a distance of 965.89 feet to a point for corner; THENCE South 0V 00' 33" East continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 1) a distance of 539.43 feet to a, point for corner; THENCE South 00' 04' 12" West continuing along.the present �Denton city limit line established by Ordinance 2007-077 (Tract 1) a distance of 2,649.30 feet to a point for corner; T14FNCE South 00' 26' 12" West continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 1) a distance of 668.18 feet to a point for corner, said point being a southwest corner of said Ordinance 2007-077 (Tract 1) annexation tract and lying on the north line of a City of Denton annexation tract established by Ordinance 1985 -151; THENCE North 89' 1 P 35" West continuing along the present Denton city limit line established by Ordinance 1985 -151 a distance of 575 feet to a point for corner, said point being the northwest corner of said Ordinance 1985 -151 annexation tract and also being the northeast corner of a City of Denton annexation tract established by Ordinance 2007- 077 (Tract 2); Annexation Tract PAM THENCE North 89' 32' 45" West continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 2) a distance of 2,128.41 feet to a point for corner; THENCE South 00' 03' 28" West continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 2) a distance of 26.07 feet to a point for a comer; THENCE North 89' 32' 32" West continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 2) a distance of 972.02 feet to a point for . a corner; THENCE South 01' 35' 23" West continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 2) a distance of 1,003.38 feet to a point for corner; THENCE South 01' 34' 05" West continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 2) a distance of 932.20 feet to a point for comer; THENCE South 88' 29' 12" East continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 2) a distance of 1,541.64 feet to a point for a corner, THENCE South 00' 56' 25" West continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 2) a distance of 185.30 feet to a point for a corner; THENCE South 88' 09' 02" East continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 2) a distance of 498.78 feet to-a point for a corner, said point being a southeast corner of said Ordinance 2007-077 (Tract 2) annexation tract and also lying on a west line of a City of Denton annexation tract established by Ordinance 2002-257; THENCE South 001 56' 33" West continuing along the present Denton city lirnit line established by Ordinance 2002-257 a distance of 6 feet to a point for comer; T14ENCE South 01 ' 06' 36" West continuing along the present Denton city limit line established by Ordinance 2002-257 a distance of 1,764.22 feet to a point for corner; THENCE North 88" 3 P 42" West continuing along the present Denton city limit line established by Ordinance 2002-257 a distance of 624.97 feet to a point for corner; Annexation Tract PAM THENCE South 02' 02' 28" West continuing along the present Denton city limit line established by Ordinance 2002-257 a distance of 40 feet to a point for corner, said point being the northwest corner of a City of Denton annexation tract established by Ordinance 2007-077 (Tract 3); THENCE South 00' 23' 04" West continuing along the present Denton city limit line established by Ordinance 2007-077 (Tract 3) a distance of 1,765.70 feet to a point for corner, said point being the southwest corner said 2007-077 (Tract 3) annexation tract and also being on the east right-of-way line of Bonnie Brae Road and being the northwest corner of a City of Denton annexation tract established by Ordinance 1980-26; THENCE South 00' 12' 13" West continuing along the present Denton city limit line established by Ordinance 1980-26 a distance of 450 feet to a point for comer, said point being the northeast corner of a City of Denton annexation tract established by Ordinance 1982-4; THENCE North 89' 04' 24" West continuing along the present Denton city limit line established by Ordinance 1982-4 a distance of 1,791.93 feet to a point for corner; THENCE North 58° 2P 24" West continuing along the present Denton city limit line established by Ordinance 1982-4 a distance of 926 fe6t to a point for comer, said point being the southeast corner of a City of Denton annexation tract established by Ordinance 1986-6; THENCE North 00' 25`59" East continuing along the present Denton city limit line established by Ordinance 1986-61a distance of 1,845.44 feet to a point for corner; T14ENCE North 000 22' 28" East continuing along the present Denton city limit line established by Ordinance 1986-6 a distance of 506.6 feet to a point for corner; THENCE South 89' 27' 00" East continuing along the present Denton city limit line established by Ordinance 1996-6 a distance of 1,033.4 feet to a point for corner; THENCE North 001 22' 27" East continuing along the present Denton city limit line established by Ordinance 1986-6 a distance of 564.11 feet to a point for corner; THENCE North 891 31' 39" West continuing along the present Denton city limit line established by Ordinance 1986-6 a distance of 2,485.31 feet to a point for corner, said point being the northwest comer of said Ordinance 1986-6 annexation tract and also being the northeast corner of a City of Denton annexation tract established by Ordinance 1998-224; 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Uv Is _...... _... _v w.....m_�" __ ..._.._. _ ..w 7a Ii J �4 Yfav 6 � 1 t " r re fY PAA-4 Exhibit "C" 1. Being Lot 4, Block B, Milam Creek Ranch, Phase 1, an Addition in Denton County, Texas, according to the map or plat thereof recorded in Cabinet M, Page 284, of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain General Warranty Deed dated March 5, 2008 from Curtis N. Hughes and wife, Sheila J. Hughes to Daniel Arnoldy and Cindy Arnoldy, filed for record on March 13, 2008 and recorded in Instrument Number 2008-26880 of the Real Property Records of Denton County, Texas. Said Lot 4, Block B, Milam Creek Ranch, Phase 1, is commonly known as DCAD Property 11) No. 188372. 2. Being 20.833 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being comprised of a 19.23 acre tract of land, more or less, conveyed by that certain Deed dated September 13, 1993 from the Veterans Land Board of the State of 'Texas to Jesse F. Baker, filed for record on October 25, 1993 and recorded in Instrument Number 93-R0075347 of the Real Property Records of Denton County, Texas, and more fully described in that certain Contract of Sale dated October 26, 1964 from the Veterans Land Board of the State of Texas to Jesse F. Baker, filed for record on November 2, 1964 and recorded in Volume 515, Page 229 of said records; together with a called 1.603 acre tract of land, described in a Warranty Deed dated August 6, 1965 from David Mulkey to J.F. Baker, filed for record on August 20, 1965 and recorded in Volume 527, Page 224 of the Real Property Records of Denton County, Texas. Said 20.833 acres of land, more or less, is commonly known as DCAD Property ID 3 74 72. 3. Being Lot 16, Block A, of Milani Creek Ranch, Phase 11, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet 0, Slide 385 of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain Warranty Deed dated May 21, 2007 from I-licks Family Trust, formerly New Britain Investments Co. to Alatzas Family Limited Partnership, filed for record on May 25, 2007 and recorded in Instrument Number 2007-61424 of the Real Property Records of Denton County, Texas. Said Lot 16, Block A, Milam Creek Ranch, Phase 11, is commonly known as DCAD Property 11) No. 202616. 4. Being Lot 2, Block A, Milam Creek Ranch, Phase 1, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet M, Page 284, of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain General Warranty Deed with Vendor's I.,ien dated September 24, 2001 from Craig A. Turner and Beverly Turner to Albert J. Belanger and wife, Susan K. Belanger, filed for record on September 26, 2001 and recorded in Volume 4930, Page 2235 of the Real Property Records of Denton County, Texas. Said Lot 2, Block A, Milam Creek Ranch, Phase 1, is commonly known as DCAD Property H) No. 188366. 5. Being Lot 3, Block A, Milam Creek Ranch, Phase 1, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet M, Page 284, of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain Warranty Deed with Vendor's Lien dated October 8, 2002 from Brian D. Calkins and wife, Stephanie A. Calkins to Albert J. Belanger and wife, Susan K. Belanger, filed for record on October 10, 2002 and recorded in Volume 5189, Page 3302 of the Real Property Records of Denton County, Texas. Said Lot 3, Block A, Milarn Creek Ranch, Phase 1, is commonly known as DCAD Property ID No 188367. 6. Being 3.706 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated April 26, 1965 from David Mulkey to Jerry C. Caldwell, filed for record on May 10, 1965 and recorded in Volume 523, Page 97 of the Real Property Records of Denton County, Texas. Said 3.706 acres of land, more or less, is commonly known as DCAD Property H) No. 3 745 1. 7. Being 3.706 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in the Second Tract of that certain Warranty Deed with Vendor's Lien dated April 22, 1965 David Mulkey to Willie F. Carter, filed for record on April 27, 1965 and recorded in Volume 522, Page 556 of the Real Property Records of Denton County, "Texas. Said 3.706 acres of land, more or less, is commonly known as DCAD Properly ID 37446. 8. Being 1.706 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain General Warranty Gift Deed dated December 30, 2009 from Reba M. Carter to Shawn Paul Carter, filed for record on December 30, 2009 and recorded in Instrument Number 2009-147764 of the Real Property Records of Denton County, Texas. Said 1.706 acres of land, more or less, is commonly known as DCAD Property ID 334526. 9. Being 2.00 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Gift Warranty Deed of Correction dated May 2, 2000 from Reba M. Carter to Shawn P. Carter and wife, Lisa M. Carter, filed for record on May 2, 2000 and recorded in Volume 4580, Page 795 of the Real Property Records of Denton County, Texas. Said 2.00 acres of land, more or less, is commonly known as DCAD Properly ID 219639. 10. Being 1.346 acres of land, more or less, situated in the J. Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain General Warranty Gift Deed dated December 30, 2009 from Reba M. Carter to Bent Eldon Carter, filed for record on December 30, 2009 and recorded in Instrument Number 2009-147763 of the Real Property Records of Denton County, Texas. Said 1.346 acres of land, more or less, is commonly known as DCAD Properly ID 334527. 11. Being 2.360 acres of land, more or less, situated in the J. Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Special Warranty Deed dated June 20, 1997 from Reba M. Carter to Bent E. Carter and Margie M. Carter, husband and wife, filed for record on June 20, 1997 and recorded in Instrument Number 97-80041516 of the Real Property Records of Denton County, Texas. Said 2.360 acres of land, more or less, is commonly known as DCAD Property ID 191283. 12. Being 537.767 acres of land, more or less, situated in the John Ayers Survey, Abstract No. 2, the Ignaciao De-Los-Santos Coy Survey, Abstract No. 212 and the Morris May Survey, Abstract No. 807, Denton County, Texas, more fully described in that General Warranty Deed dated December 2, 2013, from CATI)ENTON 35, INC., a Texas corporation and a nominee titleholder to CATDENTON35, INC., a Texas corporation, filed for record on December 12, 2013 and recorded in Instrument Number 2013-145658 of the Real Property Records of Denton County, Texas, commonly known as DCAD Property IDs 37076, 37075, 37354, 37715 and 37718. 13. Being 397.160 acres of land, more or less, situated in the Ignaciao De-Los-Santos Coy Survey, Abstract No. 21.2, the S.L. Johnson Survey, Abstract No. 683, the Alexander White Survey, Abstract No. 1406 and the Morris May Survey, Abstract No. 807, Denton County, Texas, more fully described in that General Warranty Deed dated December 2, 2013, from CATI)ENTON 35, INC., a Texas corporation and a nominee titleholder to CA'FDENTON 35, SIX, INC., a Texas corporation, filed for record on December 13, 2013 and recorded in Instrument Number 2013-145689 of the Real Property Records of Denton County, Texas, commonly known as DCAD Properly ID's 632461, 37696 and 632462 14. Being 181.966 acres of land, more or less, situated in the Ignaciao De-Los-Santos Coy Survey, Abstract No. 212 and the S.L. Johnson Survey, Abstract No. 683, Denton County, Texas, more fully described in that General Warranty Deed dated December 2, 2013, from CATDENTON 35, INC., a Texas corporation and a nominee titleholder to CATI)ENTON 35 SEVEN, INC., a Texas corporation, filed for record on December 13, 2013 and recorded in Instrument Number 2013-145691 of the Real Property Records of Denton County, Texas, commonly known as DCAD Property 117 37683 and DCAD Property ID 38276. 15. Being Lot 10, Block A, of Milam Creek Ranch, Phase 11, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet 0, Slide 385 of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain Warranty Deed with Vendor's Lien dated December 30, 2008 from Daniel A. Cooper and wife, Amy D. Cooper to Ozzie Chapa and Linda Genneken Chapa, filed for record on December 31, 2008 and recorded in Instrument Number 2008-137843 of the Real Property Records of Denton County, Texas. Said Lot 10, Block A, Milam Creek Ranch, Phase 11, is commonly known as DCAD Properly ID No. 202610. 16. That property described in a deed to John Chutkowski which is recorded at 97-80003249, Real Property Records of Denton County, Texas, and commonly known as Tax Parcel No. 37476, consisting of 20.747 acres of land 17. Being 10 acres of land, more or less, situated in the John Ayres Survey, Abstract No. 2, Denton County, Texas, and being more fully described in Tract 8 of that certain Special Warranty Deed dated June 1, 2006 from William A. Crawford, aka W.A. Crawford and Win. A. Crawford and Gladys H. Crawford, aka Gladys Crawford, Individually and in all representative capacities to William A. Crawford and Gladys H. Crawford, Trustees of the William A. Crawford and Gladys H. Crawford Revocable Living Trust, dated December 30, 1992, filed for record on June 5, 2006 and recorded in Instrument Number 2006-66861 of the Real Property Records of Denton County, Texas. Said 10 acres of land, more or less, is commonly known as DCAD Properly ID 3 70 70. 18. Being 10.80 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain General Warranty Deed dated June 27, 2005 from Rayburn K. Pierce to Alfred A. Croix and Bernice L. Croix, filed for record on June 29, 2005 and recorded in Instrument Number 2005-78217 of the Real Property Records of Denton County, Texas. Said 10.80 acres of land, more or less, is commonly known as DCAD Properly 11) 37481 and DCAD Properly ID 215322, respectively. 19. Being 12.000 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated November 18, 1981 from John Porter and wife, Margaret Porter to William M. Meaney and wife, Jane C. Meaney, filed for record on November 19, 1981 and recorded in Volume 1113, Page 51 of the Real Property Records of Denton County, Texas. Said 12.000 acres of land, more or less, is commonly known as DCAD Properly 11) No. 73546. 20. Being 10.00 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated June 25, 2004 from John Squire and wife, LeAnn Squire to David M. Eberhardt, filed for record on July 1, 2004 and recorded in Instrument Number 2004-87180 of the Real Property Records of Denton County, Texas. Said 10.00 acres of land, more or less, is commonly known as DCAD Properly 11) 3 74 75. 21. Being 44.823 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Correction Warranty Deed dated June 15, 1963 from Emil M. Schertz, a/k/a E. M.. Schertz, and wife, Lydia Schertz to Mrs. Ruby Finch filed for record on August 12, 1963 and recorded in Volume 497, Page 547 of the Real Property Records of Denton County, Texas. SAVE & EXCEPT: 10.050 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed dated August 7, 2002 from Ruby Elizabeth Finch and husband, Henry Tyler Finch, Jr. to Michael Joe Schertz and wife, Amy Beth Schertz, filed for record on August 7, 2002 and recorded in Volume 5144, Page 4597 of the Real Property Records of Denton County, T f" exas. Said 10.050 acres oland, more or less, is commonly known as DCAD Properly 119 No. 244900. Additionally SAVE & EXCEPT: 5.000 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed dated October 28, 2004 from Mrs. Ruby Finch to Danny M. Schertz and wife, Sandra .1. Schertz, filed for record on November 1, 2004 and recorded in Instrument Number 2004-141689 of the Real Property Records of Denton County, Texas. Said 5.000 acres of land, more or less, is commonly known as DCAD Property 11) No. 273044. The remaining 29.772 acres, more or less, is commonly known as DCAD Property ID No. 37729. 22. Being 3.736 acres of land, more or less, situated in the J. McNeill Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Warranty Deed dated February 19, 1970 from Freddy McConnell and wife, Barbara McConnell to Kenneth W. I-latridge and wife, Glenda J. Hatridge, filed for record on February 27, 1970 and recorded in Volume 599, Page 9 of the Real Property Records of Denton County, Texas. Said 3.736 acres of land, more or less, is commonly known as DCAD Property ID 37429. 23. Being 6.43 acres of land, more or less, situated in the J. Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain General Warranty with Vendor's Lien dated June 29, 2009 from James Dale McKnight and Donna Joy O'Dell to Derek Hook and wife, Cindy Hook, filed for record on July 2, 2009 and recorded in Instrument Number 2009-80411 of the Real Property Records of Denton County, Texas. Said 6.43 acres of land, more or less, is commonly known as DCAD Property 11) 37458 and DCAD Property ID 37460, respectively. 24. Being Lot 1, Block A, Milam Creek Ranch, Phase 1, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet M, Page 284, of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain Warranty Deed with Vendor's Lien dated March 7, 2002 from William M. Jefferys and wife, Suzy Jeffreys to Dean Donald Konz and wife, Tammy Lee Konz, filed for record on March 14, 2002 and recorded in Volume 5043, Page 1224 of the Real Property Records of Denton County, Texas. Said 1, Block A,Milam Creek Ranch, Phase 1, is commonly known as DCAD Property ID No. 188365. 25. Being 87.452 acres of land, more or less, situated in the John McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described on Page 485 of that certain Special Warranty Deed dated December 8, 1989 from J & 1, Partners, acting by and through its manager, 1. & J Management Corporation, and its partners Josephine Hughes Sterling and Lewis R. Cauble to Rancho Vista Development Company, filed for record on December 11, 1989 and recorded in Volume 2695, Page 465 of the Real Property Records of Denton County, Texas. Said 87.452 acre tract, is commonly known as DCAD Property ID 37420. 26. Being 2.25 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more Fully described in that certain Special Warranty Deed dated June 21, 2004 from Homer S. Schertz, a/k/a Sam Schertz, Individually and as Successor Trustee of the Homer Walter Schertz and Jessie V. Schertz Revocable Living Trust; Danny M. Schertz, Individually and as Successor Trustee of the Homer Walter Schertz and Jessie V. Schertz Revocable Living Trust; Ricky David Schertz, Individually and as Successor Trustee of the Homer Walter Schertz and Jessie V. Schertz Revocable Living Trust; and Carolyn Schertz Mallard, as Successor Trustee of the Homer Walter Schertz and Jessie V. Schertz Revocable Living Trust to Carolyn Schertz Mallard, filed for record on July 7, 2004 and recorded in Instrument Number 2004-89327 of the Real Property Records of Denton County, Texas. Said 2.25 acres of land, more or less, is commonly known as DCAD Properly ID 270748. 27. Being 8.00 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed dated October 14, 2002 from Jessie Schertz to Carolyn Schertz Mallard, filed for record on October 15, 2002 and recorded in Volume 5192, Page 3330 of the Real Property Records of Denton County, Texas. Said 8.00 acres of land, more or less, is commonly known as DCAD Properly ID 247043. 28. Lot 4, Block A, Milarn Creek Ranch, Phase 1, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet M, Slide 284 of the Plat Records of Denton County, Texas, and being conveyed in that certain Warranty Deed with Vendor's Lien dated August 28, 2009 from Don A. Hall and wife, Kim B. Hall to Michael G. Meeker and wife, Gail K. Meeker, filed for record on September 1, 2009 and recorded in Instrument Number 2009- 105749 of the Real Property Records of Denton County, 'I'exas. Said Lot 4, Block A, Milarn Creek Ranch, Phase 1, is commonly known as DCAD Properly 11).188368. 29. Being 3.299 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Executrix's Deed dated November 10, 1998 from Lavena Swann Peppler, as Independent Executrix of the Estate of Evelyn J. Swann, Deceased to Lavena Swann Peppler as Trustee of the Evelyn J. Swann Testamentary Trust, filed for record on November 13, 1998 and recorded in Volume 4218, Page 2669 of the Real Property Records of Denton County, Texas. Said 3.299 acres of land, more or less, is commonly known as DCAD Properly 1D No. 38256. 30. Being 3.241 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1.150, Denton County, Texas, and being more fully described in that certain Executrix's Deed dated November 10, 1998 from Lavena Swann Peppler, as Independent Executrix of the Estate of Evelyn J. Swann, Deceased to Lavena Swann Peppler, filed for record on November 13, 1998 and recorded in Volume 4218, Page 2672 of the Real Property Records of Denton County, Texas. Said 3.241 acres of land, more or less, is commonly known as DCAD Property ID No. 37439. 31. Being 3.297 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, "Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated June 20, 1988 from 1-1. L. Swann, 'fr. and wife, Evelyn June Swann to John Allen Peppler and wife, Lavena Grace Peppler, filed for record on June 21, 1988 and recorded in Volume 2398, Page 768 of the Real Property Records of Denton County, Texas. Said 3.297 acres of land, more or less, is commonly known as DCAD Properly ff) No. 37444. 32. Being 3.706 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Warranty Deed dated August 8, 1967 from Thurston A. Webb to Johnnie H.. Landers, filed for record on August 14, 1967 and recorded in Volume 554, Page 650 of the Real Property Records of Denton County, Texas. Said 3.706 acres of land, more or less, is commonly known as DCAD Properly ID No. 37449. 33. Being 9.773 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain General Warranty Deed with Vendor's Lien dated March 10, 1992 from James A. Grider and spouse, Barbara Grider to Raymond D. Roberts, Sr. and spouse, Linda Mae Roberts, filed for record on March 13, 1992 and recorded in Volume 3179, Page 273 of the Real Property Records of Denton County, Texas. Said 9.773 acres of land, more or less, is commonly known as DCAD Property ID No. 37431, DCAD Properly ID No. 37432 and DCAD Properly ID No. 37434, respectively. 34. Being 5.000 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed dated October 28, 2004 from Mrs. Ruby Finch to Danny M. Schertz and wife, Sandra J. Schertz, filed for record on November 1, 2004 and recorded in Instrument Number 2004-141689 of the Real Property Records of Denton County, Texas. Said 5.000 acres of land, more or less, is commonly known as DCAD Properly 11) No. 2 73 044. 35. Being 9.00 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed dated October 14, 2002 from Jessie Schertz to Danny Schertz, filed for record on October 15, 2002 and recorded in Volume 5192, Page 3333 of the Real Property Records of Denton County, Texas. Said 9.00 acres of land, more or less, is commonly known as DCAD Properly 11) No. 247044; and Being 0.79 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Special Warranty Deed dated June 21, 2004 from Homer S. Schertz, a/k/a Sam Schertz, Individually and as Successor Trustee of the Homer Walter Schertz and Jessie V. Schertz Revocable Living Trust; Danny M. Schertz, Individually and as Successor Trustee of the Homer Walter Schertz and Jessie V. Schertz Revocable Living Trust; Ricky David Schertz, Individually and as Successor Trustee of the Homer Walter Schertz and Jessie V. Schertz Revocable Living Trust; and Carolyn Schertz Mallard Individually and as Successor Trustee of the Homer Walter Schertz and Jessie V. Schertz Revocable Living Trust to Danny M. Schertz, filed for record on July 7, 2004 and recorded in Instrument Number 2004-89328 of the Real Property Records of Denton County, Texas. Said 0.79 acres of land, more or less, is commonly known as DCAD Properly ID No. 37731. 36. Being 10.050 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed dated August 7, 2002 from Ruby Elizabeth Finch and husband, Henry Tyler Finch, Jr. to Michael Joe Schertz and wife, Amy Beth Schertz, filed for record on August 7, 2002 and recorded in Volume 5144, Page 4597 of the Real Property Records of Denton County, Texas. Said 10.050 acres of land, more or less, is commonly known as DCAD Property ID No. 244900. 37. Being 13.96 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed dated October 14, 2002 from Jessie Schertz to Homer Samuel Schertz, filed for record on October 15, 2002 and recorded in Volume 5192, Page 3323 of the Real Property Records of Denton County, Texas. Said 13.96 acres of land, more or less, is commonly known as DCAD Property ID No. 247041. 38. Being 11.00 acres of land, more or less, situated in the Morris May Survey, Abstract No. 807, Denton County, Texas, and being more fully described in that certain Warranty Deed dated October 14, 2002 from Jessie Schertz to Ricky Schertz, filed for record on October 15, 2002 and recorded in Volume 5192, Page 3327 of the Real Property Records of Denton County, Texas. Said 11.00 acres of land, more or less, is commonly known as DCAD Property fl) No. 247042. 39. Being Lot 5, Block B, Milarn Creek Ranch, Phase 11, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet 0, Slide 385, of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain Warranty Deed with Vendor's Lien dated October 26, 2001 from PFS Development Corporation to Susanne Holmgreen Seals and husband, Richard Donovan Seals, filed for record on October 29, 2001 and recorded in Volume 4953, Page 2205 of the Real Property Records of Denton County, Texas. Said Lot 5, Block B, Milam Creek Ranch, Phase 11, is commonly known as DCAD Property 11) No. 202618. 39. Being 7.287 acres of land, more or less, situated in the I. McNeil Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain General Warranty Deed with Vendor's Lien dated August 1, 2005 from Layne Brewer a/k/a Layne J. Brewer and wife, Laura Brewer a/k/a.Laura J. Brewer to Randal E. Smith and wife, Nancy L. Smith, filed for record on August 8, 2005 and recorded in Instrument Number 2005-97613 of the Real Property Records of Denton County, 'Texas. Said 7.287 acres of land, more or less, is commonly known as DCAD Property 119 No. 173437 and DCAD Properly ID No. 37426, respectively. 40. Being 3.690 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Warranty Deed dated February 19, 1970 from Freddy McConnell and wife, Barbara McConnell to Kenneth W. Stewart and wife, Delma F. Stewart, filed for record on February 27, 1970 and recorded in Volume 599, Page 7 of the Real Property Records of Denton County, Texas. Said 3.690 acres of land, more or less, is commonly known as DCAD Properly ID 37428. 41. (1) That 19.23 acres of land, more or less, described in a certain Deed, dated on or about January 12, 1996, from the Veteran's Land Board of the State of Texas to James E. West, and recorded as document number 003867 of the Real Property Records of Denton County, Texas; LESS and EXCEPT that 1.00 acres of homestead property located within said 19.23 acre parcel, that was previously conveyed or assigned to James E. West as a fractional severance, recorded as document number 15408 of the Real Property Records of Denton County, Texas, and which is commonly identified as Denton Central Appraisal District tax ID 37478; (2) That 1.507 acres of land conveyed by Warranty Deed, dated on or about July 12, 1965, from David Mulkey to James E. West, and recorded in Volume 533, Page 115 of the Real Property Records of Denton County, Texas; Said combined parcels, less the severed homestead parcel, comprising 19.73 acres more or less, and commonly identified as Denton Central Appraisal District tax ID 37479. 42. Being 1.98 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in that certain Warranty Deed with Vendor's Lien dated November 23, 1965 from David Mulkey to C. L. Yeatts, filed for record on February 7, 1966 and recorded in Volume 534, Page 171 of the Real Property Records of Denton County, Texas. Said 1.98 acres of land, more or less, is commonly known as DCAD Properly 11) No. 37462; and Being 1.98 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in the First Tract of that certain Warranty Deed with Vendor's Lien dated August 3, 1965 from David Mulkey to C. L. Yeatts, filed for record on August 13, 1965 and recorded in Volume 527, Page 43 of the Real Property Records of Denton County, Texas. Said 1.98 acres of land, more or less, is commonly known as DCAD Properly ID No. 3 7459; and Being 1.998 acres of land, more or less, situated in the J. McNeil Stewart Survey, Abstract No. 1150, Denton County, Texas, and being more fully described in the Second Tract of that certain Warranty Deed with Vendor's Lien dated August 3, 1965 from David Mulkey to C. L. Yeatts, filed for record on August 13, 1965 and recorded in Volume 527, Page 43 of the Real Property Records of Denton County, Texas. Said 1.998 acres of land, more or less, is commonly known as DCAD Properly ID No. 37460. 43. * Being Lot 9, Block A, of Milam Creek Ranch, Phase 11, an Addition to Denton County, Texas, according to the map or plat thereof recorded in Cabinet 0, Slide 385 of the Plat Records of Denton County, Texas, and being all that certain lot, tract or parcel of land described in that certain Warranty Deed dated March 30, 2001 from PFS Development Corporation to Don Aaron Yeatts and wife, Emily Jane Yeatts, filed for record on April 5, 2001 and recorded in Volume 4810, Page 2067 of the Real Property Records of Denton County, Texas. Said Lot 9, Block A, Milam Creek Ranch, Phase 11, is commonly known as DCAD Properly ID No. 202609. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com D EN'FON File #: ID 15 -486, Version: 1 DEPARTMENT: CM/ ACM: Date: Transportation John Cabrales, Jr. June 16, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on the east side of North Locust Street from its intersection with Parkway Street to its intersection with East University Drive; 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 (3 -2). BACKGROUND As part of the April 2015 Traffic Safety Commission Meeting, staff briefed commissioners on a proposal to restrict parking on the east side of Locust Street from Parkway Street to University Drive to address on- street parking concerns. Two primary proposals were outlined by staff. restrict on- street parking on the east side of Locust from the Oakland intersection north to University or restrict on- street parking from the east side of Locust from the Parkway intersection to University. The west side is currently striped with a narrow two foot wide shoulder prohibiting on- street parking. Staff reported that at one time, the segment of North Locust from Oakland to University had "no parking" signs posted on the east side, however, the signs were removed in November 2013 as part of a city -wide maintenance effort to improve signage in Denton. Because there was not an ordinance in place to restrict and enforce on- street parking, the no parking signs were not replaced resulting in vehicles parking in the wide outside urban shoulder on the east side of North Locust. The urban shoulder is wide enough along certain areas of the identified corridor to accommodate some smaller vehicles; however, the width of the urban shoulder is generally less than six feet and in some locations less than five feet. The City of Denton standard for on- street parallel parking is nine feet wide. Thus, in many cases vehicles parking in this urban shoulder will either mount the curb placing the front right and rear right wheels on the curb or the two left wheels will extend over the yellow stripe to "squeeze" into a non - standard, unmarked parking stall. This practice constricts the travel lane and creates a safety hazard for traffic when doors are opened into the travel lane and for persons getting into and out of parked vehicles. Additional safety concerns exist when vehicles are parked in a way that "crowds" the intersection. As part of the review process on this issue, staff has observed and received concerns from citizens that vehicles parking in close proximity of the intersection impede the line of sight for vehicles entering northbound travel lanes or City of Denton Page 1 of 3 Printed on 6/11/2015 File #: ID 15 -486, Version: 1 attempting to cross Locust at various cross streets. During the April 2015 Traffic Safety Commission review of this issue, staff was requested to provide additional information for consideration as part of the follow up discussion on the proposal to restrict on- street parking on North Locust from Parkway Street to University Drive. The following items were considered as requested and presented as part of the June 8, 2015, Traffic Safety Commission discussion: Reduce width of the existing lanes: anes: Some segments of the identified corridor currently have a lane width less than 11 feet. TxDOT standard lane width is 12 feet. Eliminate left urban shoulder. shifting additional width to east shoulder: Left shoulder would provide at most 27 inches. The right shoulder is currently six feet or less, resulting in a non - standard parking stall width (9' by 22'). Restrict on- street parking by a specific distance from intersections: On- street parking would result in vehicles parking in a stall less than nine feet. Restrict on- street parking to compact vehicles only: Staff does not recommend based on current compact parking compliance in similar parking spots near the Square. Reduce speed limit (currently - posted at 30 miles per hour): 30 miles per hour is lowest speed limit for on- system roadways other than for school zones. Consider a traffic control device at Congress and Locust: Intersection would not meet TxDOT warrants (traffic counts) to qualify for signal or for multi -way stop sign. Prior to the removal of no parking signs in November of 2013, the segment of North Locust Street from Oakland to University was posted as no parking. Staff recommends restricting on- street parking on North Locust Street from Parkway Street north to University Drive on the eastern side. As this is a City initiated proposal, the standard petition process of notifying residents, business owners and affected parties was not facilitated. Property owners and residents were mailed notices of the proposal (Exhibit 3) on May 29, 2015 and door hangars were placed on Thursday, June 4, as a reminder of the meeting and formal consideration of the proposal. OPTIONS 1. Restrict parking on the east side of North Locust from Parkway to University. 2. Restrict parking on the east side of North Locust from Oakland to University. 3. Provide additional direction on options for a no park restriction on the identified roadway. City of Denton Page 2 of 3 Printed on 6/11/2015 File #: ID 15 -486, Version: 1 4. Do not take action. RECOMMENDATION On June 8, 2015, the Traffic Safety Commission recommended that the City Council consider Option 1, 3 -2. Staff recommends Option 1. ESTIMATED SCHEDULE OF PROJECT If adopted by the City Council, a public notice is required to be placed in the Denton Record Chronicle 14 days prior to posting and enforcing the proposed parking restriction. The intent is to have signs in place prior to August 15, 2015. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Issue was raised at the Joint Mobility Committee - Traffic Safety Commission in September 2014. Staff coordinated with TxDOT Denton Area Office in January 2015, regarding feasibility of restricting on- street parking. Mobility Committee staff report February 2015, Council Informal Staff Report February 15, 2015. Traffic Safety Commission considered proposal on April 6, 2015 and tabled seeking additional data be considered. TWU Administration briefed on May 20, 2015. Traffic Safety Commission recommended 3 -2, that the issue be forwarded to the City Council consideration at the June 8, 2015, Traffic Safety Commission meeting. FISCAL INFORMATION Staff estimates that 14 signs will be required to meet TxDOT specifications, resulting in approximately $2,500 in material. Labor costs have not been included. EXHIBITS 1. Site Map 2. Examples of Parking Encroachments 3. Notice to Residents and Property Owners, Date May 29, 2015 4. Door hangars placed on Thursday, June 4, 2015 5. Citizen responses (phone and email) 6. Excerpt from Draft Traffic Safety Commission Minutes dated June 8, 2015 (Provided under separate cover) 7. Ordinance Respectfully submitted: Mark Nelson Director of Transportation City of Denton Page 3 of 3 Printed on 6/11/2015 EXHIBIT 1 Locust St. North EXHIBIT 1 Locust St. South llp LQ��fst Tr flmlh 0 oAtind LQcq5t !r iwdb, �?,f 0404nd LQcti5t r m)r1b Qf 04104nd, LQ�vst,r LQ�u5t 4nd 04104nd LQcq,5,t 4nd $4wyqr LQ�q5t, �ipd 2nO LQ��W 4nd EXHIBIT 3 May 29, 2015 Dear Resident or Property Owner, RE: Locust Street Parking As part of the April 2015 Traffic Safety Commission meeting, the Commission considered safety concerns related to the level of on- street parking on Locust Street between Parkway and University Drive. On- street parking along the east side of Locust impairs line of sight at several intersections in the subject street section and vehicles parked in the urban shoulder impact the traffic lanes in the subject street segment. As a property owner or resident on or adjacent to Locust Street, City of Denton officials wanted to be sure you had the opportunity to participate in the continuing discussion regarding on- street parking on Locust. The Denton Traffic Safety Commission encourages your participation in the consideration of this issue as part of their June meeting. City of Denton Traffic Safety Commission Meeting Monday, June 8, 2015 5:30 pm City Council Chambers, City Hall 215 East McKinney Street Denton, Texas 76201 Should you have any questions regarding this proposal, please feel free to contact Mark Nelson, Director of Transportation at 940 - 349 -7702. "Dedicated to Quality Service" www.cityofdenton.com EXHIBIT 3 CITY OF DENTON No Parking Proposed for Locust Street June 8, 2015 The current level of on- street parking on Locust Street between Parkway and University Drive has become a concern of public safety due to the manner in which on- street parking on the east side of Locust obstructs line of sight at several intersections in the subject street section. Additionally, vehicles parked in the urban shoulder impact the traffic lanes in the subject street segment. As a property owner or resident on or adjacent to Locust, City of Denton officials wanted to be sure you had the opportunity to participate in the continuing discussion regarding on- street parking on Locust Street. The Denton Traffic Safety Commission will discuss this issue at their June meeting and encourages your participation. City of Denton Traffic Safety Commission Meeting Monday, June 8, 2015 5:30 pm 215 E. McKinney Street Denton, Texas 76201 Should you have any questions regarding this proposal, please feel free to contact Mark Nelson, Director of Transportation at (940) 349 -7702. www.cityofdenton.com • ADA /EOE /ADEA • TDD (800) 735 -2989 EXHIBIT 4 CITY OF DENTON No Parking Proposed for Locust Street June 8, 2015 The current level of on- street parking on Locust Street between Parkway and University Drive has become a concern of public safety due to the manner in which on- street parking on the east side of Locust obstructs line of sight at several intersections in the subject street section. Additionally, vehicles parked in the urban shoulder impact the traffic lanes in the subject street segment. As a property owner or resident on or adjacent to Locust, City of Denton officials wanted to be sure you had the opportunity to participate in the continuing discussion regarding on- street parking on Locust Street. The Denton Traffic Safety Commission will discuss this issue at their June meeting and encourages your participation. City of Denton Traffic Safety Commission Meeting Monday, June 8, 2015 5:30 pm 215 E. McKinney Street Denton, Texas 76201 Should you have any questions regarding this proposal, please feel free to contact Mark Nelson, Director of Transportation at (940) 349 -7702. www.cityofdenton.com • ADA /EOE /ADEA • TDD (800) 735 -2989 Shoopman, Henry Axtel, Randy Tillotson, Chuck Hutcherson, Brian Sorrie, Jimmie Vaughn, Beth Huddleston, Harold Mullins, Warren Mullins, Julie Ragsdale, Dr. Mark 1004 N. Locust 1100 N. Locust 1124 N. Locust 1212 N. Locust 1428 N. Locust 1505 N. Lucust #5 1615 N. Locust 1700 N. Locust 1701 N. Locust 1701 N. Locust X X X X X X X X X EXHIBIT 5 X March 31, 2015 Dear Mr. Nelson, EXHIBIT 5 As a property owner in the 1700 block. of N. Locust Street since 2000, my employees and I have noticed that it is increasingly difficult to get in and out of our driveway due to the narrowing of Locust because of on street parking. This is especially true at the College Street intersection, when trying to turn north. Due to the brick wall you have to put yourself into the traffic lane to gain visibility. Visibility is impaired by the cars when. entering Locust Street from any east side intersection. Additionally with on street parking it makes it almost impossible to enter or exit our driveway pulling a trailer. We use trailers to haul our equipment to trials. FedEx deliveries as well as lawn services must now block a lane of traffic and park in front of our building because they do not have enough space to enter or exit the driveway due to parked cars. I look forward to the City of Denton doing the right thing and returning the eastern side of Locust Street to no parking and resolve everyone's issues. Reg _ Warren Mullins WM/jj EXHIBIT 5 Mankin, Kim Subject: FW: Locust Parking From: Jimmy Storrie [!Maiilltr�dU51 1a!ril .���...gj .ii.11.,.cr irn] Sent: Thursday, June 04, 2015 7:42 AM To: Nelson, Mark A. Subject: Locust Parking Mark — It was good to meet you yesterday. I am going to be out of town Sunday through Wednesday of next week so will not be able to attend the June 8th Traffic Safety Commission Meeting. I do support the proposed changes to on street parking on Locust. My property is located at the corner of Locust and Oakland and I am constantly hearing screeching brakes as cars try to exit Oakland on to Locust. If you are sitting on Oakland facing West and try to look South down Locust in order to enter traffic you cannot see beyond the parked cars on the East side of the road. It is a dangerous situation. I have also watched numerous people be almost hit by a car as they tried to get into their parked car. There is no room for a person to get into the street and open their door safely — and there is great difficulty getting your car into traffic if you have been parked along that road. I believe it would be a good safety measure to make these adjustments. Please let me know if you need additional information. Jimmy Storrie 1428 N. Locust 972.838.8593 EXHIBIT 5 Mankin, Kim Subject: FW: LOCUST STREET PARKING From: Gail Garber [mai Ito: gail(d)hutch insure. net] Sent: Friday, April 03, 2015 3:06 PM To: Nelson, Mark A. Subject: LOCUST STREET PARKING BRIAN HUTCHERSON THE OWNER OF THE BUILDING ASKED ME TO EMAIL TO CONFIRM HE IS NOT IN FAVOR OF THE PARKING ALONG LOCUST STREET. 1.THE STREET STRIPING IS NOT WIDE ENOUGH TO ALLOW CARS TO PARK SAFELY IN THEIR OWN LANE WITHOUT ENCROACHING ON THE TRAFFIC FLOW LANE. 2. SERVERAL TIMES WE HAVE HAD TO REPLACE SPRINKLER HEADS BECAUSE PEOPLE HAVE PULLED UP ON THE CURB TO STAY WITHIN THE PARKING LANE STRIPING. THIS IS AN EXPENSE WE SHOULD NOT HAVE TO INCUR. 3. FINALLY, WE SEE TOO MANY ACCIDENTS FROM PEOPLE PULLING OUT IN FRONT OF CARS BECAUSE THEY CANNOT SEE WHEN PULLING OUT OF THE DRIVEWAYS OR SIDE STREETS ALONG LOCUST STREET. THE LINE OF SITE IS TERRIBLE WHEN THE CARS ARE PARKED ON THE STREET AND YOU CANNOT SEE THE TRAFFIC. THERE ARE NO TRAFFIC CONTROL DEVICES FOR LONG STRETCHES ALONG THE NORTH PART OF LOCUST SO TRAFFIC MOVES AT A PRETTY GOOD CLIP FOR PEOPLE TO GAIN ACCESS TO UNIVERSITY DRIVE FROM DOWNTOWN. WE FEEL MOST OF THE PARKING IS FROM TWU STUDENTS. OUR BUSINESS HAD TO ESTABLISH A SPECIFIC # OF SPOTS TO ACCOMADATE EMPLOYEE AND CUSTOMER PARKING. WE FEEL IT IS ONLY FAIR TWU SHOULD BE MADE TO DO THE SAME AND BUILD MORE PARKING WITHIN THEIR OWN PROPERTY LINE FOR STUDENTS. WE ARE ALSO NOT IN FAVOR OF ANY BIKE LANE BEING ADDED. THE FLOW OF TRAFFIC IS TOO FAST ALONG THIS SECTION OF ROAD AND WE WOULD RUN INTO THE SAME ISSUE WITH BIKES AS CARS. THE LANE IS NOT WIDE ENOUGH FOR A SAFE BIKE LANE WITHOUT THE BIKES ENCROACHING ON THE TRAFFIC FLOW LANES. THE INFASTRUCURE IN OUR AREA WAS NOT MADE FOR THIS ACCOMATION ORGINALLY AND THERE IS NO ROOM TO CHANGE IT AT THIS LATE DATE. THANK YOU. SINCERELY, GAIL GARBER FOR BRIAN HUTCHERSON Gail Garber Hutcherson Insurance Group Dare Hutcherson Insurance Hutcherson Insurance Services Lard and Company Insurance Agents Welch Brand Insurance EXHIBIT 5 Mankin, Kim Subject: FW: Regarding parking issue on east side of North Locust St From: areatiunk @aol.com [mailto:areatiunk @aol.com] Sent: Friday, April 03, 2015 11:19 AM To: Nelson, Mark A. Subject: Regarding parking issue on east side of North Locust St lam Harold Huddleston 1615 North Locust St Denton,Texas 76201 As a long time resident on North Locust Street I am extremely in favor of eliminating parking on the east side of the street ... The cars have a very narrow shoulder on which to park so when a car door is opened it is directly in the lane of traffic on the east side of the one way street.... My computer is upstairs in front of a window so I witness this over and over in a days time „in addition in order to properly parallel park you have to block the east bound lanes,if you can find a break in traffic on the heavily traveled street.... Years ago there was parking allowed on that side of the street but I seemed to be the only one using it and I am half a block up from the college st intersection ,,,on 3 different occasions I had a vehicle hit from behind,usually on a Friday or Saturday night when college kids tend to drink and drive more ... after 3 times I decided it was best to have a crowded back yard rather than a wreck every 6 months or so. I could not figure out why the city starting allowing parking there a year or so ago and would encourage you,who have a great deal to do with the design and safety of the streets of the city of Denton to again enact and enforce no parking on North Locust Street., Thanks for allowing my input on the matter and I hope you will make the right safe decision for the residents of the City of Denton Sincerely Harold Huddleston EXHIBIT 5 Mankin, Kim Subject: FW: Art Alley- Locust Street Parking From: Art Alley [mailto:artalley1(d)yahoo.com] Sent: Monday, April 06, 2015 10:30 AM To: Nelson, Mark A. Subject: Art Alley- Locust Street Parking Mr. Nelson, Hope all is well! Thank you for the letter, for personally dropping off the flier and for taking my call in regards to the proposed parking changes on Locust Street. I do understand the issues that are being brought to the table in regards to parking and safety concerns on Locust Street. Is there a possibility that the parking space in front of my building. 1100 N Locust St, be allowed to have 10 -15 min parking for client parking ? Clients have been using the space for over 30 years as a quick drop off or pick up space. I dont have an exact count but I would say there are 2 -4 cars per day that use the space for short term parking. We will be glad to participate in the proper signage. The other issue for us on a broader scale, considering all of the east side of Locust St., is will you be allowing TWU to adjust to the change over a period of time before the spaces are removed? Parking space is already scarce and gaining momentum as TWU deservedly grows! They may need time to secure space for parking. TWU Police Department has been very co- operative in working with local citizens and merchants to correct student parking problems but there is nothing they can do when parking issues involves private property. Thanks again and thanks for the encouragement to communicate to you and for your listening. Please let me know if you have any questions or if I can help in any way! Randy Axtell Web Site: www.artallevusa.com Facebook: Art Alley dfw Randy Axtell Customer Service Art Alley 1100 N Locust Denton, Texas 76201 940 - 383 -4322 The information contained in this transmission is intended only for the individual to whom or entity to which it is addressed. It may also contain privileged, confidential, attorney work product or trade secret information which is protected by law. If the reader of this message is not the intended recipient, or an employee or agent responsible for delivering the message to the addressee, the reader is hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone or return electronic mail. EXHIBIT 6 EXCERPT FROM DRAFT TRAFFIC AND SAFETY COMMISSION MINUTES WILL BE PROVIDED UNDER SEPARATE COVER. sAlegahour documents \ordinances \15 \no parking locust.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROHIBITING PARKING ON THE EAST SIDE OF NORTH LOCUST STREET FROM ITS INTERSECTION WITH PARKWAY STREET TO ITS INTERSECTION WITH EAST UNIVERSITY DRIVE; 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 east side of North Locust Street from its intersection with Parkway Street to its intersection with East University Drive. 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 12015. ATTEST: JENNIFER WALTERS, CITY SECRETARY I= APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: zx-llt 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 -505, Version: 1 DEPARTMENT: CM/ ACM: Date: Transportation John Cabrales, Jr. June 16, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance of the City of Denton, Texas prohibiting parking on both sides of West Mulberry Street from 8:00 a.m. until 6:00 p.m. on Monday through Friday from its intersection with Cedar Street to its intersection with Carroll Boulevard; providing a repealer clause; providing a savings clause; providing 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 The subject street segment was previously established as a no parking zone with "no parking" signs posted on both the north and south side of the street restricting on- street parking. Signs were removed in April 2013, as part of a city -wide maintenance effort to improve signage throughout Denton. Because there was not an ordinance in place to restrict and enforce on- street parking, the no parking signs were not replaced resulting in vehicles parking on both sides of the street in this area. Denton Area Credit Union (DATCU) approached the City of Denton requesting the City re- establish the no parking zone to improve pedestrian safety and mobility in the area. Because this street segment had previously been posted as a No Parking Zone, staff initiated contact with adjacent property owners, including the County, to advise of the proposal. Representatives from the adjacent property owners provided verbal consent, via telephone conversations, to re- establish the no parking zone. The item was considered by the Traffic Safety Commission on June 8, 2015, and the Commission recommended an option to restrict on- street parking on both sides of West Mulberry from Cedar Street to Carroll Boulevard between 8:00 a.m. and 6:00 p.m., Monday through Friday. The Commission believed this was the best approach to restoring the previous no parking zone while also maintaining parking capacity for the Downtown area on the weekends and after normal business hours. OPTIONS 1. Restrict parking on both sides, Cedar to Carroll 2. Restrict parking on both sides, Cedar to Carroll, 8 am to 6 pm Monday - Friday 3. Restrict parking on one side, Cedar to Carroll 4. Restrict parking on one side, Cedar to Carroll, 8 am to 6 pm Monday - Friday 5. Do not take action RECOMMENDATION City of Denton Page 1 of 2 Printed on 6/11/2015 File #: ID 15 -505, Version: 1 The Traffic Safety Commission recommended, 5 -0, for the Denton City Council to consider Option 2. ESTIMATED SCHEDULE OF PROJECT If adopted by the City Council, a public notice is required to be placed in the Denton Record Chronicle 14 days prior to posting and enforcing the proposed parking restriction. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On June 8, 2015, the Traffic Safety Commission Recommended Option 2, 5 -0. FISCAL INFORMATION Staff estimates less $1,000 in material cost to erect appropriate signage. Labor costs have not been included. EXHIBITS 1. Site Map 2. Excerpt from Draft Minutes of June 8, 2015, Traffic Safety Commission Meeting 3. Ordinance Respectfully submitted: Mark Nelson Transportation Director City of Denton Page 2 of 2 Printed on 6/11/2015 EXHIBIT 2 1 DRAFT MINUTES - Excerpt 2 TRAFFIC SAFETY COMMISSION 3 Monday, June 8, 2015 4 5 After determining that a quorum of the Traffic Safety Commission was present, the Commission 6 convened the meeting on Monday, March 2, 2015 at 5:34 p.m. in the City Council Chamber 7 Work Session Room, City Hall, 215 East McKinney Street, Denton, Texas. 8 9 Present: Chair Wally Campbell, Vice Chair Nancy DiMarco, Adam Reese John Murphy, 10 Patrice Lyke and Jessica Lambert 11 12 Absent: Cameron Cox 13 14 Also Present: Mark Nelson, Director of Transportation; John Davis, Director of Engineering 15 Services; Bud Vokoun, Senior Engineer; Julie Anderson, Bicycle and Pedestrian 16 Coordinator and Kim Mankin, Administrative Supervisor 17 18 OPEN MEETING 19 20 21 3) Receive a report, hold a discussion and make a recommendation regarding a No Park Ordinance 22 for Mulberry Street from Cedar Street to Carroll Boulevard. 23 24 Mark Nelson made the presentation on this item. There has been a recent request to expedite 25 a no park ordinance along Mulberry from Cedar Street to Carroll Blvd. This street had been 26 previously posted as `No Park' on both sides, as part of the sign maintenance program in 27 2013 it was discovered there was no ordinance so the signs were removed. Vehicles are now 28 starting to park in the location. For the safety of pedestrians and to allow safe driving it has 29 been requested for staff to reestablish the no park in that area. Nelson stated with the 30 expedited schedule, this could be placed on the Council Agenda for next week should an 31 acceptable solution /recommendation be made. 32 33 Nelson stated that the normal process for a `no park', if initiated by a citizen, would be for 34 the citizen or business owner to facilitate a petition with the appropriate signatures by 35 residents and property owners on both sides of the street. This is a request by a business but 36 it is being advanced as a City initiated request because of the previous status. Nelson has 37 visited with one of the property owners which is the Martino Development, an apartment 38 complex on the north side of Mulberry. Nelson has also called Judge Horn's office and 39 Commissioner Eads and is awaiting a call back. Nelson reported he spoke with 40 Commissioner Coleman and he did not have an issue or any concerns with this item. 41 42 One concern that has been raised is the impact of downtown parking. There has been a 43 continued effort to increase parking in the downtown area. Any type of restricted parking in 44 this area would impact that increased parking effort. There may be options that may allow 45 for some of the capacity to remain in play as well as restrict parking for safety. Mobility Committee Meeting Draft Minutes June 8, 2015 Page 2 of 3 1 Nelson showed a photo of Mulberry Street. There are four parking spots (north side of 2 Mulberry east of DATCU) that were added to meet code for the development (H2) that 3 would not be impacted. 4 5 Normally the request to restrict parking is from intersection to intersection. Within the last 6 12 to 14 months there was an exception for reasons of public safety as it related to a multi- 7 story, multi - family residential project. The exception was to no park a certain distance from 8 the edge of the intersection, allowing for the fire hose to reach appropriate hydrant locations 9 as well as the (fire) equipment to set up. That would not have any effect on this location. 10 11 There are four options that include; both sides — Cedar to Carroll, both sides — Cedar to 12 Carroll — 8am to 6pm, one side — Cedar to Carroll, and one side — Cedar to Carroll Sam to 13 6pm, Monday - Friday. The second option of both sides from Cedar to Carroll 8am to 6pm, 14 Monday — Friday would help with the demand of parking capacity for the downtown area. 15 Staff has been working with DATCU for a win -win for the City, downtown and the business. 16 17 DiMarco asked with the Community Market, is it possible to have it available for weekend 18 use. Nelson answered it would be from 8am to 6pm Monday through Friday. 19 20 The Chair then opened the meeting for community comment: 21 22 1. Glen McKenzie, President, DATCU — Stated that there was no parking before and they 23 are finding that people are now parking on both sides of Mulberry Street which really 24 narrows the driving area. It is difficult for emergency vehicles to maneuver down the 25 street as well. There is a lot of traffic at the ATM that is located on the North Side of 26 Mulberry across from the Main Branch of DATCU. DATCU would be content with no 27 parking both sides from 8am to 6pm, which would make it available for parking in the 28 evening and on weekends for the downtown area. 29 2. Kathryn Lynass, Director of Administration for the County Judge — stated that Nelson has 30 reached out to Judge Horn as well as Commissioner Eades. Judge Horn is not in the 31 office this week and Commission Eads will try and call Nelson back. Lynass clarified the 32 market is the Community Market having a lot of traffic which is very good. Maybe with 33 the restriction from 8am to 6pm Monday through Friday would be beneficial. Lynass 34 then asked why it is Cedar Street to Carroll Blvd instead of Elm Street to Carroll Blvd. 35 36 Commissioner Murphy asked staff to see if emergency vehicles are having difficulty with the 37 street. If emergency vehicles have problems with parking on that street, the 8am to 6pm 38 restriction may need to be changed to no park at all. Nelson will check to see if that is a 39 problem. 40 41 Nelson answered the question of Ms. Lynass regarding the change from Cedar Street to Elm 42 Street. Staff was just address the previously established restriction. 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Mobility Committee Meeting Draft Minutes June 8, 2015 Page 3 of 3 Commissioner Lyke asked on the section from Cedar Street to Elm Street if that is still parking on both side, Nelson answered yes it is parking on both sides. Lyke then added that she would like the restriction to be one side Sam to 6pm, that does allow for parking on one side during the day. McKenzie stated that DATCU fronts Mulberry and is asking to just put the signs back that were there previously. If is very difficult to turn on to Mulberry from their driveway with parking. DATCU is very willing to help with the downtown area that is why they would like both sides restricted from Sam to 6pm Monday through Friday. Lyke added that if Cedar to Carroll isn't sufficient then Elm to Carroll can be revisited. Commissioner Lambert motioned to approve Option 2 No Park from Cedar Street to Carroll Blvd, Monday through Friday Sam to 6pm. Second was by Commissioner DiMarco. Vote 5 -0 approved. 4) Adj ournment With no further business to address, the Commission adjourned at 7:10 p.m. a \users\2376634 \appdata \local \mierosott \windows \temporary internet tiles \content.outlookVr7bgbp9 \no parking nmlberryboths ides. doe ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROHIBITING PARKING ON BOTH SIDES OF WEST MULBERRY STREET FROM 8:00 A.M. UNTIL 6:00 P.M. ON MONDAY THROUGH FRIDAY FROM ITS INTERSECTION WITH CEDAR STREET TO ITS INTERSECTION WITH CARROLL BOULEVARD; 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 from 8:00 a.m. until 6:00 p.m. on Monday through Friday on either side of West Mulberry Street from its intersection with Cedar Street to its intersection with Carroll Boulevard. 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 I. 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 -513, Version: 1 DEPARTMENT: CM/ ACM: Date: Legal Anita Burgess June 16, 2015 Legislation Text Agenda Information Sheet SUBJECT Consider adoption of an ordinance amending Initiative Ordinance No. 2014 -01, "Prohibition of Hydraulic Fracturing "; to declare the City's non - enforcement of same; or consider adoption of an ordinance declaring the City's non - enforcement of Initiative Ordinance No. 2014 -01; and providing for an immediate effective date. BACKGROUND On November 4, 2014, the citizens of Denton approved Initiative Ordinance No. 2014 -01 banning hydraulic fracturing in the City. Said Ordinance was canvassed on November 18, 2014, and thereafter effective following publication. On May 18, 2105, the Governor of the State of Texas signed into law HB 40 which, among other things, limits the ability of cities to ban hydraulic fracturing. The matter before the City Council would provide that the City will not enforce Initiative Ordinance No. 2014- 01 in the light of the action of the Texas Legislature in enacting HB 40. OPTIONS Approve, deny or postpone the action. RECOMMENDATION Staff recommends approval. EXHIBITS Exhibit l: Ordinances Respectfully submitted, Anita Burgess City Attorney City of Denton Page 1 of 1 Printed on 6/11/2015 Olegahour documents\gas well doemnents\1 5\ordiriance amending hydraulic fracturing ban initiative ordinance.docx ORDINANCE NO. AN ORDINANCE OFTIIE CITY OF DENTON, TEXAS AMENDING INITIATIVE' ORDINANCE NO. 2014-01, "PROHIBITION OF HYDRAULIC FRACTURING"; AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE. WHEREAS, on November 4, 2014, the citizens of Denton, Texas voted in favor of prohibiting hydraulic fracturing within the City of Denton, Texas, which prohibition was codified as Initiative Ordinance 2014-01, "Prohibition of Hydraulic Fracturing"; and WHEREAS, the Texas Legislature passed House Bill 40, which bill prohibits a municipality from enacting or enforcing a hydraulic fracturing ban; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. In light of the Texas Legislature's passage of I-louse Bill 40, the City of Denton, exas will not enforce Initiative Ordinance No. 2014-01. SECTION 2. This ordinance shall become effective immediately upon 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 BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY B Y: sAlegahour d0CLn-nents\gas well dOCLInients\1 5\ordinance to not enforce hydraulic fracturing ban initiative ordniance,docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF'DENTON, TEXAS RELA'T'ING TO I'HE NON- ENFORCEMENT OF INITIATIVE ORDINANCE NO. 2014-01, "PROI-IJBI-riON OF HYDRAULIC FRACTURING"; AND PROVIDING FOR AN IMMEDIATE EFFECTIVE DATE. WHEREAS, on November 4, 2014, the citizens of Denton, Texas voted in favor of prohibiting hydraulic fracturing within the City of Denton, Texas, which prohibition was codified as Initiative Ordinance 2014-01, "Prohibition of Hydraulic Fracturing"; and WHEREAS, the Texas Legislature passed House Bill 40, which bill prohibits a municipality from enacting or enforcing a hydraulic fracturing ban; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. In light of House Bill 40, the City of Denton, Texas will not enforce Initiative Ordinance No. 2014-01. SECTION 2. This ordinance shall become effective immediately upon 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 am 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 #: DCA14- 0009h, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Planning and Development ACM: Jon Fortune Date: June 16, 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- 0009h). 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 seven 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 were originally 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 City of Denton Page 1 of 4 Printed on 6/11/2015 File #: DCA14- 0009h, Version: 1 reorganized to provide 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. House Bill 40 (HB 40), relating to the exclusive jurisdiction of this state to regulate oil and gas operations in this state and the express preemption of local regulation of those operations, was enacted by the Texas Legislature and signed by the Governor on May 18, 2015. This new legislation has prompted City staff to review the City's gas well regulations, including the proposed revisions now before City Council, in order to reconcile the municipal ordinances with state law. In light of the statewide changes brought forth from HB 40, staff is of the opinion that the currently proposed amendments to Subchapters 5, 7, 16 and 22 of the Denton Development Code need further consideration. RECOMMENDATIONS On February 4, 2015, the Planning and Zoning Commission (P &Z) voted 4 -3 to recommend DENIAL of DCA14 -0009. Prior to the enactment of HB 40, the Development Review Committee recommended APPROVAL of this request. In light of HB 40, however, staff now believes that the current draft revisions need further review and recommends a REMAND of the case back to P &Z for reconsideration. 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 postpone action on the item. City of Denton Page 2 of 4 Printed on 6/11/2015 File #: DCA14- 0009h, Version: 1 6. Remand the case to P &Z for reconsideration in light of HB 40. PRIOR ACTION/REVIEW On December 16, 2014, the City Council and 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. 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. On April 7, 2015, City Council voted 7 -0 to continue the public hearing for DCA14 -0009 to April 14, 2015. On April 14, 2015, City Council voted 7 -0 to continue the public hearing for DCA14 -0009 to June 16, 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 Minutes 11. Gas Well Amendments Ordinance City of Denton Page 3 of 4 Printed on 6/11/2015 File #: DCA14- 0009h, Version: 1 Respectfully submitted: Aimee Bissett Interim Planning & Development Director Prepared by: Darren Groth, AICP, CPM, REP Manager, Gas Well Inspections Division City of Denton Page 4 of 4 Printed on 6/11/2015 Section 3505 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 February 4, 2015, Planning & Zoning Commission Meeting Minutes 3. 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. 4. 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 minority 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. Pi 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 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 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. 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. 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) 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] Questions & Answers From Joint Planning and Zoning and City Council Meeting of December 16, 2014 Regarding Gas Well Ordinance Amendments Posted to the City Website What exceptions apply to consolidation permit requirements and how many applications are currently pending? Answer: The purpose of the proposed draft amendments is to require nearly all applications for new gas wells to conform to consolidation site standards. Exceptions to consolidation permit review are listed in Chapter 22, section 35.22.4.B.2. The principal exceptions are for gas well permits that were issued prior to the city's moratorium ordinance and remain in effect, and gas well permit applications that were pending prior to the enactment of the moratorium. What is the timeline to obtain a gas well permit? Answer: Since most gas well permits are requested on existing sites, the average timeline to obtain a gas well permit will likely be approximately 90 days. The estimate presented during the joint public hearing indicated approximately 145 days for a legislative review and approximately 120 days for an administrative review. These estimates, however, could be shortened if the applicant's response to staff review comments does not utilize the entire time allocation to as little as 80 -105 days, depending on the type of review needed. Do consolidation permit requirements apply in the extraterritorial jurisdiction (ETJ)? Answer: They apply indirectly, for gas well leases that straddle the city boundaries only. Because consolidation permit review applies to all land subject to contiguous mineral leases, gas well drilling and production sites in the ETJ may be considered for a consolidated site at the request of the applicant. If existing sites within city limits are constrained by protected uses, it may be to the benefit of all parties to locate a consolidated site in the adjacent ETJ. If so, the City and the operator could enter a development agreement outlining the respective obligations of the operator and the City. Describe the status of the U.S. Environmental Protection Agency (EPA) regulations for flaring, flowback, and green completions and identify whether the January 1, 2015 deadline is holding. Answer: The EPA New Performance Standards for Crude Oil and Natural Gas Production, Transmission and Distribution became effective on January 1, 2015. Further, on December 19, 2014, the EPA clarified and finalized some updates to its 2012 New Source Performance Standards for the oil and natural gas industry. The amendments respond to requests for clarification and issues raised in administration petitions for reconsideration but did not change the emission reduction green completions in the 2012 rules. The 12 -19 -14 updates: ➢ Provided additional detail on requirements of handling of gas and liquids during well completion operations; ➢ Clarified requirements for storage tanks; ➢ Defined low - pressure wells; ➢ Clarified certain requirements for leak detection at natural gas processing plants; ➢ Updated requirements for reciprocating compressors; and ➢ Updated the definition of "responsible official." The EPA identified two distinct stages of a well completion operation known as "flowback," with specific requirements for handling gas and liquids during each stage, including clarifying when green completion equipment must be used. The initial flowback stage extends from the beginning of flowback and ends when it is technically feasible for "green completion" equipment to function. The next stage is separation flowback and in this stage, special equipment separates gas, liquid hydrocarbons, and water that come from the well. Wells subject to green completion requirements must begin using green completions no later than Jan. 1, 2015. Wells not subject to these requirements, such as exploratory wells, must flare the gas during separation. Are open pits prohibited? Answer: The city did enact provisions in Ordinance 2013 -014, dated January 15, 2013, prohibiting open pits and requiring closed -loop mud systems. No new open pits have been installed since this date. Can the City prohibit compressor stations? Answer: No, cities cannot prohibit compressor stations. Compressor stations are facilities located along the U.S. interstate natural gas pipeline network. They compress natural gas to a specified pressure, thereby allowing it to continue traveling along the pipeline network to the intended recipient. The entity that builds the compressor station is considered a "utility provider" with condemnation powers under the Texas Utilities Code. Compressor stations are built in accordance with the safety standards as they appear in the U.S. Pipeline Safety Act. They are generally regulated by the state and federal government, not by municipalities. The City may enact regulations that address aesthetics and other land use issues without violating federal or state law. However, the City may not "zone out" a utility provider from locating a compressor station in the city. The City does regulate setbacks for compressor stations from protected uses. Can the City conduct air and water quality monitoring? Answer: Cities may conduct, and pay for, air and water monitoring. Are the production monitoring inspections surprise inspections or not? If not, can we require that the inspections be surprise inspections? Restaurants and daycare and other businesses have surprise inspections. Why should Gas Well Production Sites be different? Answer: Some businesses are generally open to the public, and members of the public entering on these premises are deemed "invitees." Since these businesses are open to the public at large, so too can inspectors enter on the premises for purposes of conducting inspections. This is not true with Gas Well Production Sites. Members of the public are considered "trespassers" and are not allowed upon these premises. These sites are fenced and usually locked to deny admittance to the site, for reasons of safety and because the general public is not being provided an opportunity to purchase goods or obtain services. While the proposed ordinance revisions at Section 35.22.11 assert that any third party performing Gas Well Production monitoring shall have the same right of entry upon the site as the Gas Well Inspector, nothing in the city's ordinance changes the requirement that a city must gain proper authority to enter a premise to which it is denied access, including by presentation of a locked site. Gaining access under these circumstances requires consent of the owner or an administrative warrant issued by a judge. What remedies are available in the event an operator is found to have malfunctioning equipment during the course of production monitoring? Answer: Section 35.22.11 addresses remedies in the event an operator is found to have fugitive emissions from equipment at a drill site. The primary objective is to require correction of any malfunctioning equipment which is causing the emissions. The City shall notify the operator in writing, as well as state and federal regulatory agencies having jurisdiction to regulate these issues. In the event a state or federal agency issues 2 or more notices of violation per well or drilling and production site during any 12 -month period, within 30 days of the second notice, the operator shall submit to the City a Leak Detection and Compliance Plan with elements as described in the proposed ordinance, including installation or repair of equipment, the submission of a response plan, and the provision of quarterly reports including the evaluation of potential impacts to air, soil, surface water and groundwater. What efforts are underway to promote public education of gas well activities in Denton? Answer: Recent modifications to the Gas Well Inspections Division's website ( www. cityofdenton .com/gaswellinspections) provide a useful tool to educate the general public about gas well activity. The site contains a user - friendly Main Page with simple icons for ease of use and contact information for both division staff members and a 24 -hour hotline (940- 349- 8GAS). A press release highlighting the changes was recently forwarded to various media outlets for publication to assist spreading the word. A one -page fact sheet flyer will summarize the City's gas well program, contacts at the local universities will be used to assist with public outreach, and the City will apply for an Excellence Award from the Texas Municipal League. In addition, home owner associations will be contacted with the intent of spreading notices to help inform citizens about the various methods to obtain gas well activity information. What are the current notification requirements for a well blowout? Answer: The Fire Code requires the fire code official be notified of any unauthorized discharges of hazardous materials under Section 2703.3.1. Additionally, the emergency response plan has a section that specifically addresses emergency notification of public safety personnel during any type of incident. This document is required for any hazardous materials operations and must be submitted to obtain a drilling permit. Emergency notification is made through 911 though it is conceivable notification would be made telephonically with the Fire Marshal. What notification and disclosure requirements are in the draft Gas Well Ordinance amendments that will alert homebuyers that there are gas wells nearby? Answer: A new subsection "E." is proposed to be added to Subsection 35.16.7 that provides the following notification and disclosure requirements: E. Gas Well Notification Disclosure. A Plat that proposes single -or multi - family residential lots that will be within 1,200 feet of one or more gas well pad sites, except for those gas well pad sites and their subsurface mineral interests which are eliminated through plugging and abandonment, the Developer shall be required to provide all of the following disclosure notifications to all lot purchasers: A note shall be placed on the Plat identifying the gas well pad site(s) and those proposed lots that are within 1,200 feet of the gas well pad site(s). Said note shall also include a statement that advises lot purchasers of the existence of producing wells on the gas well pad site(s), the possibility of new wells that may be drilled and fracture stimulated on the gas well pad site(s), as well as the possibility that gas wells on the gas well pad site(s) may be re- drilled and /or re- fracture stimulated in the future. 2. There shall be depicted on the Plat, or in a separate map, the location of the gas well pad site(s) in relation to the lots that are within 1,200 feet of a gas well pad site(s). 3. A provision shall be included in the Declaration of Restrictive Covenants that advises lot purchasers of the existence of producing wells on the gas well pad site(s), the possibility that new wells may be drilled and fracture stimulated on the gas well pad site(s), as well as the possibility that gas wells on the gas well pad site(s) may be re- drilled and /or re- fracture stimulated in the future. 4. A Notice document that advises lot purchasers of the existence of producing wells on the gas well pad site(s), the possibility that new wells may be drilled and fracture stimulated on the gas well pad site(s), as well as the possibility that gas wells on the gas well pad site(s) may be re- drilled and /or re- fracture stimulated in the future, shall be recorded with the Denton County Clerk's Office. The form of the disclosure notifications required in subsections E.3. and E.4. shall be approved by the City Attorney. Finally, in Section 35.22.8.C.3, the size of the sign that is to be displayed at each Drilling and Production Site has increased so as to provide better visibility. In addition, the sign will now need to include language that the Site may be subject to future drilling and production activity. What standards are in place for reverse set - backs, where an application is made for a residential subdivision or other surface development before any existing gas well drilling and production site has been designated as a consolidated site? Answer: There are no provisions in the draft gas well amendments that address this circumstance. This means that a surface developer could locate the development 300 feet from an existing gas well site, which then could not be designated as a consolidated site thereafter. This should encourage gas well operators to apply for consolidated sites at the earliest opportunity following enactment of the consolidated site regulations. Why not amend the consolidation permit section to provide that appeals from the gas well administrator go directly to the City Council, not the Board of Adjustment? What procedures and standards govern Board decisions? Answer: Chapter 22 permits are deemed to be part of the City's zoning regulations. Under Tex. Loc. Gov't Code, chapter 211, an appeal from an administrative decision by statute must be made to the Board of Adjustment. The Board is a quasi-judicial body, which means that it is vested with greater discretion to make decisions involving matters delegated to it by statute or by City ordinance. Nevertheless, the Board must make its decision on any matter within its jurisdiction under standards prescribed by ordinance. Appeals from gas well administrative decisions, variance requests and special exceptions, are governed first by standards generally applicable to any zoning issue, and further by special standards applicable solely to gas wells. These are found in Chapter 22, Section 14.A of the draft gas well amendments. Decisions of the Board must be made after a public hearing has been held. Six of the seven regular Board members (three - quarters majority) must agree to approve matters within the Board's jurisdiction. What are the remedies available to the City under the Initiative Ordinance banning hydraulic fracturing? Answer: We note that some misinformation has been circulated as to enforcement of the initiative ordinance and there have been suggestions that the City should arrest anyone violating the ordinance. The penalty provision of this ordinance is written, like all City ordinances, as a Class C misdemeanor. Class C misdemeanors are fine only offenses; therefore, neither arrest nor jail time are typically appropriate in the case of a Class C misdemeanor. Additionally, injunctive relief is available and may be appropriate. Should we increase the frequency of the Production Monitoring inspections such that all wells are inspected quarterly? Answer: Staff has proposed that the frequency of Production Monitoring inspections be based on the proximity to "protected" uses. Sites in closest proximity to "protected" uses would have more frequent inspections and sites more distant from "protected" uses would have fewer inspections. Staff is of the opinion that this policy encourages operators to locate sites at a greater distance from "protected" uses and that this is the desired result of the community. Staff also believes the proposed inspection schedule addresses the heightened concerns of citizens located in close proximity to gas well sites that equipment shall be required to be in good operating order. The proposed inspection schedule is set forth in an Exhibit to the Amendments to the Gas Well Fee Ordinance. What notification requirements are provided to the public regarding Zoning Board of Adjustment (BOA) meetings? Answer: The BOA meetings are advertised as required by State law and the DDC. The meetings are published in the Denton Record Chronicle. In addition, a notice of each zoning item is provided to every surrounding property owner within 200 feet of the property at issue. Further, although not required, the City sends a courtesy notice to surrounding property owners within 500 feet of the property at issue. Finally, a notice of the BOA's meeting agenda is posted on the bulletin board located at City Hall and posted on the City's internet website. How are surface owners of land subject to a mineral lease notified of an application for a consolidation permit for a new well on an existing drilling and production site? Answer: Currently, Section 4 does not provide for special notice to surface owners. However, the requirements for an application for a Combining District require the operator to show proof of notice to all surface owners of the land subject to the mineral lease. In light of the discussion on this topic, City Staff will amend the consolidation permit application requirements to provide the same notice to surface owners for consideration by the City Council. Consent of the surface owner is not required. As with other administrative permits in the zoning arena, no public hearing is required. Will Gas Well Operators be notified as to the filing of new residential surface plats that encroach within 1,200 feet of the boundary of the Drilling and Production Site? Answer: There is not a notification requirement in the initial draft of the Gas Well Ordinance Amendments. However, Staff will prepare a provision to that effect for Council's consideration. Are the reverse setbacks sufficient to mitigate the impacts on gas well drilling and production? Are the reverse setbacks too great such that there is a deleterious effect on surface development? Answer: The proposed reverse setbacks are 300' for a regular drill site, and 600' for a consolidated site. The propriety of the setbacks is ultimately a policy decision of the City Council. Staff has attempted to strike a reasonable balance between the impacts of the drilling operations and the opportunities of the surface owner to develop the property. It is noted that development not included as a "protected" use would not be bound by the "reverse" setbacks, but could encroach upon the drilling and production site to within the distance limitations of the Fire Code. I'd like to explore why a well is allowed in a flood fringe, but not a flood plain. Are there inherent risks associated with wells in flood plains? If so, why would we allow a well in a flood fringe, which I assume is also classified as an ESA (am I correct about that)? Answer: There might be some confusion about the differences between floodway, flood fringe, and floodplain that requires clarification before further discussing the merits of allowing drilling in the flood fringe. Below are included the definitions as listed in the Denton Development Code. Floodway. Area regulated by federal, state, or local requirements to provide for discharge for the base flow, so that the cumulative increase in water surface elevation is no more than a designated amount within the one hundred (100) year floodplain. A river, channel or other watercourse and the adjacent land areas that must be reserved in order to discharge the base flood without cumulatively increasing the water surface elevation more than a designated height. Noy, inally, the floodway will include the stream channel and that portion of the adjacent land areas required to pass the base flood (100 year flood) discharge without cumulatively increasing the water surface elevation at any point more than one - foot above that of the pre floodway condition, including those designated on the flood insurance rate map. Flood Fringe. The area located within the floodplain and outside the floodway. Floodplain. An area identified by the Federal Emergency Management Agency as possibly being flood prone, or below the immediate flood line (one hundred (100) year floodplain). In other words, FEMA 100 -year floodplain is the land in the floodplain subject to a one - percent or greater chance of flooding in any given year. The floodplain is composed of the floodway and the flood fringe. The floodway is the stream channel and that portion of the adjacent floodplain that must remain open to permit passage of the base flood (a.k.a. 100 -yr flood). Floodwaters generally are deepest and swiftest in the floodway, and anything in this area is in the greatest danger during a flood. The remainder of the floodplain is called the flood fringe, where water may be shallower and slower. Consequently, most communities permit development in the flood fringe if the development is elevated or otherwise protected to the base flood level. Flood Level 4 Flood Hazard Area 0 00 -Year Floadplaiia) ------- - - - - -- ------- - - - -- Floadwa - Frin ge Fringe Stream Clronnel y Normal Water Level Cross - section showing the Floodway and Flood Fringe Unregulated drilling in floodplains poses numerous potential risks such as tanks floating away during flooding events if not properly anchored, contaminants reaching waterways during spills and floods, the removal of vegetative ground cover for the construction of pad sites increasing the chances of sediments and pollutants reaching the waterways without any attenuation, and the elimination of important habitats. However, drilling in the flood fringes, where floodwaters are typically shallower and slower, presents a substantially reduced risk, particularly when appropriate conditions are imposed which reduce these risks. Since 2013, Denton only allows gas well drilling in the flood fringe with the approval of a specific use permit (SUP). Drilling in the floodway is not allowed. In contrast, previous to 2013, drilling in the flood fringe was allowed by right and only drilling in the floodway required a SUP. Additional conditions can be included as part of the approval of SUPS with the intent of further reducing the risks or mitigating for the removal of vegetation or habitat losses when drilling in the flood fringe. In addition to requiring SUPS, the DDC prohibits the placement of storage tanks and separation facilities in the flood fringe. The number of wells in the flood fringe is limited to one well head, and is subject to the approval of a hydrologic and hydraulic engineering study demonstrating no adverse impact on the carrying capacity of the adjacent waterway or increasing the water surface elevation of the floodplain. However, an exception to the SUP requirement is granted when gas wells are drilled directionally (meaning the pad site is outside the floodplain) and have a target location or bottom -hole location that is under the floodway. By definition FEMA 100 -yr floodplains are considered a type of environmentally sensitive areas (ESAs) granting floodplains additional protection. Drilling in ESAs requires a watershed protection permit (WPP) that includes a field assessment of the protected areas and, if necessary, the imposition of additional conditions. Subchapter 22 also establishes the chronological order of approval for gas well sites encroaching into ESAs. Drilling in the flood fringe requires the approval of an SUP, WPP, and gas well site plan before a drilling permit can be issued. The current requirements provide a series of checks and balances through the staff review process and City Council action before drilling in the flood fringe can take place. The requirement of placing storage tanks and separation facilities outside floodplains and limiting the number of wells in the flood fringe, in conjunction with SUPS and WPPs, provides opportunities for reducing risks and requiring mitigating measures. What standards exist to address the adequacy of roadways used to access drilling and production sites? Answer: The transportation route for every Drilling and Production Site is reviewed to calculate the road damage remediation fee that an operator must pay for various activities performed for each well. The roadway condition or adequacy, construction type, and segment length in lane miles are all included in the calculation. The City conducted an extensive engineering study to determine these road impacts. The assessments in the City's Fee Ordinance are based on this study. Does the RRC or TCEQ have cooperative programs or other opportunities to deputize City staff? Answer: The City's stormwater program is not characterized as "cooperative" as asked in the question because it is considered a regulatory program that requires certain actions on the City's part as required by the NPDES component of the Clean Water Act. The City, however, is responsible for inspecting construction sites as a part of the City's stormwater permit, even though these construction sites are permitted through the TCEQ. The City is also taking on a greater inspection role with the Multi - Sector general permit holders in the City (who are also permitted through the TCEQ) as a part of our new City of Denton stormwater permit requirements. In pretreatment, we issue local permits for industrial dischargers into our system, and have associated compliance responsibilities. We also have local permitting and inspection responsibilities for on -site sanitary sewage facilities. These responsibilities, however, represent a situation where the City has existing City of Denton permits that require us to perform these duties as a condition of those COD permits. As a result, the responsibilities have been codified in the code of ordinances and the development code to provide the necessary local authority. The Texas Clean Air Act provides some opportunities for the TCEQ to "deputize" city staff. Regarding "cooperative agreements" between the TCEQ and a municipality, note that the Texas Health and Safety Code provides that a city may be able to contract with the TCEQ for the following specific purposes: (1) to provide for the performance of air quality management, inspection, and enforcement functions and to provide technical aid and educational services to a party to the agreement; and (2) for the transfer of money or property from a party to the agreement to another party to the agreement for the purpose of air quality management, inspection, enforcement, technical aid, and education. City Staff is exploring with TCEQ whether this program is feasible for Denton. Describe the City's current water quality monitoring program. Answer: The Watershed Protection Division Water Monitoring Network consists of sites through the City of Denton and surrounding watersheds. Most of the sites are located within the City of Denton but the divisions monitors several sites upstream and downstream of the City limits to be more protective of our vital water resources. Our monitoring program is required as part of the City's stormwater permit under the Clean Water Act (MS4 Permit — Municipal Separate Storm Sewer System) for illicit discharge detection and elimination. Denton began monitoring several years before our permit became live because of EPA grants we received. This has allowed us to look at some of the long -term trends more closely and determine when we have a problem or impact somewhere. The objective of the Watershed Monitoring Network is to broadly characterize Denton's aquatic resources with a known statistical confidence. (1) Program in place since 2001. Began with 70 sites located around Denton's four primary watersheds (Cooper, Pecan, Clear, Hickory) (2) Now have approximately 85 sites and have added Denton Creek watershed (3) Sites monitored monthly for water quality parameters (pesticides during growing season). (4) Continuous monitoring sites at end of each watershed (5) Ability to respond to illicit discharges as needed Over 1000 sites have been visited in 2014. Water samples (including quality assurance samples) are collected as frequently as every 30 minutes at continuous monitoring stations. Most samples are taken monthly. Are the proposed disclosure provisions of the draft ordinance sufficient notice of gas well activities? How can we get notification and disclosures of gas well activities to renters as opposed to homeowners? What were the notice provisions the City Council previously imposed in 2 zone cases, one in 2013 and one in 2014? Answer: The proposed ordinance revisions require that Surface Plats for single or multi - family residential developments within 1200 feet of gas well pad sites shall note the location of the Pad Site, the existence of well(s), the possibility of new wells, the possibility of more drilling and fracturing, and the possibility of re- working wells. Further, a Declaration of Restrictive Covenants shall advise purchasers of the existence of well(s), the possibility of new wells, the possibility of more drilling and fracturing, and the possibility of re- working. Finally, a Notice document shall be recorded in County Clerk's Office as to existence of well(s), the possibility of new wells; the possibility of more drilling and fracturing, and the possibility of re- working. As to renters, we note some states have provisions in law requiring notice to tenants regarding any number of events, including gas well activities. These provisions are generally written as a "Bill of Rights for Tenants." Such laws typically require landlords to give notice to tenants prior to the execution of leases as to drilling activities in the vicinity, sometimes also requiring notice of drilling activities such as re- working during the term of the lease. The requirements operate by imposing these notice duties upon landlords, who in turn, must insure all required notices are provided to prospective and current tenants. Whether this is feasible in Denton where there are a large number of rental units is an open question. City Staff notes that rental contracts are of a definite term and do not carry the same investment burden and opportunity as home ownership. In addition, there is a high turnover in rental occupancy such that any tenant information will be quickly outdated. Another method of notice to renters would be the City's website, along with public education regarding the interactive mapping system which provides locations of all well sites in the City. The notice provisions enacted by the City Council in two separate zone cases in previous years are similar to the ones proposed in the draft ordinance, and city staff used the notice provisions in those two prior zone cases as a pattern in crafting the draft ordinance revisions. Can the City require realtors to disclose the location of gas well production sites? Answer: The City's authority generally does not reach into this occupation. However, the City has explored some possibilities with the Texas Association of Realtors in Austin with the assistance of the Texas Municipal League. Preliminarily, it appears that the Association may be willing to support some disclosure language in standard real estate contracts. When does an existing drilling and production site become a consolidated site and what exceptions apply to consolidation permit requirements? Answer: Following approval of either a Gas Well Combining District by the City Council or approval of a consolidation permit by the Oil and Gas Well Inspector, a site becomes a consolidated site. In the case of a consolidation permit, the approval is not complete until the operator submits and records a development plat restricting the remainder of the mineral leasehold from future gas well development. The 2013 gas well amendments provided a number of exceptions, the proposed draft amendments are written to require nearly all applications for new gas wells to conform to consolidation site standards. Exceptions to consolidation permit review are listed in Chapter 22, section 35.22.4.B.2. The principal exceptions are for gas well permits that were issued prior to the city's moratorium ordinance and remain in effect, and gas well permit applications that were pending prior to the enactment of the moratorium. Further explain the activities covered by the gas well permit and the completion permit. Answer: The gas well permit is a two -stage written authorization granted by the City of Denton that authorizes drilling, completion and production activities, issued pursuant to rules and regulations of the Denton Development Code. A gas well permit is required for each separate well and for each re -drill of any gas well. The completion permit authorizes completion activities and subsequent production activities either after initial drilling, as the second stage of the gas well permit, or prior to any new completion activities performed to an existing well. What are the procedures for deciding requests by an operator to lessen the requirements for consolidated drilling and production sites due to geological or contractual constraints? Answer: The draft gas well amendments recognize that there are circumstances in which consolidated site standards cannot be fully achieved because of geological conditions or contractual obligations which prevent an operator who holds mineral leases for contiguous land from being able to combine the acreage for purposes of determining the location of a consolidated site. In the case of a consolidation permit application, an operator must apply for a special exception to the Board of Adjustment in order to reduce the acreage under consideration for a consolidated site. The Board will decide the request pursuant to the standards for the special exception in Section 35.22.14.B. If the Board decides that special circumstances require reduction of the area to be considered for the consolidated site, its determination will become the basis for the Oil and Gas Inspector's administrative review. Because this decision could also result in consideration of existing drilling and production sites that are closer to protected uses than the Oil and Gas Inspector has discretion to designate as a consolidated site, an operator may also apply to the Board for a variance to the well set -back standards. The Board, however, may not grant an exception to a setback less than five hundred feet. An operator that applies for a Combining District to establish a new drilling and production site may present geological or contractual impediments to the area under consideration for the District to the City Council as part of the zoning amendment process. Can the City re- insert the recitations concerning air and water pollution into the recital clauses of the revised ordinance? Answer: City Staff crafted the ordinance to avoid encroachment on state and federal law. Further, those specific recitals are not necessary to support any regulations contained in the draft ordinance. How can the City insure objectivity in the selection of third party gas well investigators? Answer: Under the proposed third party inspector scenario, the City (not the operator) would contract directly with a third party to conduct gas well inspections. The third party gas well inspector would serve as an agent of the City, be paid by the City and act at the City's direction. The operator would have no contractual relationship with the third party gas well inspector and no ability to direct how or when such inspections are conducted. The only connection that the operator would have to the third party gas well inspector is that the cost of the inspections would be passed through from the City to the operator. Additionally, the contract between the City and the third party gas well inspector would be a professional services contract. Such contracts are exempt from the bidding laws and procurement provisions of state law, and would not be subject to those provisions. Questions & Answers From Public and Planning & Zoning Commission January 28, 2015 Regarding Gas Well Ordinance Amendments Posted to the City Website A. Public's list of items for inclusion in the Gas Well Ordinance 1. Can we prohibit compressor stations? Answer: See Q &A, Question No. 6, from December 16, 2014 P &Z & City Council Joint Public Hearing. 2. Can we prohibit all pits? Answer: See Q &A, Question No. 5, from December 16, 2014 P &Z and City Council Joint Public Hearing. 3. Can we mandate vapor recovery systems? Answer: See Q &A, Question No. 4, from December 16, 2014 P &Z and City Council Joint Public Hearing. 4. Can we prohibit flaring? Answer: See Q &A, Question No. 4, from December 16, 2014 P &Z and City Council Joint Public Hearing. 5. Can we prohibit venting? Answer: See Q &A, Question No. 4, from December 16, 2014 P &Z and City Council Joint Public Hearing. 6. Can we require operators to use all electric motors rather than diesel powered motors in order to minimize noise to adjacent property owners? Answer: It is not clear whether a regulation such as this is within the City's authority or the state's authority. However, some cities have ventured into this arena to some extent. For instance, the cities of Arlington and Mansfield have enacted provisions requiring the use of electric motors. The Arlington ordinance stipulates that "Electric or diesel - electric hybrid rigs must be utilized for drilling a well located within four hundred fifty (450) feet of a Protected Use. The CD &P Director may authorize the use of alternative rigs in specific cases if it is determined that the project is in substantial compliance with this Chapter." 1 The City of Mansfield adopted a new ordinance in March 2014 that states "An Operator shall use only electricity to power a drilling rig or permanent lift compressors." Mansfield's ordinance further requires that "The electricity shall be provided by the electric delivery utility company utilizing a ground- mounted transformer located on the Drill Site or Operator Site." Like Arlington, the City of Mansfield also considers the site's distance from a Protected Use. In fact, per Mansfield's ordinance, "The City may approve an alternative power source or equipment such as diesel generators if the Drill Site or Operation Site is located more than one thousand (1,000) feet from a property with a Protected Use, or if the electric delivery utility company reports that there is insufficient capacity to serve a Drill Site or Operation Site." In addition, "An Operator may use temporary diesel generators during a disruption of electric service until such service is restored, provided that the noise produced by such equipment does not exceed the maximum limits established for the Drill Site or Operation Site." The language difference between the Arlington ordinance and the Mansfield ordinance may be slight, but could carry a lot of significance. The reason for the significance is because most drill rigs today operate as electric rigs. In the majority of instances, however, the electricity is produced on -site through the use of diesel powered generators. These generators provide the electricity to power the rig. As such, under typical current operations, most wells already utilize electric rigs for drilling, regardless of distance to a Protected Use. The City of Mansfield requirements elaborated on similar language from the Arlington ordinance to state how the electricity must be provided. Any consideration for this same requirement in Denton should include language regarding the source of the electricity used to power the rig or compressor. In addition, since utility installations should not prematurely dictate development patterns, any stipulation to bring electric service to a Drilling and Production Site should consider proximity to development or specifically Protected Uses. 7. What are the pros and cons to requiring operators to use pressurized tanks during the hydraulic fracturing process? Answer: With the caveat that hydraulic fracturing is prohibited with the City and the amendments do not change this, City Staff points out that the hydraulic fracturing process requires large volumes of water to complete the well. During this process, water is mixed with sand and other additives before being injected downhole as one method to open the rock formation in order to allow the flow of oil or gas. The water used for this process is generally derived from one of three typical sources: 1) Potable water from a municipal or private supply hydrant; 2) Underground water well; or 3) Diverting allowable surface water resources from an existing reservoir. The water withdrawal rate from a water hydrant or well is not rapid enough to directly supply water used during hydraulic fracturing and surface water typically cannot be replenished fast enough to solely rely on this source. To augment the rapid withdrawal rates, water is typically stored in a holding vessel to provide a high enough volume for the hydraulic fracturing process. PJ Early wells typically utilized large acre fresh water make -up pits or " frack ponds" as the method of storing water. Many of these pits are still utilized around Denton today. As a shift from off - site, large -acre storage pits, operators began utilizing on -site storage systems in the form of frack tanks or pool tanks. The pros and cons of each option are weighed in the following table. Storage System Surface Track Pond" Frack Tank 00 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