HomeMy WebLinkAboutJune 30, 2015 Agendato�ut!t4ltl
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Tuesday, June 30, 2015
City of Denton
Meeting Agenda
City Council
3:00 PM
City Hall
215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
Main Conference Room
After determining that a quorum is present, the City Council of the City of Denton, Texas will convene
in a Special Called Closed Meeting on Tuesday, June 30, 2015 at 3:00 p.m. in the Main Conference
Room at City Hall West, 221 N. Elm Street, Denton, Texas at which the following items will be
considered:
1. Closed Meeting:
A. ID 15 -497 Deliberations regarding Real Property - Under Texas Government Code Section
551.072; Consultation with Attorneys - Under Texas Government Code Section
551.071.
Receive information from staff, discuss, deliberate, and provide staff with direction
regarding the potential acquisition of real property interests in the E. Puchalski
Survey, Abstract No. 996, City of Denton, Denton County, Texas, and being
generally located in the 900 block of W. Collins Street (Block 4, Hillside Addition,
City and County of Denton, Texas). Consultation with the City's attorneys regarding
legal issues associated with the acquisition of the real property interests described
above where a public discussion of these legal matters would conflict with the duty
of the City's attorneys to the City of Denton and the Denton City Council under the
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or
would jeopardize the City's legal position in any administrative proceeding or
potential litigation. [Eagle Substation]
B. ID 15 -485 Consultation with Attorneys - Under Texas Government Code, Section 551.071;
Deliberations regarding Economic Development Negotiations - Under Texas
Government Code, Section 551.087.
Receive a report and hold a discussion regarding legal and economic development
issues regarding 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.
C. ID 15 -524 Consultation with Attorneys - Under Texas Government Code, Section 551.071.
City ofDenton Page I Printed on 612512015
City Council Meeting Agenda June 30, 2015
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.
D. ID 15 -525 Consultation with Attorneys - Under Texas Government Code Section 551.071 and
Deliberations regarding Economic Development Negotiations - Under Texas
Government Code Section 551.087.
Discuss, deliberate, receive information from staff and provide staff with direction
pertaining to legal and economic development issues related to a potential economic
development project generally located in the 2000 to 3000 blocks of South Interstate
35 East. This discussion shall include commercial and financial information the
City Council has received from a prospect which the City Council seeks to have
locate, stay, or expand in or near the territory of the city, and with which the City
Council is conducting economic development negotiations; including the offer of
financial or other incentive where the duty of the attorney to the governmental body
under the Texas Disciplinary Rules of Professional Conduct of the State Bar of
Texas clearly conflicts with the provisions of the Texas Open Meetings Act,
Chapter 551 of the Texas Government Code.
E. ID 15 -528 Consultation with Attorneys - Under Texas Government Code Section 551.071,
Deliberations regarding Economic Development Negotiations - Under Texas
Government Code Section 551.087, and Deliberations regarding Real Property -
Under Texas Government Code Section 551.072.
Discuss, deliberate, receive information from staff and provide staff with direction
pertaining to legal and economic development issues related to a potential
residential economic development project and the acquisition of real property
interests generally located in the 900 to 1000 blocks of Ryan Road. This discussion
shall include commercial and financial information the City Council has received
from a Bob Shelton Enterprises 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
City ofDenton Page 2 Printed on 612512015
City Council Meeting Agenda June 30, 2015
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.
F. ID 15 -531 Consultation with Attorneys - Under Texas Government Code, Section 551.071.
Consult with and provide direction to City's attorneys regarding legal issues and
strategies concerning surface development issues involving surface and mineral
estates in connection with Consent Agenda Item No. LC., where a public discussion
of these legal matters would conflict with the duty of the City's attorneys under
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas.
G. ID 15 -532 Deliberations regarding Real Property - Under Texas Government Code Section
551.072; Consultation with Attorneys - Under Texas Government Code Section
551.071.
Discuss, deliberate, receive information from staff and provide staff with direction
pertaining to the acquisition of real property interests in the in the Alexander Hill
Survey, Abstract No. 623, located in the City of Denton, Denton County, Texas, and
located generally in the 200 block of Collins St. Consultation with the City's
attorneys regarding legal issues associated with the acquisition or condemnation of
the real property interests referenced above where a public discussion of these legal
matters would conflict with the duty of the City's attorneys to the City of Denton
and Denton City Council under the Texas Disciplinary Rules of Professional
Conduct of the State Bar of Texas, or would jeopardize the City's legal position in
any administrative proceedings or potential litigation. (DME- Locust SS) [File ID
15 -533]
Following the completion of the Special Called Closed Meeting, the City Council will convene in a
Special Called Work Session to consider the following items:
1. Work Session Reports
A. ID 15 -449 Take a tour of City Hall West and receive a report, hold a discussion, and give staff
direction regarding projects, priorities, and organizational structure of the Planning
and Development Department.
Attachments: Exhibit 1 - Work Session Presentation
Exhibit 2 - Benchmarkinp Results
B. ID 15 -517 Receive a report, hold a discussion, and provide staff with direction concerning
potential application for Regional Toll Revenue (RTR) funds for transportation
projects within the City of Denton.
Attachments: Exhibit 1 RTR Presentation
Exhibit 2 Proiect Comparison Matrix
C. ID 15 -530 Receive a report, hold a discussion, and give staff direction about possible ways that
the City can support or assist in a potential residential development near Ryan Road
City ofDenton Page 3 Printed on 612512015
City Council Meeting Agenda June 30, 2015
and Teasley Lane.
Attachments: Exhibit 1 Shelton Enterprises Letter
Exhibit 2 Proposed Park Property
Exhibit 3 Parks Department Memo
Following the completion of the Special Called Work Session, the City Council will convene in a
Special Called Meeting of the City of Denton City Council to consider the following items:
1. 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 — D). 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 — D below will be approved with one motion. If items are pulled for
separate discussion, they may be considered as the first items following approval of the Consent
Agenda.
A. ID 15 -520 Consider adoption of an ordinance of the City Council of Denton, Texas,
authorizing the City Manager to execute the "Utility Adjustment Agreement
Amendment No. 001 to Agreement No. 35E -U- 0503" to the original "Project Utility
Adjustment Agreement" in the amount of $2,916,668.95, of which $447,853.65 is
payable by the City of Denton for City requested betterments; facilitating and
authorizing the Lake Lewisville water line relocations for the Interstate Highway 35
Project, in substantial conformity with the previously executed Texas Department of
Transportation agreements with the Developer, AGL Constructors, which is a
consortium composed of Archer Western Contractors, LLC, Granite Construction
Co. and the Lane Construction Company; and the Texas Department of
Transportation; authorizing the expenditure of funds therefor; and providing an
effective date. The PUB recommends approval (5 -0).
Attachments: Exhibit 1 - Ordinance
Exhibit 2 - Utility Adiustment Agreement Amendment
B. ID 15 -521 Consider adoption of an ordinance of the City Council of Denton, Texas,
authorizing the City Manager to execute the "Early Release for Construction -
Utility Adjustment Agreement Amendment 35E -U- 003 -002 to Agreement No.
35E -U- 0503" to the original "Project Utility Adjustment Agreement" in the amount
of $1,020,815.00; facilitating and authorizing the adjustment of City of Denton
water and wastewater facilities for the Interstate Highway 35 project, in substantial
conformity with the previously executed Texas Department of Transportation
agreements with the Developer, AGL Constructors, which is a consortium
composed of Archer Western Contractors, LLC, Granite Construction Co. and the
Lane Construction Company; and the Texas Department of Transportation;
authorizing the expenditure of funds therefor; and providing an effective date. The
City ofDenton Page 4 Printed on 612512015
City Council Meeting Agenda June 30, 2015
PUB recommends approval (4 -0).
Attachments: Exhibit 1 Ordinance
Exhibit 2 Early Release Package
C. SI15 -0017 Consider adoption of an ordinance of the City of Denton approving a Surface
Waiver and Lease Ratification Agreement amongst the Pitner Family Limited
Partnership, Kelsoe & Riley, LLC, EagleRidge Energy, LLC, Corbin Exploration
Limited Partnership, ARP Barnett, LLC and the City of Denton, Texas to allow for
the development of the Ryan Meadows Addition residential subdivision;
authorizing the City Manager or his designee to execute the Surface Waiver and
Lease Ratification Agreement; and providing an effective date.
Attachments: Exhibit 1 - GWP02 -0006 - Signed Gas Well Plat
Exhibit 2 - Ordinance
Exhibit 3 - Surface Use Agreement (will be provided under separate cover).doc�
D. ID 15 -533 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City
Manager, or his designee, to execute a contract of sale between the City of Denton,
Texas ( "City "), as Buyer, and Tomasa Garcia and Spouse ( "Owner "), as Seller, to
acquire fee title to a 2.484 acre tract situated in the Alexander Hill Survey, Abstract
No. 623, located in the City of Denton, Denton County, Texas, and more
particularly described in Exhibit "I", and located generally in the 200 block of
Collins St., ( "Property Interests "), for the purchase price of Six Hundred Seventy
Six Thousand Two Hundred and Seventy Six Dollars and no cents ($676,276.00),
and other consideration, as prescribed in the contract of sale ( "Agreement ");
authorizing the expenditure of funds; and providing an effective date. [File ID
15 -532]
Attachments: Exhibit 1 Ordinance
2. 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.
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
City ofDenton Page 5 Printed on 612512015
City Council Meeting Agenda June 30, 2015
NOTE: THE CITY OF DENTON CITY HALL WEST IS ACCESSIBLE IN ACCORDANCE WITH
THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE
INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN
ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S
OFFICE AT 349 -8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY
CALLING 1- 800 - RELAY -TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE
SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE.
City ofDenton Page 6 Printed on 612512015
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
DEN'FON
Legislation Text
File #: ID 15 -497, Version: 1
Agenda Information Sheet
SUBJECT
Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with
Attorneys - Under Texas Government Code Section 551.071.
Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential
acquisition of real property interests in the E. Puchalski Survey, Abstract No. 996, City of Denton, Denton
County, Texas, and being generally located in the 900 block of W. Collins Street (Block 4, Hillside Addition,
City and County of Denton, Texas). Consultation with the City's attorneys regarding legal issues associated
with the acquisition of the real property interests described above where a public discussion of these legal
matters would conflict with the duty of the City's attorneys to the City of Denton and the Denton City Council
under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the
City's legal position in any administrative proceeding or potential litigation. [Eagle Substation]
City of Denton Page 1 of 1 Printed on 6/25/2015
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 Attorneys - Under Texas Government Code, Section 551.071; Deliberations regarding
Economic Development Negotiations - Under Texas Government Code, Section 551.087.
Receive a report and hold a discussion regarding legal and economic development issues regarding 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 6/25/2015
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
DEN'FON
Legislation Text
File #: ID 15 -524, 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 6/25/2015
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
DENT' IN
Legislation Text
File #: ID 15 -525, Version: 1
Agenda Information Sheet
SUBJECT
Consultation with Attorneys - Under Texas Government Code Section 551.071 and Deliberations regarding
Economic Development Negotiations - Under Texas Government Code Section 551.087.
Discuss, deliberate, receive information from staff and provide staff with direction pertaining to legal and
economic development issues related to a potential economic development project generally located in the 2000
to 3000 blocks of South Interstate 35 East. This discussion shall include commercial and financial information
the City Council has received from a prospect which the City Council seeks to have locate, stay, or expand in or
near the territory of the city, and with which the City Council is conducting economic development
negotiations; including the offer of financial or other incentive where the duty of the attorney to the
governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas
clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government
Code.
City of Denton Page 1 of 1 Printed on 6/25/2015
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
DENT' IN
Legislation Text
File #: ID 15 -528, Version: 1
Agenda Information Sheet
SUBJECT
Consultation with Attorneys - Under Texas Government Code Section 551.071, Deliberations regarding
Economic Development Negotiations - Under Texas Government Code Section 551.087, and Deliberations
regarding Real Property - Under Texas Government Code Section 551.072.
Discuss, deliberate, receive information from staff and provide staff with direction pertaining to legal and
economic development issues related to a potential residential economic development project and the
acquisition of real property interests generally located in the 900 to 1000 blocks of Ryan Road. This discussion
shall include commercial and financial information the City Council has received from a Bob Shelton
Enterprises which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and
with which the City Council is conducting economic development negotiations; including the offer of financial
or other incentive where the duty of the attorney to the governmental body under the Texas Disciplinary Rules
of Professional Conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open
Meetings Act, Chapter 551 of the Texas Government Code.
City of Denton Page 1 of 1 Printed on 6/25/2015
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
DEN'FON
File #: ID 15 -531, Version: 1
Legislation Text
Agenda Information Sheet
SUBJECT
Consultation with Attorneys - Under Texas Government Code, Section 551.071.
Consult with and provide direction to City's attorneys regarding legal issues and strategies concerning surface
development issues involving surface and mineral estates in connection with Consent Agenda Item No. I.C.,
where a public discussion of these legal matters would conflict with the duty of the City's attorneys under
Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas.
City of Denton Page 1 of 1 Printed on 6/25/2015
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
DEN'FON
Legislation Text
File #: ID 15 -532, Version: 1
Agenda Information Sheet
SUBJECT
Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with
Attorneys - Under Texas Government Code Section 551.071.
Discuss, deliberate, receive information from staff and provide staff with direction pertaining to the acquisition
of real property interests in the in the Alexander Hill Survey, Abstract No. 623, located in the City of Denton,
Denton County, Texas, and located generally in the 200 block of Collins St. Consultation with the City's
attorneys regarding legal issues associated with the acquisition or condemnation of the real property interests
referenced above where a public discussion of these legal matters would conflict with the duty of the City's
attorneys to the City of Denton and Denton City Council under the Texas Disciplinary Rules of Professional
Conduct of the State Bar of Texas, or would jeopardize the City's legal position in any administrative
proceedings or potential litigation. (DME- Locust SS) [File ID 15 -533]
City of Denton Page 1 of 1 Printed on 6/25/2015
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
D EN'FON
File #: ID 15 -449, Version: 1
Legislation Text
Agenda Information Sheet
DEPARTMENT: Planning and Development
CM/ ACM: Jon Fortune
Date: June 30, 2015
SUBJECT
Take a tour of City Hall West and receive a report, hold a discussion, and give staff direction regarding
projects, priorities, and organizational structure of the Planning and Development Department.
BACKGROUND
The purpose of this Work Session is to provide an update to the City Council on the current efforts and
initiatives to improve service delivery within the Planning and Development Department. In February and early
March of 2015, the Planning and Development Department Director made several presentations to the City
Council, including (1) an analysis of the Development Review Process, (2) an update on Clarion's
recommendations to date, and (3) an overview of the Projects and Priorities of the Department. The City
currently has a contract with Clarion to provide consulting services to assess and update the Denton
Development Code.
In March of 2015, Aimee Bissett was asked to serve as the Interim Director of the Planning and Development
Department. She was asked at that time to assess the organizational structure, processes, and culture of the
Department and to provide recommendations for improvement to the City Manager.
Over the last few months, the Department has implemented several initiatives to improve processes and
organizational culture, including Lean Government Initiatives, a Customer Service Assessment, and a
Technology Assessment. Additionally, an analysis of the Organizational Structure has been performed and
changes are being made so that the projects and priorities of the Department can be accomplished more
effectively and efficiently.
This Work Session will summarize the efforts and improvements made to date, as well as provide an overview
of additional changes that are subject to budget allocations for the current and upcoming fiscal years.
During the 2014 City Council retreat, the following priorities were established to aid in the growth and
development anticipated for the City. These are:
• High Priority #1. Create a special process to encourage, incentivize, and expedite compact growth.
• High Priority #3. Make improvements in the City's permitting and inspection processes and procedures.
City of Denton Page 1 of 2 Printed on 6/25/2015
File #: ID 15 -449, Version: 1
Council has also adopted the City Strategic Plan that introduced several Key Focus Areas (KFA) with
accompanying goals and objectives. Several KFAs are designated for the Planning and Development
Department, including the following:
Strategic Plan KFAs
• Key Focus Area 1 - Organizational Excellence
o Goal 4: Achieve high level of customer satisfaction
• Key Focus Area 3 - Economic Development
• Goal 1: Develop targeted policies and incentives to achieve desired economic growth
• Goal 3: Promote a business - friendly environment
• Key Focus Area 4 - Safe, Livable & Family- Friendly Coininunity
o Goal 2: Seek clean and healthy neighborhoods in Denton
OPTIONS
N/A
RECOMMENDATION
N/A
ESTIMATED SCHEDULE OF PROJECT
N/A
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
February 10, 2015 - Work Session on the Development Review Process
February 17, 2015 - Update on Clarion's recommendations
March 3, 2015 - Work Session on Projects and Priorities of the Department
EXHIBITS
1. Work Session Presentation
2. Benchmarking Results - Comparisons to other cities
Respectfully submitted:
Aimee Bissett
Interim Director, Planning and Development
Prepared by:
Aimee Bissett
Interim Director, Planning and Development
City of Denton Page 2 of 2 Printed on 6/25/2015
Exhibit 1 - Work Session Presentation 6/25/2015
Exhibit 1 - Work Session Presentation 6/25/2015
Exhibit 1 - Work Session Presentation 6/25/2015
1400
1200
1000
800
600
400
zoo
Exhibit 1 - Work Session Presentation
6/25/2015
Exhibit 1 - Work Session Presentation 6/25/2015
Exhibit 1 - Work Session Presentation 6/25/2015
Exhibit 1 - Work Session Presentation 6/25/2015
Exhibit 1 - Work Session Presentation 6/25/2015
Exhibit 1 - Work Session Presentation 6/25/2015
Exhibit 1 - Work Session Presentation
6/25/2015
12000
10000
8000
6000
4000
2000
1111
180
160
140
120
100
80
60
40
20
Exhibit 1 - Work Session Presentation
Number of Inspections Per Inspector
Per Day — Last 12 Months
Over 20 per day Over 18 per day Over 15 per day
6/25/2015
11
Exhibit 1 - Work Session Presentation
6/25/2015
IN
Exhibit 2 - Benchmarks
Development Review Comparison
Denton
Frisco
McKinney
Lewisville
Plano
Arlington
Q1. Do you accept
electronic
submission? (If No,
YES
NO
YES
YES
NO
YES
skip Q2.)
Q2. What
percentage of
development
20% Counter
60% Counter
applications are
100%
N/A
100% Online
80%
N/A
40%
Online
received over the
Online
Online
counter vs. online
submittal?
Q3. Once received,
how long (days) does
it take to distribute
1 Day
1.5 Days
1 -2 Days
1 -2 Days
1.5 Days
1 Day
development
applications?
Q4. How many
business days does
10 Days
10 Days *
3Days *
15 Days *
11 Days *
10 Days *
the City allow for the
1st Review?
* Frisco's Response: 5 Days Staff Review /Comments Sent + 5 Days Applicant's Corrections = 10 Day 1" Review
*McKinney's Response: Development Review Committee meets to discuss cases submitted. Ex: Submittal Date 01/12/15 — DRC meets 01/14/15 —
Initial Staff Comments sent out to the applicant 1/20/15 —Staff Comments due back from applicant 1/26/15
*Lewisville's Response: 15 Days to deem complete and send staff comments for 1st Review
*Plano's Response: 6 Days Staff Review /Comments Sent + 5 Days Applicant's Corrections = 11 Day 1st Review
*Arlington's Response: 5 Days Staff Review /Comments Sent + 5 Days Applicant's Corrections = 10 Day 1st Review
Q5. How many
business days does
10 Days
5 Days or 15
3Days*
10 Days*
3 Days*
5 Days*
the City allow of each
Days
subsequent review?
Frisco's Response: 2 Days Staff Review /Comments Sent + 3 Days Applicant's Corrections = 5 Days for 2n Review to stay on the 1St anticipated P &Z
Date. Otherwise held until next 2nd Review (for subsequent 3`d & 4th Reviews) before placing on P &Z Agenda.
*McKinney's Response: 3 Days Staff Reviews submittal revisions and Comments due to applicant on that 3rd day. The same with the 2nd, 3rd, and
etc. submittal revisions.
*Lewisville's Response: No specific return date for 2"d Review. Applicant has 10 days to complete and send 2 °d review for staff to finalize for P &Z
*Plano's Response: 1 Day Staff Review /Comments Sent + 2 Day Applicant's Corrections = 3 Days for 2"d Review to stay on the 1St anticipated P &Z
Date. Otherwise held until next 2nd Review
*Arlington's Response: 2 Days Staff Review /Comments Sent + 3 Days Applicant's Corrections = 5 Days for 2"d Review to stay on the 1St anticipated
P &Z Date. Otherwise held until next 2nd Review
Q6. How many
Undetermined
reviews are provided
2 Reviews
4+ Reviews
4+ Reviews
1 Review
normally 2
4+ Reviews,
with the initial
Unlimited
Unlimited
Unlimited
application fee?
Reviews
Q7. Are additional
2nd_4th
fees required for
Reviews
reviews beyond the
apply
2nd Review?
minimal
YES
NO
NO
NO
NO
Return Fee.
5th + Review
apply %2 of
initial app fee
Q8. Do you have an
expedited review
NO
NO
NO
Yes — if
YES
NO
process?
criteria is met
Exhibit 2 - Benchmarks
Plan Review Timeframe Comparison
IN
FY 13 -14
Average # of Business Days for Residential Plan Review
Frisco
24 to 58
Irving
2.6
McKinney
8 to 13
Richardson
3 to 5
Grand Prairie
4
Denton
5 to 7
# of Plan Reviews per Reviewer
Frisco
15
Irving
37
McKinney
68
Denton
50
i
FY 13 -14
Average # of Business Days for Commercial Plan Review
Irving
6
McKinney
9 to 11
Grand Prairie
10.0
Denton
10.2
' 7
7 i
FY 13 -14
Inspections Per Inspector
Frisco - Total # of Inspections per Inspector (Res & Comm.)
475
Irving - Total # of Inspections per Inspector (Res & Comm.)
306
Denton - Total # of Inspections per Inspector (Res &
474
No Response or unable to provide response:
Garland
Grapevine
North Richland Hills
Keller
Mesquite
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
D EN'FON
File #: ID 15 -517, Version: 1
Legislation Text
Agenda Information Sheet
DEPARTMENT: Engineering Services
CM/ ACM: Jon Fortune
Date: June 30, 2015
SUBJECT
Receive a report, hold a discussion, and provide staff with direction concerning potential application for
Regional Toll Revenue (RTR) funds for transportation projects within the City of Denton.
BACKGROUND
The Texas Legislature enabled the Texas Department of Transportation to consider public and private- sector
partnerships to finance roadways, through a Regional Toll Revenue (RTR) Program. The RTR program
provides toll road concession payments to expedite construction of priority on and off - system transportation
projects.
The first agreement to generate Regional Toll Revenue funds was with North Texas Tollway Authority (NTTA)
in 2007. In exchange for the opportunity to construct, operate and maintain the 26 -mile SH 121 toll road for 52
years, NTTA paid the region $3.2 billion. The Regional Transportation Council (RTC) used these funds to
expedite about 200 transportation projects in the region.
In 2008, following input from the public, elected officials and transportation partners, the RTC allocated funds
for two categories of projects:
• Projects previously approved by the RTC, but delayed due to costs exceeding allocated funding.
• New projects, submitted by transportation partners, cities and counties, selected by the RTC to receive
funding following a project evaluation process, collaborative county task force meetings and public input.
The City of Denton has applied for funding for several local, off - system projects, and has been awarded
funding for:
• Mayhill Road (Colorado to US -380): $45,336,453
• Bonnie Brae St./Vintage Blvd. (US -377 to I -35E): $46,151,351
• North Texas Blvd. Roundabout (on south side of I -35E): $ 2,000,000
• Hickory Creek Rd. Extension (Teaseley to FM 2199): $ 2,400,000
The Region added $200 million to the RTR Program in 2010, when NTTA agreed to build and maintain SH
161 in western Dallas County. The Region will also receive 20% of the gross toll receipts from this project to
be used on other projects.
City of Denton Page 1 of 3 Printed on 6/25/2015
File #: ID 15 -517, Version: 1
The majority of the RTR Fund balance has been allocated to projects, with the current balance estimated to be
approximately $40 million (a current reconciliation of fund balance is expected to be completed in mid - July).
Significant competition among the region is anticipated for these remaining funds. City staff has been advised
that funding will be restricted to on- system (state and federal) roadways with regional impact. RTC action to
allocate the majority of the RTR Fund balance is expected in the near future.
DISCUSSION
Recently, several other projects in the City of Denton have been identified for potential RTR funding
application. These projects are:
• I -35E /Brinker Rd. Overpass $21,600,000
This project would provide access to undeveloped commercial properties along both sides of I -35E in the
area; thus, enhancing economic development in the area. It would also provide some relief (approximately
8,000 vpd) to the I -35E /Loop 288 interchange.
• I -35E /Loop 288 Overpass Reconstruction $19,200,000
This project would enhance traffic flow at the I -35E /Loop 288 interchange by adding 2 additional lanes
each way and a U -turn on the southerly side of the overpass. This intersection has experienced the highest
number of accidents in the City for each of the years 2011- 2013.
• FM 1515 (Airport Rd.) (Airport to I -35) (Env. & Design) $ 5,500,000
This project would increase laneage on Airport Rd. from 2 to 6 lanes to meet traffic flow requirements in
this fast growing industrial area. The intent would be to use local (RTR) funds to fund the first phases to
encourage TxDOT to include the remaining phases in their Work Program. Other funds may be available
for these initial project phases.
• FM 426 (McKinney St.) (Woodrow to East of Ryan H.S.) (Env. & Design)$ 3,000,000
This project would continue the 4 -lane roadway section, with sidewalks, from Woodrow to east of Ryan
H.S.; thus, enhancing traffic and pedestrian capacity to and from the high school. The intent would be to
use local (RTR) funds to fund the first phases to encourage TxDOT to proceed with the project. A viable
option may be to have TxDOT update the Environmental and Design Plans, with an extension of the project
to Grissom Rd. (a more logical terminus for the project, since Grissom would provide a connection to
Lakeview Blvd.), and construct the project in phases, with Phase I being Loop 288 to Grissom, to serve the
high school.
More details for each of these projects are included in Exhibit 1, the Presentation. A summary comparison of
the projects is provided in Exhibit 2.
OPTIONS
1. Authorize staff to pursue RTR funding for (A) the I -35 /Loop 288 Overpass Reconstruction (as first
priority), as providing the most benefit to the greatest number of motorists in the near term, and for (B) FM
1515 (Airport Rd.) - Planning /Environmental Study and Design (as second priority), as a method of
encouraging TxDOT to place the remainder of the project phases in their Work Program.
2. Authorize staff to pursue RTR funding for the I -35 /Brinker Rd. Overpass, as providing an excellent
opportunity for economic development.
3. Authorize staff to pursue RTR funding for any other combination of projects identified by the Council.
RECOMMENDATION
City of Denton Page 2 of 3 Printed on 6/25/2015
File #: ID 15 -517, Version: 1
Staff is seeking direction from the Council on what option or combination of options you wish to pursue.
ESTIMATED SCHEDULE OF PROJECT
The next deadline for amendments to the RTC Transportation Improvement Plan (TIP) is July 24, 2015, with
approval of amendment to the State Transportation Improvement Plan (TSTIP) by the Texas Transportation
Commission occurring in December 2015, followed by execution of funding agreements, after which funding
would be available. A more detailed listing of the approval process is included at the end of Exhibit 1.
FISCAL INFORMATION
A local funding match of 20% would be required for all non -I -35 projects; no local match would be required
for any I -35 project, due to prior RTR fund allocations to the current I- 35Express project.
EXHIBITS
1. RTR Presentation
2. Project Comparison Matrix
Respectfully submitted:
John T. Davis, PE
Director of Engineering Services
City of Denton Page 3 of 3 Printed on 6/25/2015
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City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
D EN'FON
File #: ID 15 -530, Version: 1
Legislation Text
Agenda Information Sheet
DEPARTMENT: Economic Development
CM/ ACM: George Campbell
Date: June 30, 2015
SUBJECT
Receive a report, hold a discussion, and give staff direction about possible ways that the City can support or
assist in a potential residential development near Ryan Road and Teasley Lane.
BACKGROUND
Bob Shelton Enterprises is interested in developing a tract of land near Ryan Road and Teasley Lane as a
residential development with large, single- family homes with values of approximately $400,000 to $600,000.
The tract of land in question has significant development constraints, associated with flood plain, offsite sewer
improvements, improvements to Ryan Road, and an existing gas well located on the property. Shelton has
approached the City about opportunities to partner on the development in order to make the development
economically viable and accomplish the City Council's objective of providing some inventory of higher -value
homes. The request for a proposed partnership is attached as Exhibit 1.
One opportunity for partnership is the possibility of the City acquiring some of the heavily -treed acreage as
Park property. This acquisition would create contiguous park access from Ryan Road (see Exhibit 2). The
property is heavily treed, and a significant portion of it is within the flood plain. Shelton has requested that the
City consider the use of the Tree Fund to acquire the property for Park use.
A second request for partnership is the possibility of the City extending the offsite sewer line to the boundary of
the property (approximately 1,200 feet).
This work session is intended to obtain feedback from the City Council regarding potential interest in
partnering with Bob Shelton Enterprises in order to facilitate the development of higher -value homes in
Denton.
OPTIONS
The City Council can give staff direction to pursue a partnership with Shelton or to not pursue a partnership.
Mr. Shelton has indicated that he will be unable to purchase and develop the property without some assistance
from the City. Currently, the property is in the ETJ and has a non - annexation agreement in place. Mr. Shelton is
willing to voluntarily annex the property to accomplish mutual goals for the development.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
June 23, 2015 - the City Council discussed this item in a Work Session and directed staff to bring it back as a
City of Denton Page 1 of 2 Printed on 6/25/2015
File #: ID 15 -530, Version: 1
Work Session on June 30' for additional input, and to add a Closed Session item on June 30'h as well.
FISCAL INFORMATION
The proposed Park land is approximately 28 acres. Mr.
equates to $40,000 per acre, or 92 cents per square foot.
The estimated cost of the sewer extension is $500,000.
EXHIBITS
Exhibit 1 - Letter from Bob Shelton Enterprises
Exhibit 2 - Proposed Park property
Exhibit 3 - Parks Department Memo
Prepared by:
Aimee Bissett
Economic Development Director
Shelton has quoted a price of $1.2 million, which
Respectfully submitted:
Aimee Bissett
Economic Development Director
City of Denton Page 2 of 2 Printed on 6/25/2015
Bob Exhibit I
June 181 2015
Aimee Bissett
Director, Economic Development
Planning Department
City of Denton
215 E. McKinney
Denton, TX 76201
Re: Proposed Ryan Ranch Subdivision
Dear Aimee:
I apologize for this taking so long to get to you and hope the following will be helpful for your presentation
to the Council.
We respectfully request the City of Denton consider the following regarding our proposed development on
Ryan Road, commonly referred to as Ryan Ranch.
1. City to purchase the east track for park land (approximately 28 acres) for park and recreational use as
outlined on the attached aerial. The purchase price would be $1,120,000.
2. City to construct or pay for the construction cost to bring sewer to the southern end of this tract.
Please see the attached drawing for the offsite sewer and estimated construction costs.
I City to waive any tree mitigation fees, bearing in mind that all these trees can be removed before City
annexation because the tract is now in the ETJ; however, we would like to save as many trees as we
possibly can and will strive to do so.
Our present layout allows for approximately 57 lots if the existing gas well remains. If we are successful in
buying out the gas well, which we are going to attempt to do, we would have approximately 70 lots. The
average size of the lots would be about 20,000 square feet with a minimum of 15,000 square feet and a
maximum of 45,000 square feet.
We anticipate the lots would range in price from $110,000 to $140,000. Home prices should come in at a
minimum of approximately $350,000 and go upward from there with an average price of somewhere in the
neighborhood of $500,000.
I hope this is the information you were looking for. If we can answer any questions or provide additional
information, please feel free to call either Brad or myself,
As always, thank you for your assistance.
Sincerely,
Bob Shelton
President
2108 Ranch House Ddve - D Dimon, 'T'X76210 - Rhone �940)536-1151 - Fax(940)536-1150
"'I'll
Exhibit I
`IMPORTANT NOTES INCLUDED--
KIM LEY-HORN AND ASSOCIATES
1,;,T= 7171,V 44
PROJECT NAME."
Ryan Road ETJ Tract - West S(de
NET ACRES:
3,0
NO, OF LOTS:
CITY -
Denton ETJ, Denton County, Texas
GROSS ACRES:
3.0
CREATED BY:
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JOB NUMBER:
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CITY OF DENTON TEXAS PARKS & RECREATION DEPARTMENT
601 E HICKORY ST., DENTON,TX 76201• (940)349 -PARK • FAX (940)349 -8384 • parksnrec @cityofdenton.com
MEMORANDUM
Date: June 23, 2015
To: John Cabrales, Assistant City Manager
From: Emerson Vorel, Director of Parks and Recreation
Re: Ryan Ranch Proposal
Bob Shelton has proposed that the City use $1,120,000 of Tree Mitigation funds to purchase 29 acres of the
Ryan Ranch development for use as park property. I have concerns with this proposal.
• If the City did not purchase this property, the developer would be required to preserve approximately 5
acres of this land as upland habitat.
• Using Mr. Shelton's most recent design, the developer will owe the Parks and Recreation department
approximately .6 acres to satisfy the Park Dedication Ordinance.
• Almost all of the property being offered to the City is not buildable due to Floodplain and ESA
restrictions.
• The primary value of this property to the Parks and Recreation Department would be access to the west
side of Lake Forest. The topography and ESA restrictions in this area will make it difficult to construct a
hard surface trail to connect Ryan Road with the existing park.
• One or possibly two bridges will need to be constructed to allow access from Ryan Road to the park
property.
• The Parks and Recreation Department will be responsible for the reconstruction of approximately 550
feet of Ryan Road.
I believe further analysis and possibly some preliminary engineering should be completed on this site before
any further action is taken. I also believe that when the analysis is completed, if the City is interested in
acquiring this 29 acre tract, we should pursue a donation from Mr. Shelton, not a $1,120,000 purchase.
www.dentonparks.com
Denton Parks & Recreation
National Gold Medal Winner
Denton Parks & Recreation
National Gold Medal Winner
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
D EN'FON
File #: ID 15 -520, Version: 1
Legislation Text
Agenda Information Sheet
DEPARTMENT: Utility Administration
CM/ ACM: Jon Fortune
Date: June 30, 2015
SUBJECT
Consider adoption of an ordinance of the City Council of Denton, Texas, authorizing the City Manager to
execute the "Utility Adjustment Agreement Amendment No. 001 to Agreement No. 35E -U- 0503" to the
original "Project Utility Adjustment Agreement" in the amount of $2,916,668.95, of which $447,853.65 is
payable by the City of Denton for City requested betterments; facilitating and authorizing the Lake Lewisville
water line relocations for the Interstate Highway 35 Project, in substantial conformity with the previously
executed Texas Department of Transportation agreements with the Developer, AGL Constructors, which is a
consortium composed of Archer Western Contractors, LLC, Granite Construction Co. and the Lane
Construction Company; and the Texas Department of Transportation; authorizing the expenditure of funds
therefor; and providing an effective date. The PUB recommends approval (5 -0).
BACKGROUND
AGL Constructors (AGL) is currently widening and improving IH35E for the Texas Department of
Transportation (TxDOT) in various stages from Interstate 635 in Dallas to US Highway 380 in Denton. As part
of that effort, AGL is responsible for all phases of detailed design, right -of -way (ROW) and easement
acquisitions, utility relocations and roadway construction. AGL has been interfacing with all of the
municipalities and various utility providers along the entire corridor in order to coordinate their design efforts
and the accommodation of the utilities along the highway. As an agent for TxDOT, AGL has been negotiating
with the utility providers to either relocate their assets out of the widened ROW into easements or by providing
space for them within the highway's utility accommodation zone, depending on the existing locations of the
utilities prior to the IH35E Managed Lanes project.
The mechanism by which AGL facilitates this work with a municipality is a Project Utility Adjustment
Agreement (PUAA). A PUAA can be set up so that the affected utility provider designs and constructs the
necessary relocations or so that the "Developer" (AGL in this case) provides this service. In either case, utility
relocations and adjustments are reimbursable through AGL's contract with TxDOT since IH35E is on the
interstate highway system, including the provision of new easements to replace existing easements where
necessary and applicable.
The IH35E Managed Lanes project has varying effects on Denton Water Utilities, depending on the phase or
location along the corridor. For instance, south of FM 2181 in Corinth the highway is being fully improved to
its anticipated ultimate condition or capacity. North of FM 2181 through US Highway 380 in Denton the
highway is mainly being improved to an interim level with rebuilt lanes, additional general purpose lanes,
City of Denton Page 1 of 4 Printed on 6/25/2015
File #: ID 15 -520, Version: 1
replaced bridge decking, ramp adjustments and some frontage road modifications. The primary exception to
the interim improvements scenario through Denton is the bridge at North Texas Boulevard with its associated
ROW and utility adjustments, which will be placed in the ultimate or end condition (no real way to add the
main lane capacity without installing the full interchange at this location).
Denton Water Utilities has a number of assets along the IH35E corridor which will be impacted by both the
ultimate roadway improvements (the raw water lines from Lake Lewisville and water distribution and
wastewater collection lines in the areas around North Texas Boulevard) and the interim roadway improvements
(water distribution and wastewater collection lines between Post Oak Road and US Highway 380). The most
significant of these assets are the 27 -inch and 30 -inch raw water lines from the intake on Lake Lewisville that
cross IH35E in Hickory Creek and Lake Dallas. These reinforced concrete pipelines were constructed in 1955
and 1975, respectively. The raw water lines are a critical piece of the Water Department's infrastructure,
routing raw water from the Lake Lewisville intake to the Lake Lewisville Water Treatment Plant which
provides roughly 50% of the City of Denton's finished water supply.
AGL has been working with staff to devise relocation plans for the raw water line crossings on IH35E to avoid
conflicts with storm drain lines and a new bridge at Oak Drive in Hickory Creek. The Water Department
previously placed restrictions on the period of time in which tie -ins could be made and shut downs on the raw
water lines could be tolerated, initially requiring that no more than one line could be taken out of service at a
time and that all tie -ins must be completed no later than April 1, 2015. As a result of difficulties in staging the
raw water line relocations such that the work could be completed prior to April 1, 2015, AGL proposed that
they be allowed to initially install what amount to sacrificial in -line valves on the existing lines (total of four 30
-inch gate valves installed on the existing raw water lines that will allow them to be isolated when the new line
is installed and activated) and stub -outs with new valves (four additional 30 -inch gate valves) for relocated
crossings to be installed later. This interim solution would allow the relocated lines to be placed and tied -in to
the existing lines without an interruption in the raw water supply to the plant.
On February 9, 2015, the Public Utility Board recommended approval of PUAA 35E -U -0503 between the City
of Denton and AGL Constructors in the amount of $329,435.10 for installation of the sacrificial valves and tie -
in stub -outs only. The PUAA was subsequently approved by City Council on March 3, 2015. All of the costs
associated with PUAA 35E -U -0503 were borne by AGL Constructors. The actual project construction start date
was pushed back into April (beyond the originally anticipated completion date) because of pipe fabrication and
delivery dates, with the delay being coordinated with Water Utilities. Actual shutdown on the first line began
the week of April 6, 2015 and all lines were returned to service the week of May 4, 2015. Construction took
longer than anticipated due to field conditions, including corroded sections of existing pipe and heavy rainfall
events.
As previously discussed, PUAA 35E -U -0503 serves as the base agreement between the City of Denton and
AGL Constructors for all utility adjustments associated with the IH35E Managed Lanes project, and all
additional work associated with the IH35E utility relocations will be performed through Utility Adjustment
Amendment Agreements (UAAA). The first of these amendments, UAAA 001, is attached hereto as Exhibit 1.
This agreement is for the construction of the actual relocations and upsizing of the existing raw water lines
between the newly installed isolation valves on each side of the freeway for each line. The existing 30 -inch raw
water line (Conflict ID 503 -001) will be upsized to 42 -inch diameter, and the existing 27 -inch raw water line
(Conflict ID 503 -002) will be upsized to 30 -inch diameter. The increased line sizes were provided by the
Water Utility Department in anticipation of future system demands and needs. The adjustment or relocation of
Conflict ID 503 -001 will consist primarily of the installation of approximately 574 linear feet (LF) of 42 -inch
concrete cylinder pipe water line and 508 LF of 60 -inch steel casing. The adjustment or relocation of Conflict
City of Denton Page 2 of 4 Printed on 6/25/2015
File #: ID 15 -520, Version: 1
ID 503 -002 will consist primarily of the installation of approximately 774 LF of 30 -inch concrete cylinder pipe
water line and 513 LF of 48 -inch steel casing.
The total projected cost for the relocation and adjustment of the two lines at their existing sizes is
$2,468,815.30. The total projected cost for the relocation and adjustment of the two lines at the larger diameters
discussed is $2,916,668.95. Therefore, AGL Constructors has calculated the value of upsizing or "betterment"
of the lines at the request of the Water Utility Department to be $447,853.65, or 15.35% of the total project cost
including betterment. UAAA 001 provides an agreement between the City and AGL Constructors to allow
AGL Constructors to perform the work on the raw water lines and for the City to reimburse AGL Constructors
for the actual costs of the betterment only. Specifically, the agreement states that "upon completion and
acceptance by Owner of all Adjustment work to be performed by both parties pursuant to this Agreement, (i)
the Owner shall pay to the Developer the actual cost of the Betterment..." with the "Owner" being the City and
the "Developer" being AGL Constructors. The betterment cost payable is determined by multiplying the actual
project costs as invoiced by the "Developer to the Owner" by the percentage calculated above (15.35 %).
OPTIONS
1. Approve Utility Adjustment Agreement Amendment 001.
2. Reject Utility Adjustment Agreement Amendment 001.
RECOMMENDATION
Staff recommends approval of Utility Adjustment Agreement Amendment 001 between the City of Denton and
AGL Constructors in the amount of $2,916,668.95, $447,853.65 of which is payable by the City of Denton, for
the adjustment of City of Denton facilities located within the IH35E Managed Lanes corridor, specifically the
betterment associated with the upsizing of the raw water line crossings. Subsequent adjustments to amend the
base PUAA to include other utility adjustments will be brought before PUB and City Council as they are
developed.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
1. Public Utilities Board - February 9, 2015, approval recommended.
2. City Council - March 3, 2015, approved.
3. Public Utilities Board - June 22, 2015, approval recommended.
FISCAL INFORMATION
Reimbursement amounts for raw water line betterments have been programmed into the Water Utility's capital
plan in FY 2016. Reimbursement of the actual betterment amounts is required by UAAA 001 within sixty (60)
calendar days of receipt of an invoice and supporting documentation from AGL Constructors. Assuming that at
least two months will be required to complete the anticipated work, it is believed that the invoice for betterment
will not become due until well after the beginning of fiscal year FY 2016.
BID INFORMATION
Not applicable
EXHIBITS
1. Ordinance.
2. Utility Adjustment Agreement Amendment (UAAA) 001.
Respectfully submitted:
Frank Payne
City of Denton Page 3 of 4 Printed on 6/25/2015
File M ID 15 -520, Version: 1
City Engineer
City of Denton Page 4 of 4 Printed on 6/25/2015
h rvvm d by I cx:ls i''I
ORDINANCE NO. 2015-
AN ORDINANCE OF THE CITY COUNCIL OF DENTON, TEXAS, AUTHORIZING THE
CITY MANAGER TO EXECUTE THE "UTILITY ADJUSTMENT AGREEMENT
AMENDMENT NO. 001 TO AGREEMENT NO. 35E -U- 0503" TO THE ORIGINAL
"PROJECT UTILTY ADJUSTMENT AGREEMENT" IN THE AMOUNT OF $2,916,668.95,
$447,853.65 OF WHICH IS PAYABLE BY THE CITY OF DENTON FOR CITY
REQUESTED BETTERMENTS; FACILITATING AND AUTHORIZING THE LAKE
LEWISVILLE WATER LINE RELOCATIONS FOR THE INTERSTATE HIGHWAY 35
PROJECT, IN SUBSTANTIAL CONFORMITY WITH THE PREVIOUSLY EXECUTED
TEXAS DEPARTMENT OF TRANSPORTATION AGREEMENTS WITH THE
DEVELOPER, AGL CONSTRUCTORS, WHICH IS A CONSORTIUM COMPOSED OF
ARCHER WESTERN CONTRACTORS, LLC, GRANITE CONSTRUCTION CO. AND THE
LANE CONSTRUCTION COMPANY; AND THE TEXAS DEPARTMENT OF
TRANSPORTATION; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Interstate Highway 35 East widening project (the "Project ") involves
and flows through the City of Denton, Texas ( "City "); the Project entails, among other things,
the relocation of water utility facilities and infrastructure owned and operated by the City; and
WHEREAS, pursuant to a "Comprehensive Development Agreement" ( "CDA ") which
has been previously entered into by and between the Texas Department of Transportation
( "TxDOT ") and the Developer; the Developer has undertaken the obligation to design, construct,
and potentially maintain the Project, which includes the relocation, or other necessary adjustment
of existing utilities facilities and infrastructure that are impacted by the Project; and
WHEREAS, by the Project Utility Adjustment Agreement ( "PUAA ") previously entered
into by and between the City and the Developer, and approved by TxDOT, such agreement
provides for the adjustment of certain water utilities owned and operated by the City; and
WHEREAS, it has become necessary to modify the PUAA entered into on March 3,
2015, to further add to or adjust the City's water facilities and infrastructure, namely the Lake
Lewisville Water Lines, and the City and Developer have entered into a Utility Adjustment
Agreement Amendment No. 001 ( "Amendment No. 001 to PUAA "), which covers adjustments
not covered under the original PUAA, to provide for the terms and conditions which are required
by such Amendment to PUAA; and
WHEREAS, the City Council finds that this ordinance is in the public interest and
accordingly; NOW THEREFOR
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitations contained in the Preamble to this ordinance are hereby
incorporated by reference into this Ordinance.
SECTION 2. The City Manager, or his designee is hereby authorized to execute the
Utility Adjustment Agreement Amendment No. 001 to Agreement No. 35E -U -603"
( "Amendment No. 001 to PUAA ") for water facilities and infrastructure relocations for the
Interstate Highway 35 Project, with the Developer, AGL Constructors, LLC; each such
Agreement to be approved by the Texas Department of Transportation, from time -to -time, as the
need arises, in substantially the form of the "Amendment No. 001 to PUAA" which is attached
hereto as Exhibit "A" and is incorporated herewith by reference.
SECTION 3. The City Manager or his designee is hereby authorized to expend funds as
provided for in the attached "Amendment No. 001 to PUAA" at the time the payment obligation
arises, when the document is fully executed, delivered, and the Project approved upon
completion by the City.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 12015.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
ME
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
ma
tARS
NO
City of Denton
Utility Adjustment Agreement Amendment 001
For
Project Utility Adjustment Agreement 35E -U -0503
(Conflict ID 503 -001 & 503 -002)
IH35E
From FH 635 to US 380
Raw Water Relocation Segment 3
Utility Owner Copy
Table of Contents
Utility Adjustment Agreement Amendment
35E -U- 0503 -001
1.) Transmittal Memo
2.) Utility Assembly Checklists
- Utility Adjustment Checklist
- UM No Conflict Sign -Off Form
- UDC No Conflict Sign -Off Form
3.) Utility Adjustment Agreement Amendment (UAAA)
"Exhibit B"
- Utility Adjustment Plans & Specifications
- Utility Adjustment Cost Estimate
4.) Utility Joint Use Acknowledgment (UJUA)
"Exhibit C"
5.) ROW Map
April 27, 2015
Mr. Don Toner SR/WA
North Texas CDA Program Lead
TxDOT — Strategic Projects Division
3301 W. Airport Freeway, Ste 100
Bedford, Texas 76021
817 -508 -7654 Fax 817 -685 -7561
�(l4
f
RE: Utility Adjustment Agreement Amendment (UAAA), 35E -U- 0503 -001, City of Denton, CSJ -R
No. 0196 -01 -097, CSJ -C No. 0196 -01 -096 Limits: From North End of Lake Lewisville Bridge
To FM 2181 South in Corinth
Dear Mr. Toner,
AGL Constructors would like to submit this Utility Adjustment Agreement Amendment (UAAA)
Assembly 35E -U- 0503 -001 for your approval. This Assembly Package is for adjustment of City of
Denton facilities located within the 1H 35E Managed Lanes corridor. Based on review of existing city
facilities located within the limits of the attached plan set, AGL has analyzed the following waterlines
to conflict with the proposed widening along IH 35E:
Adjustment of Conflict ID 503 -001: The relocation of Conflict ID 503 -001 will consist of
approximately 574 If. of 42" RCCP AWWA C303 waterline, 508 If. of 60" steel casing, and
appropriate appurtenances from ML Station 1456 +96 to 1456 +34. The proposed 42" waterline is
replacing an existing 30" waterline that conflicts with the proposed improvements and reconstruction
of IH 35E. The relocation will connect to an existing 30" waterline at ML Station 1456 +96, travel
south for 5 If., turn southeast, travel approximately 121f., turn east, travel another 281f., and enter a
proposed 60" steel casing at ML Station 1456 +76. The 42" waterline and 60" steel casing will run
east for 5081f., cross IH 35E, and exit the steel casing at ML Station 1456 +20. The 42" waterline will
travel east for 141f., turn north, and run 171f. to connect to an existing 30" waterline at ML Station
1456 +34.
Adjustment of Conflict ID 503 -002: The relocation of Conflict ID 503 -002 will consist of the
installation of approximately 7741f. of 30" RCCP AWWA C303 waterline, 513 If of 48" steel casing,
and appropriate appurtenances from ML Station 1469 +31 to 1473 +31. The proposed 30" waterline is
replacing an existing 27" line that conflicts with the proposed improvements and reconstruction of IH
35E. The relocation will connect to an existing 30" waterline at ML Station 1469 +31, travel northeast
aide ,
// �, J
RE: Utility Adjustment Agreement Amendment (UAAA), 35E -U- 0503 -001, City of Denton, CSJ -R
No. 0196 -01 -097, CSJ -C No. 0196 -01 -096 Limits: From North End of Lake Lewisville Bridge
To FM 2181 South in Corinth
for approximately 74 If., and enter a proposed 48" steel casing at ML Station 1469 +81. The 30"
waterline and the 48" steel casing will continue northeast for 5131f., where the waterline will exit the
steel casing at ML Station 1472 +83. The waterline will continue northeast for 2 If., bend slightly
more east, travel northeast for 1741f., turn east, travel 10 If., and connect to an existing 30" waterline
at ML Station 1473 +31.
The abandonment of the existing facilities shall be completed in accordance with AGL's Demolition
and Abandonment Plan, UAR requirements, and details that are identified in the attached plans. In
accordance with the DA, replacement cost for "like kind" relocations associated with this adjustment
are 100% compensable to the City of Denton. All work being completed under this UAAA shall be
completed by AGL and or their subcontractors.
The City of Denton facilities were upgraded for a betterment totaling $447,853.65 (15.35 1/6). The cost
without betterment is $2,468,815.30. The total cost to relocate the City of Denton facilities is
$2,916,668.95. The breakdown of cost based on the Right of Way CSJ's are as follows: CSJ 0196-
01- 096 =100% ($2,916,668.95).
The current schedule for work under this UAAA is set to begin on or about June 1, 2015 with
substantial completion identified to be prior to July 31, 2015.
We respectfully recommend your approval of this Utility Adjustment Agreement Amendment (35E-
U- 0503 -001) as submitted. If you have any questions or require additional information, please contact
me through the information provided below.
Email: rkrog@ltraengineers.com
FRI
IH35- Checklist
Rev. 11/2012
Page 1 of 4
TxDOT
UTILITY ADJUSTMENT CHECKLIST
(To be included with submittal)
U -No .: 35E-U-0503-001
Utility Owner Name: City of Denton
County: Denton
Jurisdictions: 0196 -01 -097
Estimated Dollar Amount of Utility Adjustment/Cost to Developer :$2,916,668.95/$2,468,815.30
ROW CSJ No.: 0196 -01 -097
Construction CSJ No.: 0196 -01 -096
Section or Segment Number: Segment 3
® Actual Cost or ❑ Lump Sum (Check one)
Federal -Aid ROW Project No.: IM 0356 (43 8)
Alternate Procedure Approval Date: September 4, 2013
Highway Station Limits (To & From):
IH35E — Segment 3: ROW CSJ 0196 -01 -097 From: North End of Lake Lewisville
Bridge To: FM 2181 South in Corinth
Description/Scope of Work:
Adjustment Utility Lines 503 -001 & 503- 002: Relocation will consist of 7741£ of
30" RCCP AWWA C303 waterline, 574 If. of 42" RCCP AWWA C303
waterline, 513 if of 48" steel casing, and 5081f. of 60" steel casing placed from
ML Station 1456 +34 to ML Station 1473 +31.
1. Yes ® No ❑ N/A ❑ Approved & current ROW Maps on file with TxDOT?
2. Yes ® No ❑ N/A ❑ Is the Utility Adjustment within the Facility ROW limits or
directly related to work required within Facility ROW limits?
3. Yes ® No ❑ N/A ❑ Are explanations and clarifications included in the transmittal to
describe unique conditions affecting the Utility?
IN
IH35- Checklist
Rev. 11/2012
Page 2 of 4
4. Yes N No ❑ N/A ❑
Have (3) identical originals of the Utility Assembly with plans
been submitted, of which one original should be color - coded?
5. Yes N No ❑N /A ❑
Has the Developer's Utility Design Coordinator located on the
plans the major items of material listed on the estimate by scaling
or stationing?
6. Yes N No ❑ N/A ❑
Have the existing and proposed Utility facilities been plotted on
the ROW map and attached with this submission?
7. Yes N No ❑ N/A ❑
Have the Utility Adjustments been designed for the Proposed
Configuration?
8. Yes N No ❑ N/A ❑
Has the Utility Owner signed the plans for a Developer Managed
PUAA (DM)?
9. Yes ❑ No ❑ N/A N
Has the Utility Owner signed the plans for an Owner Managed
(OM) PUAA that allows for the Developer to design for the Utility
Adjustment?
10. Yes ❑ No ❑ N/A N
If the agreed sum method has been marked, has a detailed,
itemized estimate and matching plans been provided?
11. Yes N No ❑ N/A ❑
Is the Utility consultant- engineering contract reviewed and
approved by the Developer's Utility Manager (UM)?
12. Yes N No ❑ N/A ❑
Are all forms submitted complete and correct for the
situation /circumstance of the Utility Adjustment?
13. Yes ❑ No ❑ N/A N
Has the Statement Covering Utility Construction Contract Work
(TxDOT Form ROW -U -48) been submitted for work completed by
an owner - managed contractor?
14. Yes N No ❑ N/A ❑
Is the Utility Assembly folded so as to ft into an 8.5" x 11" file?
15. Yes ❑ No N N/A ❑
Are any of the proposed Utility facilities installed longitudinally
inside the control of access, excluding areas near ramp terminals?
16. Yes ❑ No ❑ N/A N
Has Barlow's Formula information been submitted for unencased
high - pressure pipelines? The following information is required to
complete Barlow's Formula, S=Yield Strcltgt[i, Wall thickness t7 t,
Outside Diameter = D, Design Factor = F. Maximum Operating
Pressure must also be given and compared to the pressure
calculated with Barlow's. The Barlow calculation must be shown
with the submission.
FrIM17
IH35- Checklist
Rev. 11 /2012
Page 3 of 4
17. Yes ❑ No ❑ N/A ® If the pipeline is unencased, is there adequate coating, wrapping
and cathodic protection?
18. Yes ❑ No ❑ N/A ® Are replacement Utility ROW charges justified and supported?
19. Yes ❑ No ❑ N/A ® If yes to #18, is an affidavit and an ownership instrument (i.e.
easement, license or deed) included?
20. Yes ® No ❑ N/A ❑ Do Utility Adjustment plans demonstrate Utility Accommodation
Rules compliance, including minimum depth of cover from
proposed grade and casing requirements?
21. Yes ®No ❑ N/A ❑ Is the proposed Utility Adjustment shown on the plans with
stationing and offsets from centerline, edge of pavement, or ROW
lines?
22. Yes ® No ❑ N/A ❑
23. Yes ❑ No ❑ N/A
24. Yes ® No ❑ N/A ❑
25. Yes ® No ❑ N/A ❑
26. Yes ❑ No ❑ N/A
27. Yes ❑ No ❑ N/A
28. Yes ❑ No ❑ N/A
29. Yes ❑ No ❑ N/A
30. Yes ® No ❑ N/A ❑
31. Yes No ❑ N/A ❑
32. Yes ❑ No ❑ N/A EK
33. Yes ® No ❑ N/A ❑
34. Yes ® No ❑ N/A ❑
Are backfill requirements met?
Is a schedule of work provided by /required of the Utility Company
if the Utility Adjustment is large and complex?
Is a Betterment credit applicable?
If yes to #24, is the credit calculated and applied properly?
Is accrued depreciation credit applicable?
If accrued depreciation is applicable, is credit applied properly?
Is salvage credit applicable?
If salvage credit applicable, is the credit applied properly?
Are overheads and loadings checked for reasonableness?
Are cost estimate extensions checked?
Is a correct & recorded Quitclaim Deed (TxDOT Form ROW -N-
30) submitted, if required?
Has a recommendation for approval been stated on the transmittal
memorandum?
Is the Utility Adjustment in only one jurisdiction?
M35- Checklist
Rev. 11/2012
Page 4 of 4
35. Yes ❑ No ❑ N/A ® If the Utility Adjustment is in more than one jurisdiction, have the
percentages in each jurisdiction been detailed in the transmittal
memorandum?
36. Yes ® No ❑ N/A ❑ Are the sign -off forms attached?
37. Yes ® No ❑ N/A ❑ Have the plans for the Utility Adjustment been sealed by a
Registered Professional Engineer?
Prepared by:
Utility Design Coordinator
Approved by:
_ ........._
Utilit y iana
Recommended for Approval by °°
Owl 06111roI
Date:
Comments:
ex_
IH35E-USO -UM
Rev. 6/2013
Page I of 1
Utility Manager:
Date plans received:
Utility Company:
Assembly "U" number:
Type of Utilities:
Date on Utility's plans:
Developer's Utility Manager
Utility No Conflict Sign -Off Form
Rich Krog
4/1/15
City of Dentin
36E -U -0603 -001
Raw elooadone Waterline R
4/1/16 No of sheets in Utility's plans: 19
I, the Utility Manager (UM) working on behalf of the Developer (AGL) certify that a review of the
above referenced Utility plans concerning the proposed highway improvements on the IH 35 Managed lanes
has been completed and have not Identified any conflicts between the Utility's proposed relocation and
any existing and /or proposed Utilities.
The proposed Utility plans conform to Title 43, Texas Administrative Code, Section 21.31 — 21.56
of the Utility Accommodation Rules.
Check box if there are any areas of concern and insert comments below:
Print Name:
(Utility Manager -
UM)
Sign Name:
(UM)
Rich Krog
Print Name:
(Utility Design
Coordinator —
UDC) Joseph Murphy I iate
Sign Name:
(UDC)
Utility
Coordination
Firm Name:
LIRA
This form must be completed /signed and included in each Utility Assembly
submitted to the Texas Department of Transportation.
e.-
1H35E -USO -UDC
Rev. 6/2013
Page 1 of I
Utility Design Coordinator:
Date plans received:
Utility Company:
Assembly "U" number:
Type of Utilities:
Date on Utility's plans:
Developer's Utility Design Coordinator
Utility No Conflict Sign -Off Form
Joseph Murphy
..,.,�. . .......... ..�
De
f o
lCity onton.. �,,. �. �„ �,.., ��.. ���. �..,- ,.,�,...�...,�.�.�_.......w�,, --
6 f 503 -001 .............� ���....... �____..._ ��.. .�� ....� „�,,.,,, ....._....-
a�.,.�_�...
Raw Waterline Relocadons
4/1/15 No. of sheets in Utility's plans: -1.9
I, the Utility Design Coordinator (UDC) on behalf of the Developer (AGL ) certify that a review of
the above referenced Utility plans concerning the proposed highway improvements on the IH 35 Managed Lanes
has been completed and have not identified any conflicts between the Utility's proposed
relocation and any design features.
Design features include but are not limited to pavement structures, drainage facilities, bridges,
retaining walls, traffic signals, illumination, signs, foundations, duct/conduit, ground boxes,
erosion control facilities, water quality facilities and other Developer - Managed Utilities.
Any design changes to the IH 35 Managed Lanes roadway after the signing of this form will be coordinated
through the Developer's Utility Manager and the affected Utility Owner.
❑ Check box if there are any areas of concern and insert comments below:
Print Name:
(UDC) Joseph Murphy Date: I
. ... ......... ._
Utility Design Coordinator (UDC)
Sign Name:
(UDC) 1 .Date :,.
Utility Coordination
Firm Name: LIRA
This form must be completed/signed and included In each Utility Assembly
submitted to the Texas Department of Transportation.
Texas Department of Transportation
Form TxDOT- DA- U- 35A -DM -IH 35E
Page 1 of 6 Rev. 08/12
County: Denton
Highway: 1H 35E
Limits: From: North End of
Lake Lewisville Bridge
To: FM 2181 South in
Corinth
Fed. Proj. No.: TM 0356 (438)
ROW CSJ No.: 0196 -01 -097
Const. CSJ No.: 0196 -01 -096
UTILITY ADJUSTMENT AGREEMENT AMENDMENT (Developer Managed)
(Amendment No. 001 to Agreement No.: 35E -U -0503)
THIS AMENDMENT TO PROJECT UTILITY ADJUSTMENT AGREEMENT (this
"Amendment "), by and between AGL Constructors, hereinafter identified as the "Developer ", and the
City of Denton, hereinafter identified as the "Owner ", is as follows:
W ITNESSETH
WHEREAS, the STATE of TEXAS, acting by and through the Texas Department of Transportation,
hereinafter identified as "TxDOT ", proposes to construct the toll project identified above (the "Project ",
as more particularly described in the "Original Agreement ", defined below); and
WHEREAS, pursuant to that certain Development Agreement ( "DA ") by and between TxDOT and the
Developer with respect to the Project, the Developer has undertaken the obligation to design, construct,
and potentially maintain the Project, including causing the removal, relocation, or other necessary
adjustment of existing utilities impacted by the Project (collectively, "Adjustment "); and
WHEREAS, the Owner and Developer are parties to that certain executed Project Utility Adjustment
Agreement designated by the "Agreement No." indicated above, as amended by previous amendments, if
any (the "Original Agreement "), which provides for the adjustment of certain utilities owned and/or
operated by the Owner (the "Utilities "); and
WHEREAS, the parties are required to utilize this Amendment form in order to modify the Original
Agreement to add the adjustment of Owner facilities not covered by the Original Agreement; and
WHEREAS, the parties desire to amend the Original Agreement to add additional Owner utility
facility(ies), on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the agreements contained herein, the parties hereto agree as
follows:
Amendment. The Original Agreement is hereby amended as follows:
1.1 Plans.
(a) The description of the Owner Utilities and the proposed Adjustment of the Owner
Utilities in the Original Agreement is hereby amended to add the following utility
facility(ies) ( "Additional Owner Utilities ") and proposed Adjustment(s) to the Owner
Utilities described in the Original Agreement;
365451.3.DOC
Texas Department of Transportation
Form TxDOT- DA- U- 35A -DM -IH 35E
Page 2 of 6 Rev. 08/12
Relocation will consist of 7741f. of 30" RCPP AWWA C303 waterline, 5741f. of 42"
RCPP AWWA C303 waterline, 5131f of 48" steel casing, and 5081f. of 60" steel casing
placed from ML Station 1456 +34 to ML Station 1473 +31.
(b) The Plans, as defined in Paragraph 1 of the Original Agreement, are hereby amended to
add thereto the plans, specifications and cost estimates attached hereto as Exhibit A.
(c) The Plans attached hereto as Exhibit A, along with this Amendment, shall be submitted
upon execution to TxDOT in accordance with Paragraph 2 of the Original Agreement,
and Paragraph 2 shall apply to this Amendment and the Plans attached hereto in the saine
manner as if this Amendment were the Original Agreement. I£ the Owner claims an
Existing Interest for any of the Additional Owner Utilities, documentation with respect to
such claim shall be submitted to TxDOT as part of this Amendment and the attached
Plans, in accordance with Paragraph 15(a) of the Original Agreement.
1.2 Reimbursement of Owner's Indirect Costs. For purposes of Paragraph 6 of the Original
Agreement, the following terms apply to the Additional Owner Utilities and proposed
Adjustment:
(a) Developer agrees to reimburse the Owner its share of the Owner's indirect costs (e.g.,
engineering, inspection, testing, ROW) as identified in Exhibit A. When requested by the
Owner, monthly progress payments will be made. The monthly payment will not exceed
80% of the estimated indirect work done to date. Once the indirect work is complete,
final payment of the eligible indirect costs will be made. Intermediate payments shall not
be construed as final payment for any items included in the intermediate payment.
(b) The Owner's indirect costs associated with Adjustment of the Owner Utilities shall be
developed pursuant to the method checked and described below [check only one box]:
® (1) Actual related indirect costs accumulated in accordance with (i) a work
order accounting procedure prescribed by the applicable Federal or State
regulatory body, or (ii) established accounting procedure developed by the Owner
and which the Owner uses in its regular operations (either (i) or (ii) referred to as
"Actual Cost ") or,
❑ (2) The agreed sum of $_ ( "Agreed Sum ") as supported by the analysis of
the Owner's estimated costs attached hereto as part of Exhibit A.
1.3 Advancement of Funds by Owner for Construction Costs.
(a) Advancement of Owner's Share, if any, of estimated costs
Exhibit A shall identify all estimated engineering and construction - related costs,
including labor, material, equipment and other miscellaneous construction items„
365451 IDOC
Texas Department of Transportation
Form TxDOT- DA- U- 35A -DM -IH 35E
Page 3 of 6 Rev. 08/12
Exhibit A shall also identify the Owner's and Developer's respective shares of the
estimated costs.
The Owner shall advance to the Developer its allocated share, if any, of the estimated
costs for construction and engineering work to be performed by Developer, in accordance
with the following terms:
® The adjustment of the Owner's Utilities does not require advancement of funds.
❑ The adjustment of the Owner's Utilities does require advancement of funds and
the terms agreed to between the Developer and Owner are listed below.
[Insert terms of advance funding to be agreed between Developer and Owner.]
(b) Adjustment Based on Actual Costs or Agreed Sum
[Check the one appropriate provision, if advancement of funds is required]:
❑ The Owner is responsible for its share of the Developer actual cost for the
Adjustment, including the identified Betterment. Accordingly, upon completion
of all Adjustment work to be performed by both parties pursuant to this
Amendment, (i) the Owner shall pay to the Developer the amount, if any, by
which the actual cost of the Betterment (as determined in Paragraph 9(b)) plus
the actual cost of Owner's share of the Adjustment (based on the allocation set
forth in Exhibit A) exceeds the estimated cost advanced by the Owner, or (ii) the
Developer shall refund to the Owner the amount, if any, by which such advance
exceeds such actual cost, as applicable.
❑ The Agreed Sum is the agreed and final amount due for the Adjustment,
including any Betterment, under this Amendment. Accordingly, no adjustment
(either up or down) of such amount shall be made based on actual costs.
1.4 Paragraph intentionally left blank.
1.5 Responsibility for Costs of Adjustment Work. For purposes of Paragraph 4 of the Original
Agreement, responsibility for the Agreed Sum or Actual Cost, as applicable, of all Adjustment
work to be performed pursuant to this Amendment shall be allocated between the Developer and
the Owner as identified in Exhibit A hereto and in accordance with §203.092, Texas
Transportation Code. An allocation percentage may be determined by application of an eligibility
ratio, if appropriate, as detailed in Exhibit A, provided however, that any portion of an Agreed
Sum or Actual Cost attributable to Betterment shall be allocated 100% to the Owner in
accordance with Paragraph 9 of the Original Agreement.
1.6 Betterment.
(a) Paragraph 9(b) (Betterment and Salvage) of the Original Agreement is hereby amended
to add the following [Check the one box that applies, and complete if appropriate]:
❑ The Adjustment of the Additional Owner Utilities, pursuant to the Plans as
amended herein, does not include any Betterment.
® The Adjustment of the Additional Owner Utilities, pursuant to the Plans as
amended herein, includes Betterment to the Additional Owner Utilities by reason
of [insert explanation, e.g. "replacing 12" pipe with 24" pipe]: rMlacina
365451. IDOC
Texas Department of Transportation
Fonn TxDOT- DA- U- 35A -DM -IH 35E
Page 4 of 6 Rev. 08/12
existing 27" RCCP pie, 30" RCCP pipe and 48" stcel casingwith a 30" RCCP
pipe, 42" RCCP pipe, and 60" steel casing resectively. The Developer has
provided to the Owner comparative estimates for (i) all work to be performed by
the Developer pursuant to this Amendment, including work attributable to the
Betterment, and (ii) the cost to perform such work without the Betterment, which
estimates are hereby approved by the Owner. The estimated cost of the
Developer work under this Amendment which is attributable to Betterment is
$447,853.65, calculated by subtracting (ii) from (i). The percentage of the total
cost of the Developer work under this Amendment which is attributable to
Betterment is 15.35 %, calculated by subtracting (ii) from (i), which remainder is
divided by (i).
(b) If Paragraph 1.6(a) identifies Betterment, the Owner shall, after proof of implementation
of betterment, advance to the Developer in sixty (60) days from receipt of invoice from
Developer, the cost attributable to Betterment as set forth in Paragraph 1.6(a).
❑ The estimated cost stated in Paragraph 1.6(a) of this Amendment is the agreed and
final amount due for Betterment under this Amendment, and accordingly no
adjustment (either up or down) of such amount shall be made based on actual costs.
® The Owner is responsible for the Developer's actual cost for the identified
Betterment. Accordingly, upon completion and acceptance by Owner of all
Adjustment work to be performed by both parties pursuant to this Agreement, (i)
the Owner shall pay to the Developer the actual cost of the Betterment (determined
as provided below in this paragraph). Any additional payment by the Owner shall
be due within sixty (60) calendar days after the Owner's receipt of the
Developer's invoice therefor, together with supporting documentation including
proof of implementation;. The actual cost of Betterment incurred by the Developer
shall be calculated by multiplying (i) the Betterment percentage stated in Paragraph
1.6(a), by (ii) the actual cost of all work performed by the Developer pursuant to
this Agreement (including work attributable to the Betterment), as invoiced by the
Developer to the Owner.
(c) The determinations and calculations of Betterment described in this Amendment shall
exclude right -of -way acquisition costs. Betterment in connection with right -of -way
acquisition is addressed in Paragraph 15 of the Original Agreement.
(d) If Paragraph 1.6(a) identifies Betterment, the amount allocable to Betterment in Owner's
indirect costs shall be determined by applying the percentage of the Betterment calculated
in Paragraph 1.6(a) to the Owner's indirect costs. The Owner's invoice to the Developer
for the Developer's share of the Owner's indirect costs shall credit the Developer with
any Betterment amount determined pursuant to this Paragraph 1.6(a).
(e) For any Adjustment from which the Owner recovers any materials and/or parts and
retains or sells the same, after application of any applicable Betterment credit, the
Owner's invoice to the Developer for its costs shall credit the Developer with the salvage
value for such materials and /or parts
1.7 Miscellaneous.
(a) Owner and Developer agree to refer to this Amendment, designated by the "Amendment
No." and "Agreement Number" indicated on page 1 above, on all future correspondence
365451 3.DOC
Texas Department of Transportation
Form TxDOT- DA- U- 35A -DM -IH 35E
Page 5 of 6 Rev. 08/12
regarding the Adjustment work that is the subject of this Amendment and to track
separately all costs relating to this Amendment and the Adjustment work described
herein.
(b) [Include any other proposed amendments allowed by applicable law. ]
General.
(a) All capitalized terms used in this Amendment shall have the meanings assigned to them
in the Original Agreement, except as otherwise stated herein.
(b) This Amendment may be executed in any number of counterparts. Each such counterpart
hereof shall be deemed to be an original instrument but all such counterparts together
shall constitute one and the same instrument.
(c) Except as amended hereby, the Original Agreement shall remain in full force and effect.
In no event shall the responsibility, as between the Owner and the Developer, for the
preparation of the Plans and the Adjustment of the Owner Utilities be deemed to be
amended hereby.
(d) This Amendment shall become effective upon the later of (a) the date of signing by the
last party (either the Owner or the Developer) signing this Amendment, and (b) the
completion of TxDOT's review and approval as indicated by the signature of TxDOT's
representative, below.
365451 ,,3.DOC
Texas Department of Transportation
Form TxDOT- DA- U- 35A -DM 4H 35E
Page 6 of 6 Rev. 08/12
APPROVED BY:
TEXAS DEPARTMENT OF
TRANSPORTATION
By:
Authorized Signature
Printed
Name: Donald C. Toner, Jr., SR/WA
Director — Strategic Projects Right of Way
Strategic Projects Division
Date:
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
ANITA Bt1 R(+1'SS, CITY A I' � i lt�'y
BY
365451.3.DOC
DEVELOPER
OWNER
CITY OF DENTON
By:
Duly Authorized Representative
Printed
Name �Oeo ,ge C M -
Title: City,&rrgr„
Date:
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RAW WATER INCLUDING BETTERMENT
Item
(XI "Y
Unit
Unit Cost
Subtotal
W11
i/ ,,,,,,
,
POTHOLING & TIE -IN INVESTIGATION
1
LS
$
15,000.00
$
15,000.00
42" RCCP TIE -INS
2
EA
11,
35,000.00
$
70,000.00
60" CASING MATERIALS
508
LF
$
600.00
$
304,800.00
60" CASING BOTOC INSTALLATION
508
LF
$
650.00
$
330,200.00
42" CARRIER PIPE BOTOC INSTALLATION
508
LF
$
180.00
$
91,440.00
42" RCCP MATERIAL
574
LF
$
200.00
$
114,800.00
42" RCCP INSTALLATION BY OPEN CUT
66
LF
$
250.00
$
16,500.00
MANWAYS WITH VAULTS
2
EA
$
5,000.00
$
10,000.00
ABANDON EXISTING LINES
574
LF
$
20.00
$
11,480.00
PRESSURE TESTING
1
LS
$
10,000.00
$
10,000.00
MOBILZATION / START UP / DEMOB
1
LS
$
30,000.00
$
30,000.00
BYPASS VALVES
2
EA
$
65,733.00
$
131,466.00
Conflict 503 -002
POTHOLING & TIE -IN INVESTIGATION
1
LS
$
15,000.00
$
15,000.00
30" RCCP TIE -INS
2
EA
$
35,000.00
$
70,000.00
48" CASING MATERIALS
513
LF
$
405.00
$
207,765.00
48" CASING BOTOC INSTALLATION
513
LF
$
455.00
$
233,415.00
30" CARRIER PIPE BOTOC INSTALLATION
513
LF
$
125.00
$
64,125.00
30" RCCP MATERIAL
935
LF
$
140.00
$
130,900.00
30" RCCP INSTALLATION BY OPEN CUT
422
LF
$
235.00
$
99,170.00
MANWAYS WITH VAULTS
2
EA
$
5,000.00
$
10,000.00
ABANDON EXISTING LINES
1000
LF
$
18.00
$
18,000.00
PRESSURE TESTING
1
EA
$
8,000.00
$
8,000.00
MOBILZATION / START UP / DEMOB
1
LS
$
35,750.00
$
35,750.00
BYPASS VALVES
2
EA
$
65,733.00
$
131,466.00
EASEMENT ACQUISITION
500
q/Ft
$
1.40
I $
700.00
$
Civil Subtotal
$
2,159,277.00
ROW Subtotal
$
700.00
Relocation Subtotal
$
2,159,977.00
*AGL OH &P
$
755,991.95
GRAND TOTAL
�
2,916,668.95
yg,„
RAW WATER WITHOUT BETTERMENT -
Item
CITY
Unit
Unit Cost
Subtotal
POTHOLING & TIE -IN INVESTIGATION
1
LS
$
15,000.00
$
15,000.00
30" RCCP TIE -INS
2
EA
$
35,000.00
$
70,000.00
48" CASING MATERIALS
508
LF
$
405.00
$
205,740.00
48" CASING BOTOC INSTALLATION
508
LF
$
455.00
$
231,140.00
30" CARRIER PIPE BOTOC INSTALLATION
508
LF
$
125.00
$
63,500.00
30" RCCP MATERIAL
574
LF
$
140.00
$
80,360.00
30" RCCP INSTALLATION BY OPEN CUT
66
LF
$
235.00
$
15,510.00
MANWAYS WITH VAULTS
2
EA
$
5,000.00
$
10,000.00
ABANDON EXISTING LINES
574
LF
$
20.00
$
11,480.00
PRESSURE TESTING
1
LS
$
6,000.00
$
6,000.00
MOBILZATION / START UP / DEMOB
1
LS
$
20,000.00
$
20,000.00
BYPASS VALVES
2
EA
$
65,733.00
$
131,466.00
Conflict 503 -002
POTHOLING & TIE -IN INVESTIGATION
1
LS
$
15,000.00
$
15,000.00
27" RCCP TIE -INS
2
EA
$
25,000.00
$
50,000.00
42" CASING MATERIALS
513
LF
$
335.00
$
171,855.00
42" CASING BOTOC INSTALLATION
513
LF
$
365.00
$
187,245.00
27" CARRIER PIPE BOTOC INSTALLATION
513
LF
$
105.00
$
53,865.00
27" RCCP MATERIAL
935
LF
$
110.00
$
102,850.00
27" RCCP INSTALLATION BY OPEN CUT
422
LF
$
193.00
$
81,446.00
MANWAYS WITH VAULTS
2
EA
$
5,000.00
$
10,000.00
ABANDON EXISTING LINES
1000
LF
$
17.50
$
17,500.00
PRESSURE TESTING
1
EA
$
5,000.00
$
5,000.00
MOBILZATION / START UP / DEMOB
1
LS
$
25,000.00
$
25,000.00
BYPASS VALVES
2
EA
$
65,733.00
$
131,466.00
EASEMENT ACQUISITION
500
S Ft
$
1.40
700.00
$
Civil Subtotal
$ 1,711,423.00
ROW Subtotal
$
700.00
Relocation Subtotal
1,712,123.00
*AGL OH &P
'
755,992.30
GRAND TOTAL
$
2,468,815.30
UTILITY JOINT USE ACKNOWLEDGEMENT Form ROW - U- JUAA -DA
(Rev. 11/12)
Page 1 of 2
U- Number:35E- U-0503 -001
ROW CSJ: 0196 -01 -097 County: Denton
District: Dallas Highway: IH 35E
Federal Project No.: IM 0356 (438) From: North End of Lake Lewisville Bridge
Projected Highway Letting Date: 11/18/13 To: FM 2181 South in Corinth
WHEREAS, the State of Texas, ( "State "), acting by and through the Texas Department of Transportation
( "TxDOT "), proposes to make certain highway improvements on that section of the above - Indicated highway; and
WHEREAS, the City of Denton, ( "Utility"), proposes to adjust or relocate certain of its facilities, If applicable, and
retain title to any property rights it may have on, along or across, and within or over such limits of the highway
right of way as Indicated by the location map attached hereto.
NOW, THEREFORE, In consideration of the covenants and acknowledgements herein contained, the parties
mutually agree as follows:
It Is agreed that joint usage for both highway and utility purposes will be made of the area within the highway right
of way limits as such area Is defined and to the extent indicated on the aforementioned plans or sketches. Nothing
In this Acknowledgement shall serve to modify or extingulsh any compensable property Interest vested in the
Utility within the above described area. If the facilities shown in the aforementioned plans need to be altered or
modified or new facilities constructed to either accommodate the proposed highway Improvements or as part of
Utility's future proposed changes to Its own facilities, Utility agrees to notify TxDOT at least 30 days prior
thereto, and to furnish necessary plans showing location and type of construction, unless an emergency situation
occurs and immediate action Is required. If an emergency, situation ocours and Immediate action Is required,
Utility agrees to notify TxDOT promptly. If such alteration, modificaflon or new construction Is In conflict with the
current highway or planned future highway Improvements, or could endanger the traveling public using said
highway, TxDOT shall have the right, after receipt of such notice, to prescribe such regulations as necessary for
the protection of the highway facility and the traveling public using said highway. Such regulations shall not
extend, however, to requiring the placement of intended overhead lines underground or the routing of any lines
outside of the area of joint usage above described.
If Utility's facilities are located along a controlled access highway, Utility agrees that Ingress and egress for
servicing its facilities will be limited to frontage roads where provided, nearby or adjacent public roads and streets,
or trails along or near the highway right of way lines which only connect to an Intersecting road. Entry may be
made to the outer portion of the highway right of way from any one or all access points. Where supports,
manholes or other appurtenances of the Utility's facilities are located In medians or Interchange areas, access
from the through - traffic roadways or ramps will be allowed by permit issued by the State to the Utility setting forth
the conditions for policing and other controls to protect highway users. In an emergency situation, if the means of
access or service operations as herein provided will not permit emergency repairs as required for the safety and
welfare of the public, the Utility shall have a temporary right of access to and from the through_ traffic roadways
and ramps as necessary to accomplish the required repairs, provided TxDOT Is notified Immediately when such
repairs are initiated and adequate provision is made by Utility for the convenience and safety of highway traffic.
Except as expressly provided herein, the Utility's rights of access to the through - treffic roadways and /or ramps
shall be subject to the same rules and regulations as apply to the general public.
eirw gate.
UUllty
Form ROW - U-JUAA -DA (Rev. 11/12)
Page 2 of 2
If Utility's facilities are located along a non - controlled access highway, the Utility's rights of ingress and egress
to the through - traffic roadways and /or ramps are subject to the same rules and regulations as apply to the general
public.
Participation in actual costs Incurred by the Utility for any future adjustment, removal or relocation of utility
facilities required by highway construction shall be In accordance with applicable laws of the State of Texas.
It Is expressly understood that Utility conducts the new Installation, adjustment, removal, and /or relocation at Its
own risk, and that TxDOT makes no warranties or representations regarding the existence or location of utilities
currently within its right of way.
The Utility and the State, by execution of this Acknowledgement , do not waive or'relinquish any right that they
may have under the law.
The signatories to this Acknowledgement warrant that each has the authority to enter Into this Acknowledgement
on behalf of the party represented.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures.
Title: �e _....�� _ ...r._.m
Date: !
UIINty
The State of Texas
Executed and approved for the Texas
Transportation Commission for the purpose and
effect of activating andlor carrying out the orders,
established policies or work programs haratofore
approved and authorised by the Texas
Transportation Commission.
By:
Donald C. Toner, Jr SRNVA
Director — Strategic Projects Right of Way
Strategic Projects Division
Texas Department of Transportation
Date:
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City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
D EN'FON
File #: ID 15 -521, Version: 1
Legislation Text
Agenda Information Sheet
DEPARTMENT: Utility Administration
CM/ ACM: Jon Fortune
Date: June 30, 2015
SUBJECT
Consider adoption of an ordinance of the City Council of Denton, Texas, authorizing the City Manager to
execute the "Early Release for Construction - Utility Adjustment Agreement Amendment 35E -U- 003 -002 to
Agreement No. 35E -U- 0503" to the original "Project Utility Adjustment Agreement" in the amount of
$1,020,815.00; facilitating and authorizing the adjustment of City of Denton water and wastewater facilities for
the Interstate Highway 35 project, in substantial conformity with the previously executed Texas Department of
Transportation agreements with the Developer, AGL Constructors, which is a consortium composed of Archer
Western Contractors, LLC, Granite Construction Co. and the Lane Construction Company; and the Texas
Department of Transportation; authorizing the expenditure of funds therefor; and providing an effective date.
The PUB recommends approval (4 -0).
BACKGROUND
AGL Constructors (AGL) is currently widening and improving IH35E for the Texas Department of
Transportation (TxDOT) in various stages from Interstate 635 in Dallas to US Highway 380 in Denton. As part
of that effort, AGL is responsible for all phases of detailed design, right -of -way (ROW) and easement
acquisitions, utility relocations and roadway construction. The City Council approved a Project Utility
Adjustment Agreement (PUAA) with AGL on March 3, 2015 in the amount of $329,435.10, with AGL
responsible for all such costs, for the initial work associated with the relocation of the raw water line crossings
on IH35E to avoid conflicts with storm drain lines and a new bridge at Oak Drive in Hickory Creek. This initial
agreement was for the installation of sacrificial valves and tie -in stub -outs only, with the actual raw water line
relocations and other utility adjustments to water and wastewater lines being added later as supplemental
addenda to the agreement.
The first addendum to the agreement or Utility Adjustment Agreement (UAAA) 001 in the amount of
$2,916,668.95, of which $447,853.65 is payable by the City of Denton for increases in line sizes at the request
of the City, was scheduled for consideration by the Public Utilities Board (PUB) on June 22, 2015. UAAA 001
is for the actual relocation of the 27 -inch and 30 -inch raw water lines from the intake on Lake Lewisville that
cross IH35E in Hickory Creek and Lake Dallas. UAAA 001 is scheduled for City Council consideration on
June 30, 2015.
The second addendum to the agreement or UAAA 002 will be for the relocations of water and wastewater
facilities being installed at varying offsets within TxDOTS's right of way (ROW) within the IH35E Managed
Lanes Project between Post Oak Road and Bonnie Brae Street. AGL is experiencing delays in their schedule for
City of Denton Page 1 of 3 Printed on 6/25/2015
File #: ID 15 -521, Version: 1
the IH35E Managed Lanes Project and have requested assistance from the City of Denton in moving forward
with the early release of this work in advance of formal approval of the agreement for UAAA 002. The
mechanism by which this is accomplished is through AGL's submittal of an Early Release for Construction
package to TxDOT for approval, with concurrence by the City of Denton, in advance of execution of the actual
UAAA document. The Early Release work is identical to that for UAAA 002 and is based on plans to be
approved by City staff, just as they were done for the PUAAA and UAAA 001. The Early Release will amount
to AGL beginning work "at risk" on the relocation of City facilities by July 6, 2015. The projected costs for
UAAA 002 listed herein are to be borne solely by AGL Constructors. It is anticipated that the formal
agreement for UAAA 002 will be brought to PUB for approval on July 13, 2015 and to City Council on July
21, 2015.
OPTIONS
1. Approve Early Release for Construction package for Utility Adjustment Agreement Amendment 35E -U-
003 -002 (UAAA 002).
2. Reject Early Release for Construction package for Utility Adjustment Agreement Amendment 35E- U -003-
002 (UAAA 002).
RECOMMENDATION
Staff recommends approval of Early Release for Construction package for Utility Adjustment Agreement
Amendment 35E -U- 003 -002 (UAAA 002) to enable AGL Constructors to proceed with the relocation of water
and wastewater utilities in the IH35E Managed Lanes corridor "at risk" in advance of the approval of the actual
agreement.
ESTIMATED SCHEDULE OF PROJECT
Upon approval by the City and TxDOT, AGL Constructors anticipates that the project will begin on July 6,
2015 and be completed as early as early October 2015.
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
1. Public Utilities Board - February 9, 2015, approval recommended.
2. City Council - March 3, 2015, approved.
3. Public Utilities Board - June 22, 2015, approval recommended.
FISCAL INFORMATION
All costs associated with the installation of the adjustment of City of Denton water and wastewater facilities for
the Interstate Highway 35 project included in Utility Adjustment Agreement Amendment 35E -U- 003 -002
(UAAA 002) will be borne in total by AGL Constructors.
BID INFORMATION
Not applicable.
EXHIBITS
1. Ordinance
2. Early Release for Construction package for Utility Adjustment Agreement Amendment 35E -U- 003 -002 (UAAA 002)
Respectfully submitted:
Frank Payne
City of Denton Page 2 of 3 Printed on 6/25/2015
File M ID 15 -521, Version: 1
City Engineer
City of Denton Page 3 of 3 Printed on 6/25/2015
h rvvm d by I cx:ls i''I
ORDINANCE NO. 2015-
AN ORDINANCE OF THE CITY COUNCIL OF DENTON, TEXAS, AUTHORIZING THE
CITY MANAGER TO EXECUTE THE "EARLY RELEASE FOR CONSTRUCTION -
UTILITY ADJUSTMENT AGREEMENT AMENDMENT 35E -U- 003 -002 TO AGREEMENT
NO. 35E -U- 0503" TO THE ORIGINAL "PROJECT UTILITY ADJUSTMENT
AGREEMENT" IN THE AMOUNT OF $1,020,815; FACILITATING AND AUTHORIZING
THE ADJUSTMENT OF CITY OF DENTON WATER AND WASTEWATER FACILITIES
FOR THE INTERSTATE HIGHWAY 35 PROJECT, IN SUBSTANTIAL CONFORMITY
WITH THE PREVIOUSLY EXECUTED TEXAS DEPARTMENT OF TRANSPORTATION
AGREEMENTS WITH THE DEVELOPER, AGL CONSTRUCTORS, WHICH IS A
CONSORTIUM COMPOSED OF ARCHER WESTERN CONTRACTORS, LLC, GRANITE
CONSTRUCTION CO. AND THE LANE CONSTRUCTION COMPANY; AND THE TEXAS
DEPARTMENT OF TRANSPORTATION; AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Interstate Highway 35 East widening project (the "Project ") involves
and flows through the City of Denton, Texas ( "City "); the Project entails, among other things,
the relocation of water utility facilities and infrastructure owned and operated by the City; and
WHEREAS, pursuant to a "Comprehensive Development Agreement" ( "CDA ") which
has been previously entered into by and between the Texas Department of Transportation
( "TxDOT ") and the Developer; the Developer has undertaken the obligation to design, construct,
and potentially maintain the Project, which includes the relocation, or other necessary adjustment
of existing utilities facilities and infrastructure that are impacted by the Project; and
WHEREAS, by the Project Utility Adjustment Agreement ( "PUAA ") previously entered
into by and between the City and the Developer, and approved by TxDOT, such agreement
provides for the adjustment of certain water and wastewater utilities owned and operated by the
City; and
WHEREAS, it has become necessary to modify the PUAA entered into on March 3,
2015, to further add to or adjust the City's water and wastewater facilities and infrastructure,
namely relocations of water and wastewater facilities being installed at varying offsets within
TxDOTS's right of way (ROW) within the IH35E Managed Lanes Project between Post Oak
Road and U.S. Highway 380, and the City and Developer will enter into a Utility Adjustment
Agreement Amendment No. 002 ( "Amendment No. 002 to PUAA "), which will cover
adjustments not covered under the original PUAA, to provide for the terms and conditions which
are required by such Amendment to PUAA; and
WHEREAS, it has become desirable for the Developer to request an early release for
construction of the facilities to be included in Utility Adjustment Agreement Amendment No.
0002 from TxDOT in order to facilitate the timely construction of the IH35E Managed Lanes
Project, such release to be granted in advance of the actual execution of Utility Adjustment
Agreement Amendment No. 0002 at the sole risk of the Developer and without the disturbance
of any existing City of Denton water and wastewater utility lines; and
WHEREAS, the City Council finds that this ordinance is in the public interest and
accordingly; NOW THEREFOR
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitations contained in the Preamble to this ordinance are hereby
incorporated by reference into this Ordinance.
SECTION 2. The City Manager, or his designee is hereby authorized to execute the
"Early Release for Construction" package for Utility Adjustment Agreement Amendment 35E-
U- 003 -002 (UAAA 002) to Agreement No. 35E -U -603" for water and wastewater facilities and
infrastructure relocations for the Interstate Highway 35 Project, with the Developer, AGL
Constructors, LLC; each such Agreement to be approved by the Texas Department of
Transportation.
SECTION 3. The City Manager or his designee is hereby authorized to expend funds as
provided for in the attached "Early Release for Construction package for Utility Adjustment
Agreement Amendment 35E -U- 003 -002 (UAAA 002)" at the time the payment obligation arises,
when the document is fully executed, delivered, and the Project approved upon completion by
the City.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of 12015.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
ma
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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City of Denton
Early Release for Construction
Utility Adjustment Agreement Amendment 35E -U -003 -002
IH35E
From 635 to US 380
Water & Wastewater Installation Segment 4
North Texas Area
Git of Dent ga Cop
Table of Contents
Early Release for Construction Request Submittal
35E -U -0503 -002
1.) Early Release for Construction Request Letter to TxDOT /SPD
2.) Early Release for Construction Concurrence Letter from Utility Owner
3.) Utility Joint Use Acknowledgment (UJUA)
4.) Utility Adjustment Plan Set
5.) Utility Adjustment Cost Estimate
c`
CONSTRUCTORS
ARCHER WESTERN • GRANITE • LANE
June 22, 2015
Mr. Don Toner SR/WA
North Texas CDA Program Lead
TxDOT — Strategic Projects Division
3301 W. Airport Freeway, Ste 100
Bedford, Texas 76021
817 -508 -7654 Fax 817 - 685 -7561
von
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RE: Early Release for Construction, IH 35E Managed Lanes Project (CSJ's 0196 -01 -100, 0195 -03-
072 & 0195 -03 -074), 35E -U- 0503 -002 City of Denton Relocation from IH35E & Post Oak Road to
Bonnie Brae
Dear Mr. Toner,
AGL Constructors would like to request approval of this Early Release for Construction for
multiple City of Denton Water & Wastewater facilities. An Early Release submittal is required due to
a Utility Adjustment Agreement Amendment not being executed as of June 22, 2015 and the
anticipated delays and obtaining City Council approval. The water and wastewater facilities are being
installed at varying offsets within TxDOT's Right of Way within the IH 35E Managed Lanes Project.
Additionally from North Texas Blvd. west to Bonnie Brae an 8" Waterline shall be placed inside a
newly acquired easement.
The existing City of Denton facilities are required by AGL Constructors to be relocated to
avoid conflict with both the north and south bound main lane construction and various new drainage
facilities being installed as part of the IH35E Managed Lanes project.
Specifically, this Early Release for Construction involves the installation of the following:
Adjustment of Conflict ID 503 -068: The relocation of Conflict ID 503 -068 will consist of the
installation of approximately 847 If. of 8" PVC C900 waterline and appropriate appurtenances from
ML Station 1977 +79 to 1984 +66. The proposed 8" waterline is replacing an existing 8" line that
conflicts with the proposed improvements and reconstruction for IH 35E.
Adiustment of Conflict ID 503 -069: The relocation of Conflict ID 503 -069 will consist of the
installation of approximately 792 If. of 8" PVC C900 waterline, 419 If. of 16" steel casing, and
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M,
appropriate appurtenances from ML Station 1979 +16 to 1985 +29. The proposed 8" waterline is
replacing an existing 8" line that conflicts with the proposed improvements and reconstruction for IH
35E.
Adjustment of Qgnflict ID 503 -070: The relocation of Conflict ID 503 -070 will consist of the
installation of approximately 2061f. of 15" and 3661f. of 12" SDR26 & SDR35 wastewater line and
appropriate appurtenances from ML Station 1979 +04 to 1984 +61. The proposed 15" and 12"
wastewater line is replacing an existing 12" line that conflicts with the proposed improvements and
reconstruction for IH 35E.
Adjustment of Conflict ID 503 -071: The relocation of Conflict ID 503 -071 will consist of the
installation of approximately 447 If. of 12" PVC C900 waterline, 415 If. of 24" steel casing, and
appropriate appurtenances from ML Station 1977 +81 to 1979 +90. The proposed 12" waterline is
replacing an existing 8" line that conflicts with the proposed improvements and reconstruction for IH
35E.
Adjustment of Conflict ID 503 -072: The relocation of Conflict ID 503 -072 will consist of the
installation of approximately 161 If. of 8" SDR35 wastewater line and appropriate appurtenances from
ML Station 1982 +83 to 1984 +41. The proposed 8" wastewater line is replacing an existing 8" line that
conflicts with the proposed improvements and reconstruction for IH 35E. The relocation will begin at
a proposed wastewater manhole in Underwood at ML Station 1979 +48. The 12" wastewater line will
travel approximately 161 If. northeast to a proposed manhole at ML Station 1984 +41.
Adjustment of Conflict ID 503 -076: The relocation of Conflict ID 503 -076 will consist of the
installation of approximately 2,785 If. of 8" PVC C900 waterline, 281 If. of 16" steel casing, and
appropriate appurtenances from ML Station 1991 +57 to 2018 +36. The proposed 8" waterline is
replacing an existing 8" line that conflicts with the proposed improvements and reconstruction for IH
35E.
Adjustment of Conflict IDm 503 -077: The relocation of Conflict ID 503 -077 under this PUAA shall
consist of the abandonment of existing 10" wastewater line and appropriate appurtenances from ML
Station 2003 +84 to 2019 +03.
Adjustment of Conflict ID 503 -088: The relocation of Conflict ID 503 -088 under this PUAA shall
consist of the installation of approximately 1441f. of 16" DIP Class 52 AWWA C150 and appropriate
appurtenances from ML Station 1716 +51 to 1717 +90. The proposed 16" waterline is replacing an
existing 16" line that conflicts with the proposed improvements and reconstruction for IH 35E. The
CONSTRUCTORS
ARCHER WESTERN • GRANITE • LANE
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relocation will connect to an existing 14" waterline on the southwest side of I35E at ML Station
1716 +51. The proposed 16" waterline will travel north 71f., turn northwest, travel for 1291f., turn west,
travel for 91f., and connect to an existing 14" waterline at ML Station 1717 +90.
Please find the attached Utility Adjustment Plans, signed and sealed by a Texas Licensed
Professional Engineer. All work under this Early Release for Construction will be performed using
AGL resources with AGL Constructor's providing oversight in accordance with project requirements.
Additionally, upon completion this utility adjustment will comply with all requirements pursuant to
the Utility Accommodation Rules, as well as current federal, state and local laws, codes and industry
standards.
AGL Constructors, recognizes that this request for early construction consists of AGL
working "at risk" and does not remove responsibility to comply with the IH 35E DA that requires
submittal of a comprehensive Utility Assembly Agreement. Additionally, AGL agrees not to connect
to or otherwise disturb any existing City of Denton water or wastewater utilities prior to issuance of
the fully approved UAAA for this work. This agreement will be submitted to the City of Denton for
approval no later than June 30, 2015 and to TXDOT /SPD within 30 days of the start of the
construction for the above adjustment, to include drawings and a Utility Joint Use Agreement signed
by the utility owner. The estimated construction start date for this utility adjustment is July 6, 2015
and is expected to be completed by October 9, 2015.
We respectfully request you approve this Early Release for Construction. If you have any
questions or require additional information please contact me through the information provided
below.
Signed .....
Richard frog, Utility Manager
ger
AGL C'onstrt:ct"
512.207.0782 (Mobile)
Signed:
Donald C. Toner, Jr. SR/WA
North Texas DA Program Lead
TxDOT- Strategic Project Division
Date:
June 22, 2015
Mr. Frank Payne, P.E.
City Engineer
City of Denton
901 -A Texas Street
Denton, Texas 76209
PRESS'
4�
RE: Early Release for Construction, IH 35E Managed Lanes Project (CSJ's 0196 -01 -100, 0195 -03-
072 & 0195-03-074),35E-U-0503-002 City of Denton Relocation from IH35E & Post Oak Road to
Bonnie Brae
Dear Mr. Payne,
AGL Constructors, JV is requesting approval for an Early Release for Construction from
TXDOT Special Projects Division for the installation of multiple City of Denton Water &
Wastewater facilities currently identified to conflict with proposed construction activities on the
IH35E Managed Lanes project in Segment 4. The existing City of Denton facilities are required by
AGL Constructors to be relocated to avoid conflict with both the north and south bound main lane
construction including various drainage facilities being installed adjacent to IH35E.
Specifically, this Early Release for Construction involves the installation of the following:
Adjustment of Conflict ID 503 -068• The relocation of Conflict ID 503 -068 will consist of the
installation of approximately 847 If. of 8" PVC C900 waterline and appropriate appurtenances from
ML Station 1977 +79 to 1984 +66. The proposed 8" waterline is replacing an existing 8" line that
conflicts with the proposed improvements and reconstruction for IH 35E.
Adiustment of Conflict ID 503 -069• The relocation of Conflict ID 503 -069 will consist of the
installation of approximately 792 If. of 8" PVC C900 waterline, 419 If of 16" steel casing, and
appropriate appurtenances from ML Station 1979 +16 to 1985 +29. The proposed 8" waterline is
replacing an existing 8" line that conflicts with the proposed improvements and reconstruction for IH
35E.
Aql - tnlot elf -._ p!)fl t 19. 5(, d;)70: The relocation of Conflict ID 503 -070 will consist of the
installation of approximately 206 If. of 15" and 366 If. of 12" SDR26 & SDR35 wastewater line and
';I a
V
PRESS"'
� 'UCH'
1RCHrR WESTERN • GAANJU LANE
appropriate appurtenances from ML Station 1979 +04 to 1984 +61. The proposed 15 "and 12"
wastewater line is replacing an existing 12" line that conflicts with the proposed improvements and
reconstruction for IH 35E.
Adiustment of Conflict ID 503 -071 • The relocation of Conflict ID 503 -071 will consist of the
installation of approximately 447 If. of 12" PVC C900 waterline, 415 If. of 24" steel casing, and
appropriate appurtenances from ML Station 1977 +81 to 1979 +90. The proposed 12" waterline is
replacing an existing 8" line that conflicts with the proposed improvements and reconstruction for IH
35E.
Adiustment of Conflict ID 503 -072• The relocation of Conflict ID 503 -072 will consist of the
installation of approximately 161 If. of 8" SDR35 wastewater line and appropriate appurtenances from
ML Station 1982 +83 to 1984 +41. The proposed 8" wastewater line is replacing an existing 8" line that
conflicts with the proposed improvements and reconstruction for IH 35E. The relocation will begin at
a proposed wastewater manhole in Underwood at ML Station 1979 +48. The 12" wastewater line will
travel approximately 161 If. northeast to a proposed manhole at ML Station 1984 +41.
Adiustment of Conflict ID 503 -076• The relocation of Conflict ID 503 -076 will consist of the
installation of approximately 2,785 If. of 8" PVC C900 waterline, 281 If of 16" steel casing, and
appropriate appurtenances from ML Station 1991 +57 to 2018 +36. The proposed 8" waterline is
replacing an existing 8" line that conflicts with the proposed improvements and reconstruction for IH
35E.
Adjustment of Conflict ID 503 -077• The relocation of Conflict ID 503 -077 under this UAAA shall
consist of the abandonment of existing 10" wastewater line and appropriate appurtenances from ML
Station 2003 +84 to 2019 +03.
Adjustment of Conflict ID 503 -088• The relocation of Conflict ID 503 -088 under this UAAA shall
consist of the installation of approximately 1441f. of 16" DIP Class 52 AWWA C150 and appropriate
appurtenances from ML Station 1716 +51 to 1717 +90. The proposed 16" waterline is replacing an
existing 16" line that conflicts with the proposed improvements and reconstruction for IH 35E. The
relocation will connect to an existing 16" waterline on the southwest side of I35E at ML Station
1716 +51. The proposed 16" waterline will travel north 71f., turn northwest, travel for 1291f., turn west,
travel for 9 If., and connect to an existing 16" waterline at ML Station 1717 +90.
IIIIII 1i „%..X4.
W UC rORS
ARCHER WESTERN • GRANITE • LANE
EmssN
JI
Please find the attached Utility Adjustment Plans, signed and sealed by a Texas Licensed
Professional Engineer. In addition, you will find a utility adjustment cost estimate for this installation.
All work under this Early Release for Construction will be performed using AGL resources and their
approved subcontractors. Additionally, upon completion this utility adjustment will comply with all
requirements pursuant to the Utility Accommodation Rules, as well as current federal, state and local
laws, codes and industry standards.
AGL Constructors, recognizes that this request for early construction consists of AGL
working "at risk” and does not remove responsibility to comply with the IH 35E DA that requires
submittal of a comprehensive Utility Assembly Agreement. Additionally, AGL agrees not to connect
to or otherwise disturb any existing City of Denton water or wastewater utilities prior to issuance of
the fully approved UAAA for this work. This agreement will be submitted to the City of Denton for
approval no later than June 30, 2015 and to TXDOT /SPD within 30 days of the start of the
construction for the above adjustment, to include drawings and a Utility Joint Use Agreement signed
by the utility owner. The estimated construction start date for this utility adjustment is July 6, 2015
and is expected to be completed by October 9, 2015.
If you concur with this Early Release for Construction please sign below and return a signed
copy to me via email by Tuesday June 30, 2015.
Sincerely,
Signed: .
Rich Krog,
AGL Utility Manager
1.214.979.1144 (Office)
1.512.207.0782 (Mobile)
Email: rkrog@ltraengineers.com
Cc: AGL Document Control
Acceptance:
Signed:.
Print Name: Frank G. Payne, P.E.
Title: City Engineer
Date:
UTILITY JOINT USE ACKNOWLEDGEMENT Form ROW - U- JUAA -DA
(Rev. 11112)
Page 1 of 2
�a
U -Nu mber:35E -U- 0503 -002
ROW CSJ: 0196 -01 -100, 0195 -03 -072 & 0195 -03- County: Denton
074
District: Dallas Highway: IH 35E
Federal Project No.: IM 0356 (438) From: FM 2181, South in Corinth
Projected Highway Letting Date: 11 -18 -12 To: US 380
WHEREAS, the State of Texas, ( "State "), acting by and through the Texas Department of Transportation
( "TxDOT "), proposes to make certain highway improvements on that section of the above - indicated highway; and
WHEREAS, the City of Denton, ( "Utility "), proposes to adjust or relocate certain of its facilities, if applicable, and
retain title to any property rights it may have on, along or across, and within or over such limits of the highway
right of way as indicated by the location map attached hereto.
NOW, THEREFORE, in consideration of the covenants and acknowledgements herein contained, the parties
mutually agree as follows:
It is agreed that joint usage for both highway and utility purposes will be made of the area within the highway right
of way limits as such area is defined and to the extent indicated on the aforementioned plans or sketches. Nothing
in this Acknowledgement shall serve to modify or extinguish any compensable property interest vested in the
Utility within the above described area. If the facilities shown in the aforementioned plans need to be altered or
modified or new facilities constructed to either accommodate the proposed highway improvements or as part of
Utility's future proposed changes to its own facilities, Utility agrees to notify TxDOT at least 30 days prior
thereto, and to furnish necessary plans showing location and type of construction, unless an emergency situation
occurs and immediate action is required. If an emergency situation occurs and immediate action is required,
Utility agrees to notify TxDOT promptly. If such alteration, modification or new construction is in conflict with the
current highway or planned future highway improvements, or could endanger the traveling public using said
highway, TxDOT shall have the right, after receipt of such notice, to prescribe such regulations as necessary for
the protection of the highway facility and the traveling public using said highway. Such regulations shall not
extend, however, to requiring the placement of intended overhead lines underground or the routing of any lines
outside of the area of joint usage above described.
If Utility's facilities are located along a controlled access highway, Utility agrees that ingress and egress for
servicing its facilities will be limited to frontage roads where provided, nearby or adjacent public roads and streets,
or trails along or near the highway right of way lines which only connect to an intersecting road, Entry may be
made to the outer portion of the highway right of way from any one or all access points. Where supports,
manholes or other appurtenances of the Utility's facilities are located in medians or interchange areas, access
from the through - traffic roadways or ramps will be allowed by permit issued by the State to the Utility setting forth
the conditions for policing and other controls to protect highway users. In an emergency situation, if the means of
access or service operations as herein provided will not permit emergency repairs as required for the safety and
welfare of the public, the Utlllty shall have a temporary right of access to and from the through - traffic roadways
and ramps as necessary to accomplish the required repairs, provided TxDOT is notified immediately when such
repairs are initiated and adequate provision is made by Utility for the convenience and safety of highway traffic,
Except as expressly provided herein, the Utility's rights of access to the through - traffic roadways and/or ramps
shall be subject to the same rules and regulations as apply to the general public.
Initial Date
Utllily
Form ROW - UJUAA -DA (Rev. 11/12)
Page 2 of 2
If Utility's facilities are located along a non- controlled access highway, the Utility's rights of ingress and egress
to the through - traffic roadways and /or ramps are subject to the same rules and regulations as apply to the general
public.
Participation in actual costs incurred by the Utility for any future adjustment, removal or relocation of utility
facilities required by highway construction shall be in accordance with applicable laws of the State of Texas.
It is expressly understood that Utility conducts the new installation, adjustment, removal, and /or relocation at its
own risk, and that TxDOT makes no warranties or representations regarding the existence or location of utilities
currently within its right of way.
The Utility and the State, by execution of this Acknowledgement , do not waive or relinquish any right that they
may have under the law.
The signatories to this Acknowledgement warrant that each has the authority to enter into this Acknowledgement
on behalf of the party represented.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures.
Owner:
of Utility
By: � ...................... _.�...................,.� ...........,. _..,.. .
Authorized Signature
Print or Type Name
Title:
Date:
Initial Date
Utility
The State of Texas
Executed and approved for the Texas
Transportation Commission for the purpose and
effect of activating and /or carrying out the orders,
established policies or work programs heretofore
approved and authorized by the Texas
Transportation Commission.
By:
Date:
Donald C. Toner, Jr. SR/WA
Director — Strategic Projects Right of Way
Strategic Projects Division
Texas Department of Transportation
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Item
8" Tapping Sleeve
8" PVC Waterline
8" Tee
8" X 6" Tee
6" Gate Valves
8" Gate Valves
8" Plugs
FH Assembly
Abandonment & Removal (8" WL)
16" 'Steel Encasement (Open Cut)
6" Gate Valves
8" Gate Valves
8" Tee
8" X 6" Tee
B" Plugs
,8" PVC Waterline
16" C905 DR25 PVC Casing Pipe (0
16" Steel Encasement (Bore)
16" Steel Encasement (Open Cut)
FH Assembly
Abandonment & Removal (8" WL)
1 U mu,'Rfo aIV � u k i' � ey qF,
4' Diameter Manhole
12" SDR35 PVC Wastewater Pipe
15" SDR35 PVC Wastewater Pipe
Abandonment & Removal (12. " 1
8" Gate Valves
12" PVC Waterline (Open Cut)
12" PVC Waterline (Bore)
12" Valves
12" Plug
12" X 8" Reducer
24" Steel Casing (Bore)
Abandonment & Removal (8" WLJ
4' Diameter Manhole
8" SDR35 Wastewater Pipe (Open
Abandonment & Removal (8 " WV
%ENJ111, % ' (C r O 70" fl. I "Pt "i
6" Gate Valves
8 X 6 Tee
8" Gate Valves
8" Plugs
1" Air Release Valve
8" PVC Waterline
16" Steel Encasement (Open Cut)
Early Release Cost Estimate
CITY Unit Unit Cost Subtotal
1
LF
$ 2,500.00
$ 2,500.00
755
LF
$ 110.00
$ 83,050.00
1
EA
$ 250.00
$ 250.00
1
EA
$ 250.00
$ 250.00
1
EA
$ 1,500.00
$ 1,500.00
6
EA i
$ 1,700.00
$ 10,200.00
1
EA
$ 250.00
$ 250.00
1
EA
$ 4,000.00
$ 4,000.00
846
LF
$ 10.00
$ 8,460.00
180
LF
$ 150.00
$ 27,000.00
2
EA
$ 1,500.00
$ 3,000.00
8
EA
$ 1,700.00
$ 13,600.00
3
EA
$ 250.00
$ 750.00
2
EA
$ 250.00
$ 500.00
2
EA
$ 250.00
$ 500.00
777
LF
$ 110.00
$ 85,470.00
145
LF
$ 135.00
$ 19,575.00
47
LF
$ 200.00
$ 9,400.00
35
LF
$ 200.00
$ 7,000.00
2
EA
$ 4,000.00
$ 8,000.00
818
LF
$ 10.00
$ 8,180.00
6
EA
$ 3,500.00
$ 21,000.00
276
LF
$ 80.00
$ 22,080.00
305 ,
LF
$ 85.00
$ 25,925.00
667
LF
$ 10.00
$ 6,670.00
gf
IN,now
"°,i�`�' "R�����'�� map
3
EA
$ 1,700.00
$ 5,100.00
48
LF
$ 200.00
$ 9,600.00
446
LF
$ 100.00
$ 44,600.00
1
EA
$ 2,500.00
$ 2,500.00
1
EA
$ 350.00
$ 350.00
3
EA
$ 350.00
$ 1,050.00
415
LF
$ 400.00
$ 166,000.00
235
LF
$ 10.00
$ 2,350.00
2
EA
$ 3,500.00
$ 7,000.00
152
LF
$ 70.00
$ 10,640.00
266
LF
$ 10.00
$ 2,660.00
�/ �
K ,, /i %y%
Ni�� %���N� /,��J 1,
3
EA
$ 1,500.00
$ 4,500.00
3
EA
$ 300.00
$ 900.00
2
EA
$ 1,700.00
$ 3,400.00
1
EA
$ 250.00
$ 250.00
1
EA
$ 4,000.00
$ 4,000.00
2775
LF
$ 97.00
$ 269,175.00
124
LF
$ 175.00
$ 21,700.00
FHAssembly 1 EA 4,00000 $ 4,000.00
Abandonment & Removal (8 "" Wt..) 2675 d P 10.00 $ 26,750.00
C303 Spool Piece Buttstrap Connections
2
EA
$ 8,750.00
$ 17,500.00
16" DIP Class 52 AWWA With Push On Jolnts
144
LII
160.00
$ 23,040.00
16" DI Double Bell
1
EA
$ 500.00
'$ 500.00
16" Gate Valves
2
EA
5 10,000.00
$ 20,000.00
Abandonment &Removal (16" WL)
138
LF
$ 30.00
$ 4,140.00
UT -21 Civil Subtotal $ 1,020,815.00
CivI I SSubtotal $ 1,020,815.0
0
Note: Spread factors were provided to TOOT in the Estimate Recap of the Escrow Documents and are proprietary and confidential to the
AGL Joint Venture.
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
D EN'FON
File #: S115 -0017, Version:
Legislation Text
Agenda Information Sheet
DEPARTMENT: Planning and Development
CM/ ACM: Jon Fortune
Date: June 30, 2015
SUBJECT
Consider adoption of an ordinance of the City of Denton approving a Surface Waiver and Lease Ratification
Agreement amongst the Pitner Family Limited Partnership, Kelsoe & Riley, LLC, EagleRidge Energy, LLC,
Corbin Exploration Limited Partnership, ARP Barnett, LLC and the City of Denton, Texas to allow for the
development of the Ryan Meadows Addition residential subdivision; authorizing the City Manager or his
designee to execute the Surface Waiver and Lease Ratification Agreement; and providing an effective date.
BACKGROUND
According to City records, gas well development plat GWP02 -0006 was filed by Lynx Oil Co, Inc. on February
18, 2002. The plan for GWP02 -0006 depicts four gas wells dispersed throughout 195.616 acres located within
the N. Britton Survey A -51, J. Withers Survey A -1343, and the T. Labor Survey A -779 in the City of Denton
and Denton County. The four wells are named on the plat as Pitner 1, Fry 1, Pitner /Fry 1, and Higginbotham 1.
The Pitner /Fry 1 well is depicted in one of two places, with the second option labeled as Pitner /Fry IA. A note
on the plat identifies that either the Pitner /Fry 1 or Pitner /Fry IA location will be drilled, but not both. On
March 25, 2002, GWP02 -0006 was signed and approved for the four wells. Of the four wells, only two wells
have been drilled. The Pitner 1 well (API 4 121- 31487) was permitted by the Railroad Commission (RRC) to
Eagle Oil and Gas Co. on April 10, 2002 and drilling commenced on May 23, 2002. The second well is located
on what was depicted as the Higginbotham 1 location; however, this well was permitted by the RRC to Eagle
Oil and Gas Co. as the Pitner 2 well (API 4 121- 32155) on November 10, 2003 and drilling commenced on
December 6, 2003.
Both the Pitner 1 and Pitner 2 wells exist today. The Pitner 1 well is a vertical well located within the city of
Denton and the Pitner 2 well is horizontally drilled under the city, but the surface location is currently located
in Denton's extraterritorial jurisdiction (ETJ) area. At issue with this request is the approval, via GWP02 -0006,
of the remaining two wells that have not yet been drilled. Those two `ghost' wells are located on separate sites
contained within the 195.616 -acre boundary of GWP02 -0006. In accordance with Section 212.045 of the Texas
Local Government Code, development plats must be prepared by a registered professional land surveyor as a
boundary survey showing each existing or proposed building, structure, or improvement. Each of the four wells
was identified on the initial gas well development plat as a proposed improvement and while only two wells
have been drilled to date, the two `ghost' wells are still approved under GWP02 -0006. Those `ghost' wells,
however, are located within an area proposed for surface development of residential structures.
City of Denton Page 1 of 3 Printed on 6/25/2015
File #: S115 -0017, Version: 1
The proposed residential development was initially filed with the City as a preliminary plat (PP14 -0009) for
Ryan Meadows on April 9, 2014. The Pitner 1 well is located within an approximately 7.998 -acre parcel
designated as "Lot 15, Block A" on PP 14 -0009. It is contemplated that Ryan Meadows Addition will be platted
and developed in two "Phases." The first Phase (Ryan Meadows Phase I) will cover 35.570 acres, including
the 7.998 -acre parcel. A final plat (FP14 -0008) for the Phase I portion of PP14 -0009 was submitted for City
review on May 21, 2014. The preliminary plat has been approved; however, FP14 -0008 is still under review.
To facilitate development of the Ryan Meadows subdivision, the surface property owners requested that the
current gas well operator, EagleRidge Energy, LLC (Mineral Leaseholders), waive the right to use the surface
of the approximately 75.316 acres of the Pitner Land to be platted as the Ryan Meadows Addition, except the
approximately 7.998 -acre parcel upon which the Pitner 1 well is located. The Mineral Leaseholders are willing
to waive such surface rights, upon and subject to the terms and conditions set forth in the subject Surface
Waiver and Lease Ratification Agreement.
EagleRidge Energy, LLC, for the benefit of the surface property owners, is willing to waive and relinquish any
and all rights they may have under the Lease to use or enter upon the surface of all of the approximately 75.316
acres to be platted as the Ryan Meadows Addition, except the approximately 7.998 -acre tract to be platted as
Lot 15, Block A. In addition, EagleRidge Energy, LLC acknowledges that platting the Pitner Tract in
accordance with PP 14 -0009 will have the effect of amending the Gas Well Plat as it pertains to the Pitner Tract,
consents to the platting of the Pitner Tract, and agrees that the City may rely on their Agreement with the
surface property owners to accept the Final Plats.
The City of Denton also acknowledges that the platting of the Pitner Tract in accordance PP 14 -0009 has the
effect of amending Gas Well Development Plat GWP02 -0006 as it pertains to the Pitner Tract. However, by
acknowledging such, the City neither limits nor waives any rights or claims it may have as to whether GWP02-
0006 has adversely impacted any "vested rights" that EagleRidge Energy LLC may possess. Likewise,
EagleRidge Energy LLC neither limits nor waives any "vested rights" claims it may have by voluntarily
amending its Gas Well Plat through the subject Agreement. Upon execution of this Agreement by the parties,
the City agrees to continue processing any prior development permit applications the surface property owners
submitted in accordance with the Denton Development Code ( "DDC ") and the City Code of Ordinances ( "City
Code "). The City shall issue any development permits if the City determines that all DDC and City Code
development requirements have been met.
OPTIONS
1. Approve as submitted.
2. Approve subject to conditions.
3. Deny.
4. Postpone consideration.
5. Table the item.
RECOMMENDATIONS
Staff recommends approval of this request.
PRIOR ACTION/REVIEW
None
City of Denton Page 2 of 3 Printed on 6/25/2015
File #: S115 -0017, Version:
EXHIBITS
1. GWP02 -0006 - Signed Gas Well Plat
2. Ordinance
Surface Use Agreement (will be provided under separate cover)
Respectfully submitted:
Aimee Bissett
Interim Planning & Development Director
Prepared by:
Darren Groth, AICP, CPM, REP
Manager, Gas Well Inspections Division
City of Denton Page 3 of 3 Printed on 6/25/2015
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s:Uegakour documents \ordinances \15 \ryan meadows surface use waiver agreement ordinance.docx
ORDINANCE NO.
AN ORDINANCE APPROVING A SURFACE WAIVER AND LEASE RATIFICATION
AGREEMENT AMONGST THE PITNER FAMILY LIMITED PARTNERSHIP, KELSOE &
RILEY, LLC, EAGLERIDGE ENERGY, LLC, CORBIN EXPLORATION LIMITED
PARTNERSHIP, ARP BARNETT, LLC AND THE CITY OF DENTON, TEXAS, TO ALLOW
FOR THE DEVELOPMENT OF THE RYAN MEADOWS ADDITION RESIDENTIAL
SUBDIVISION; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE
THE SURFACE WAIVER AND LEASE RATIFICATION AGREEMENT; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the Pitner Family Limited Partnership and Kelsoe and Riley, LLC are the
surface owners of land located west of Teasley Lane along the south side of Ryan Road, which
land they desire to plat a large tract of land so as to develop a residential subdivision; however
the land is already included as part of a gas well development plat in favor of EagleRidge
Energy, LLC, Corbin Exploration Limited Partnership and ARP Barnett, LLC; and
WHEREAS, the Pitner Family Limited Partnership, Kelsoe and Riley, LLC, EagleRidge
Energy, LLC, Corbin Exploration Limited Partnership and ARP Barnett, LLC have requested the
City of Denton, Texas to enter into a Surface Waiver and Lease Ratification Agreement
( "Agreement "), which Agreement proposes to release the 67.318 acres from the gas well plat so
as to allow the residential development; and
WHEREAS, the City of Denton is joined in this Agreement to acknowledge EagleRidge
Energy, LLC's, Corbin Exploration Limited Partnership's and ARP Barnett, LLC's release of the
67.318 acres so that the City of Denton can process and issue any development permits necessary
for the residential development; and
WHEREAS, the City Council has found and determined that the Agreement is in the
public interest; NOW, THEREFORE:
THE COUNCIL OF THE CITY OF DENTON ORDAINS:
SECTION 1. The findings and recitations contained above are incorporated herein by
reference.
SECTION 2. The Surface Waiver Agreement is approved and the City Manager, or his
designee, is authorized to execute the Agreement on behalf of the City of Denton.
SECTION 3. This ordinance shall become effective immediately upon it passage and
approval.
PASSED AND APPROVED this the day of June, 2015.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
ON
APPROVED AS TO FORM:
ANITA BURGESS, CITY ATTORNEY
BY: `t
SAICP N) Or (10- In enlslgas we I I %vaiver and I ease r t I i I jctjkj oil 1'c 1'p5ji incadows - va, 3.docx
SIRFACE WAIVER AND
THIS SURFACE WAIVER AND Lf ASE RATIFICATION AGREEMENT (this
"Agreement") is made this —clay of . . . ..... . —, 201S, by and among EAGLERIDGE
ENERGY,, L,LC, a Texas limited liability company, CORBIN EXPLORATION LIMITED
PARTNERSHIP, aTexas limited partnership, and ARP 'BARNETT, LLC, a Delaware limited
liability company (herein collectively referred to as the "Mineral Leaseholders"), and
PITNER FAMILY LIMITED PARTNERSHIP, a Texas limited partnership, and KELSOE &
RILEY, LLC, a Texas limited liability company (herein collectively referred to as tile "Fee,
Owners"), and Paragraph 1 of the Agreement is between the Mineral Leaseholders
the Fee Owners and the City of Denton, a Texas municipal corporation (hereinafter
referred to as the "City"),
Rnm
A. Mineral Leaseholders are the owners of 100% of the interest of "Lessee", and
Fee Owners are the owners of 100% of the interest of "Lessor" under the following Oil and
Gas Lease (the "Lease"):
Oil and Gas Lease dated June 18, 2001, among Marjorie Pitner, individually
and as President of Roselawn Memorial Park, Inc,, Tony A. Riley, Linda S.
Riley, Jerry Kelsoe, Patricia A. Kelsoe, and Advance Lighting "rechnologyll,
Ltd., as Lessor, and Lynx Oil Co., Inc., as Lessee, recorded in Volume 4879,
Page 5628, of the Real Property Records of Denton County, Texas,
B. The Lease originally covered approximately 274.2534 acres of land. A
portion of the [eased land was released and surrendered by the Lessee to the Lessor by
Partial Release of Oil, Gas and Mineral Lease recorded on July 6, 2005, as Instrument
No., 2005-81439 in the Real Property Records of Denton County, Texas. The Lease
continues to cover, among other lands, the tracts of land described as Tracts 1 through Scan
Exhibit "A" attached to the Lease, containing approximately 76.169 acres in the aggregate,
herein referred to as "Pitner Land". Fee Owners constitute all of the owners of the fee
simple estate in the Pitner Land, as well as the rights of "Lessor" under the Lease.
C:, The Pitner Land and certain adjacent lands owned by others (together with
the Pitner Land comprising approximately 1,95.616 acres) were made the subject of a
certain Gas Well Development Plat (the "Gas Well Plat") submitted to the City upon
application of the predecessors in interest of the Fee Owners and the owners of such other
lands, bearing evidence of approval by the City on March 25, 2002, and filed in the office of
the Gas Well Administrator of the City. A copy of the Gas Well Plat is attached hereto as
Exhibit A. Gas wells were drilled on two (2) of the designated drill sites shown on the Plat,
being the sites designated on the Plat as "Pitner Location No, I" (located on the Pitner
Land) and "Higginbotham Location No. I". Both of the wells, now known as the "Pitner
No. 1" and the "Pitner No. 2", respectively, continue to be operated by Mineral Leaseholders
on the date hereof.
D. Fee Owners have contracted to sell a portion of the Pinner Land for
development as a residential subdivision to be named "Ryan Meadows". Upon application
filed by the contract-purchaser with the consent of Fee Owners, the City has approved a
Preliminary Plat for the subdivision of"' a 75,316-acre portion of the Pinner Land as the
"Ryan Meadows Addition". A copy of such Preliminary Plat is attached hereto as Exhibit B.
The Pinner No, 1. well site is located within an app•oxii-nattily 7.998-acre parcel designated
as "Lot 15, Block A" on the Preliminary Plat. It is contemplated that Ryan Meadows
Addition will be platted and developed in two (2) "Phases". The first Phase ("Ryan
Meadows Phase I") will cover 35,570 acres, including the 7.998-acre parcel, such Ryan
Meadows Phase I tract being described on Exhibit C.
E. Fee Owners have requested that Mineral Leaseholders waive the right to use
the surface of the approximately 75.316 acres of the Pinner Land to be platted as the Ryan
Meadows Addition, except the approximately 7,998-acre parcel upon which the Pinner
No. I is located, and Mineral Leaseholders are willing to waive such surface rights, upon
and subject to the terms and conditions herein set forth.
R Fee Owners and Mineral Leasef-iolders, present this Agreement to the City as
evidence of Mineral Leaseholders' intent to waive and relinquish their right (except as
provided in this Agreement) to use the surface of approximately 67,318 acres of the Pinner
Land so that Fee Owners and their successors and assigns may proceed with the
development of Ryan Meadows Addition.
NOW, TI-IEREFORE, for and in consideration of the premises, the Mutual covenants
herein contained, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1, Sw
if mct Waiver Except for the Reserved Rights described in Section 2 below,
Mineral Leaseholders, on behalf of themselves and their successors and assigns, and for tile
benefit of the Fee Owners and their successors and assigns, hereby forever waive and
relinquish any and all rights Mineral Leaseholders may have under the Lease, or otherwise,
to use or enter upon the surface of the tract of land described on E xhib it _ Q attached hereto
(being all of the approximately 75.316 acres to be platted as the Ryan Meadows Addition,
excep t the approximately 7.998-acre tract to be platted as Lot 15, Block A of said Addition)
and being referred to herein as the "Ryan Meadows Surface Release Area". Without
limitation of the foregoing, Mineral Leaseholders for thernselves and their successors and
assigns, and for the benefit of the Fee Owners and their successors and assigns, hereby
(i) permanently and irrevocably waive, relinquish, release and Surrender any right to use
the surface of any of the drill sites identified on the Gas Well Development, Plat as "Fry
Locatio n # 1 " "Pitner/Fry Location # I " and "Pitner/Fry Location It 1,A" in any way, manner,
or form related to the exploration and production of the mineral estate; and
(ii) subordinate their mineral interests in, on and Linder such sites to the interests of the
surface estate, In addition, Mineral Leaseholders (i) acknowledge that platting the Pitner
Tract in accordance with the Preliminary Plat will have the effect of amending the Gas Well
Plat as it pertains to the Pitner Tract; (ii) consent to the platting of the Pinner Tract in
accordance with Final Plats consistent in all material respects with the Preliminary Plat;
Page 2
and (iii) agree that the City may rely on this Agreement in accepting such Final Plats.
Mineral Leaseholders and Fee Owners agree that neither this Section nor Section 2 may be
amended in any material respect unless the City consents to such amendment.
1.1 The City acknowledges that the platting of the Pitner Tract in
accordance with the Preliminary Plat has the effect of amending the Gas Well
Plat as it pertains to the Pitner Tract. However, by acknowledging such, the
City neither limits nor waives any rights or claims it may have as to whether
the Gas Well Plat, as effectively amended by this Agreement, has adversely
impacted any "vested rights" Mineral Leaseholders may possess based on
Texas Local Government Code, Chapter 245. Likewise, Mineral Leaseholders
neither limit nor waive any rights or claims they may have to such Chapter
245 "vested rights" based on the Gas Well Plat as effectively amended by this
Agreement.
1.2 Upon execution ref f this Agreement by the parties, the City agrees to
continue processing any prior development permit applications Fee, Owners
may have submitted in accordance with the Denton Development Code
(TIC") and the City Code of Ordinances ("City Code"). The City shall issue
any development permits if the City determines that all DDC and City Code
development requirements have been met,
1 Reserved Rights. The Surface Waiver described in Section 1, above is subject
to tile "Reserved Rights" described in this Section Z. Nothing in Section 1. shall serve as a
limitation or waiver of Mineral Leaseholders' right to drill subsurface directional and/or
horizontal wells under any portion of the Ryan Meadows Surface Release Area from surface
locations outside of such release area, provided any such drilling activities shall not involve
any use of the surface of such release area. In addition, Mineral Leaseholders reserve the
following rights:
2.1, the right to construct, place, keep, operate, maintain, repair, and replace a
pipeline for all activities related to the transport of oil and gas in the location
described on LxhibLt attached hereto, in accoi
F -dance with the terms of a certain
,
Pipeline Easement Agreement to be executed by Fee Owners and Mineral
Leaseholders concurrently with this Agreement; and
2.2 the right of ingress, egress, and access (Vehicular and otherwise) upon, over,
and across the existing gravel road located within the Ryan Meadows Surface
Release Area and extending from Ryan Road to the Pitner No. 1 well site and the
approximately 7.998-acre tract upon which it is located (to-be-platted as Lot 1S
Block A of the Ryan Meadows Addition), as shown on Exhibit F, provided that use of
such gravel road may be suspended during construction of the residential Lots to be
located on or adjacent to such gravel road, so long as a temporary way of vehicular
access is made available that provides reasonably equivalent access; and
Page 3
2.3 the right of ingress, egress, and access (vehicular and otherwise) upon, over,
and across the existing gravel road within the Ryan Meadows Surface Release Area
frorn the Pitner No. 1 well site and the to-be-platted Lot 1S, Block A of the Ryan
Meadows Addition to the adjacent property upon which the Pitner No. 2 well site is
located, as shown on Lxhibit F.
The gravel road described in Section 2,2 is located entirely within the 35,570-acre
tract to be platted as "Ryan Meadows Phase I". The gravel drive described in Section 2.3 is
located entirely outside of the 35.570-acre tract to be platted as Ryan Meadows Phase 1,
said gravel drive being located within the area to be platted as "Ryan Meadows Phase 11",
3. the rights reserved to Mineral Leaseholders by Section 2.2 of this Agreement
shall automatically terminate upon satisfaction of all of the following conditions,
whereupon, if requested by Fee Owners, Mineral Leaseholders shall acknowledge
termination by written instrument in recordable form reasonably satisfactory to Fee
Owners:
3.1 the recordation of a Final Plat for the Ryan Meadows Addition that provides
ingress, egress, and access upon, over, and across Stonetrail Drive and Red Fox Lane
From Ryan Road southerly to the northeastern boundary of that certain permanent,
50-ft wide public access easement within Lot 16X, Block A, beginning at and
contiguous to the intersection of Stonetrail Drive and Red Fox Lane near the
southwest corner of Block D and extending westerly approximately 125 feet then
southerly along the eastern boundary of Lot 15, Block A of the Ryan Meadows
Addition (the "Public Access Easement"); and
12 the recordation of a Final Plat for the Ryan Meadows Addition that provides
ingress, egress, and access upon, over, and across the Public Access Easement to the
Pitner No. I well site and Lot 15, Block A of the Ryan Meadows Addition; and
3.3 the completion of Stonetrail Drive and Red Fox Lane and acceptance of said
streets by the City; and
3.4 the recordation of a permanent, 30-ft wide easement (in form reasonably
approved by Mineral Leaseholders) upon, over, and across that certain 7.469-acre
tract (the Tony Riley tract, Instrument No, 94-ROO73351 recorded in the Real
Propefty Records of Denton County, "Texas) from Ryan Road southerly to the Pitner
No. 1. well site and Lot 15, Block A of the Ryan Meadows Addition (the "Riley
Easement") for the limited purpose of providing ingress, egress, and access for
vehicles and equipment needed to drill and complete (including fracking) additional
wells on the Pitner No. I or Pitner No. 2 well sites,
4. The rights reserved to Mineral Leaseholders by Section 2.3 of this Agreement
shall automatically terminate upon satisfaction of all of the following conditions,
whereupon, if requested by Fee Owners, Mineral Leaseholders shall acknowledge
termination by written instrument in recordable form reasonably satisfactory to Fee
Owners:
sm
4.1 the recordation of a Final Plat for the Ryan Meadows Addition that provides
ingress, egress, and access upon, over, and across Stonetraii Drive and Red Fox Lane
from Ryan Road southerly to the northeastern boundary of the Public Access
Easement; and;
4.2 the completion of Stonetrail Drive and Red Fox Lane and acceptance of said
streets by the City; and
4.3 the recordation of a Final Plat for the Ryan Meadows Addition that provides
ingress, egress, and access upon, over, and across the Pubic Access Easement to its
terminus within Lot 59X, Block A, at the intersection of the Public Access Easement
with the open space area (approximately 202 feet x 48 feet) contiguous with the
intersection of Street L and Street N as shown on the Preliminary Plat (the "Open
Space Area"); and
4.4 the recordation of a Final Plat for the Ryan Meadows Addition that provides
ingress, egress, and access (i) upon, over, and across the Open Space Area, and (ii)
upon, over, and across "Street L" (as shown on the Preliminary Plat) extending from
the eastern edge of the Open Space Area to the eastern boundary of the Ryan
Meadows Surface Release Area; and
4.5 the completion of "Street U" and acceptance of said street by the City; and
4, 6 the recordation of the Riley Easement for the limited purpose of providing
ingress, egress, and access for vehicles and equipment needed to drill and complete
(including fracking) additional wells on the Pitner No. 1 or Pitner No. 2 well sites.
5. Notice to Lot Owners. Fee Owners shall cause a copy of this Agreement to be
recorded in the Real Property Records of Denton County, Texas, such that it will be a title
exception to all lots in the Ryan Meadows Addition, In addition, Fee Owners or, in the event
the Fee Owners shall convey the Ryan Meadows Surface Release Area prior to
development, then its transferee shall cause the following provisions to be included within
a Declaration of Covenants, Conditions and Restrictions to be recorded for Ryan Meadows
Phase 1:
Section Notice of Proximity to Gas Well Drilling and Production Site
Substantially all of the Lots are within 1,200 feet of a Gas Well Drilling and
Production Site. A reap showing the location of the Site (Lot 15, Block A,
Ryan Meadows Phase 1.) in relation to the Lots is attached. As of the (late of
this Declaration, a producing gas well is located on the Site. Additional
drilling or fracking operations may occur on the Site in the future.
Notwithstanding any provision of this Declaration to the contrary, this
Section may not be amended or terminated, unless the City of Denton
consents to such amendment or termination.
In addition, Fee Owners, or in the event the f,ee Owners shall convey the Ryan
Meadows Surface Release Area prior to development, then its transferee shall cause the
following provisions to be included within a Declaration of Covenants, Conditions and
Restrictions to be recorded for Ryan Meadows Phase 11:
Page 5
Section . ..... . N'otice of Proximity to Gas Well Drilling and Production Sites
Substantially all of the Lots are within 1,200 feet of one or both of two (2)
Gas Well Drilling and Production Sites,. A map showing the location of the
Sites in relation to the Lots is attached. As of the date of this Declaration, a
producing gas well is located on each Site. Additional drilling or fracking
operations may occur on these Sites in the future. Notwithstanding any
provision of this Declaration to the contrary, this Section may not be
amended or terminated, unless the City of Denton consents to such
amendment or termination.
6. Ra-tjficatia�f Le�asQ. Fee Owners hereby ratify, adopt and confirtn the Lease,
as affected by the Partial Release, and subject to the Surface Waiver set forth above; and
Fee Owners grant, demise, lease and let unto Mineral Leaseholders all of the lands
described in the Lease, except the lands previously released pursuant to the Partial Release,
upon the terms and conditions set forth in the Lease, but subject to the Surface Waiver
described above,
7. CounterP , This Agreement may be executed in counterparts,
each of which shall constitute an original, but all of which, when taken together, shall
constitute one agreement.
EXECUTED to be effective as of 201;,
(Signature and Acknowledgement Pages Follow.)
Page 6
EAGLERIDGE ENERGY, LLC,
aTexas limited liability company
By:
Name:
Title:
STATE 4T TE�XAS §
COUNTY OF §
This instrument was acknowledged before me on the day of
2015, by 0 . ............... of EagleRidge Energy, LIX, a
Texas limited liability company, on behalf of the limited liability company,
Notary Public, State of Texas
Page 7
CORBIN EXPLORATION LIMITED PARTNERSHIP,
a Texas limited partnership
13y- Lonestar Exploration 111,G,
aTexas limited liability company,
its General Partner
M
STATE OF TEXAS §
COUNTY OF §
R. Jay Anthony, Member
This instrument was acknowledged before me on the — day of
2015, by R. Jay Anthony, Sole Member of Lonestar Exploration L1.C., a Texas lir-rifted
liability company, in its capacity as General Partner of Corbin Exploration Limited
Partnership, a Texas limited partnership, on behalf of the limited liability company and the
limited partnership,
Notary Public, State of Texas
Page 8
ARP BARNETT, LLC,
a Delaware limited liability company
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of
2,
01.. 5, by . . ..... . 0 ............ of ARP Barnett, LIA, a
Delaware limited liability company, on behalf of the limited liability company,
Notary PUblic, State of Texas
Page 9
PITNER FAMILY LIMITED PARTNERSHIP,
a Texas limited partnership
13y: Pitner Family Partners Corporation,
a Texas corporation,
its General Partner
By:
Name:
Title:
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the — day of .0
2015, by --I — of Pitner Family Partners
Corporation, a Texas corporation, in its, capacity as General Partner of Pitner Family
Limited Partnership, a Texas limited partnership, on behalf of the corporation and the
limited partnership.
Notary Public, State ofTexas
KELSOE & RILEY, LLC,
a Tc
�xas limited liability company
By:
Name:
Title:
STATE OF TEXAS IS
COUNTY
J
This instrument was acknowledged before me on the Aay of
2015, by y . ...... . ...... ...... — of Kelsoe & Riley, LLC, a
Texas limited liability company, on behalf of the company.
Notary Public, State orrexas
Page 10
CITY OF I)EN,rON,'FEXAS,
a Texas municipal corporation
By:
STATE OF TEXAS
COUNTY OF DENTON
George C. Campbell, City Manager
This instrument was acknowledged before me on the day of
2015, by George C. Campbell, City Manager of the City of Denton, Texas, a Texas municipal
corporation, on behalf of the corporation,
ATTFI'ST:
Jennifer Walters, City Secretary
fly
APPROVED ASTO LEGAL FORM:
Anita Burgess City Attorney
By:
... ........
Notary Public, State of Texas
Page 11
OMMV
Gas Well Development Plat
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Exhibit A - Page 2
Preliminary Plat for the Ryan Meadows Addition
Exhibit B
ExhibM
Ryan eadows Phase
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(approxiinately 67.318 acres)
I HAIL" LUM,
All of Proposed Ryan Meadows Phase, 1 except Lot 15, Block A + All of Proposed Ry
Meadows Phase 11 1
BEING Al of that tract of land situated in the James, W. Withers Survey, Abstract No. 134.3,
City of Denton, Denton County, Texas, and being a portion of a called 1.5 acre tract of land
described in the deed to 1-I.M. Pitner, recorded in Volume 456, Page 384, Official Records of
Denton County, Texas, and a portion of a called 58.7 acre tract described in the deed to H.M.
Pitner and wife, Marjorie Pitner, recorded in Volume 356, Page 497, said Of Records,
and a portion of a called 20.406 acre tract of land described in the deed to Kelsoe & Riley,
LLC, recorded in Instrument No, 2006-102638, said Official Records, and being more
particularly described as follows:
BEGINNING at a one inch iron pipe found at the northeast corner of said 58.7 acre tract,
common to the southeast corner of Lot 1-11 in Blocl( A of Wayne Ryan Elementary School
Addition, an addition to the City of Denton according to the re-plat thereof recorded in
Instrument No. 2012-194, Plat Records of Denton County, Texas, and on the westerly line of
a called 52,486 acre tract of land described in the deed to Phoebe Ryan Higginbotham,
recorded in Volume 2522, Page 898, said Official Records, and on the recognized easterly
line of said Withers Survey;
THENCE South 01,45'39" East, along the easterly line of said 58.7 acre tract, and along the
easterly line of said 20.406 acre tract, and along the westerly line of said 52,486 acre tract,
a distance of 1.590.86 feet to a 5/8 inch iron rod with plastic cap stamped "WIMBERLY"
found for corner at the southeast corner of said 20.406 acre tract, common to the northeast
corner of a called 10 acre tract of land described in the deed to Calvert Paving Corp.,
recorded in Volume 1719, Page 924, said Official Records;
THENCE South 88'55'05" West, along the southerly line of said 20.406, acre tract and along
the northerly lines of said 10 acre tract and a called 5.632 acre tract of land described in the
deed to E.D. Calvert, recorded in Instrument No, 2006-102657, said Official Records, a
distance of 1254.3,3 feet to a 1/2 inch iron rod with plastic cap stamped "RPLS 4561" for nd
for corner at the southwest corner of said 20.406 acre tract, common to the northwest
corner of said 5.632 acre tract, and on the northeasterly rigbt-of-way line of the Gulf Coast
& Santa Fe Railroad;
THENCE North 35'20'44" West, along the westerly line of said 20.406 acre tract and along
the northeasterly right-of-way line of the Gulf Coast & Santa Fe Railroad a distance of
733.75 feet to a 1/2 inch iron rod with plastic cap stamped "ARTHUR SURW found for
Exhibit D - Page I
corner at the northwest corner of said 20.406 acre tract, common to the southwest corner
of said 58.7 acre tract;
THENCE departing the northeasterly right-of-way line of the Gulf Coast & Santa Fe Railroad
and the northerly line of said 20.406 acre tract and crossing said 57.8 acre tract the
following three (3) courses:
1. North 03057'55" East, a distance of 299,76 feet to a 5/8 inch iron rod with plastic
cap stamped "KHA" set for corner;
2. North 03'46'53" West, a distance of 610.80 feet to a 5/8 inch iron rod with plastic
cap stamped "KHA" set for corner;
1 North 05010'02" West, a distance of 60.19 feet to a 5/8 inch iron rod with plastic cap
stamped "KHA" set for corner on the northerly line of said 58.7 acre tract, and on the
southerly line of said 15 acre tract, and at the southeast corner of a called 5 acre
tract of land described in the deed to Denton County Roundup Club, Inc., recorded in
Volume 484, page 243, said Official Records;
THENCE North 1'47'00" West, along the easterly line of said 5 acre tract, a distance of
655.57 feet to a 5/8 inch iron rod with plastic cap stamped "KHA" set for corner on the
northerly line of said 1.5 acre tract on the southerly side of Ryan Road, from which a 5/8
inch iron rod found for witness bears South 01'4799" East a distance of 0,74 feet;
THENCE North 88'43'06" East, along the northerly line of said 15 acre tract a distance of
417.95 feet to a 1/2 inch iron rod with plastic cal.) stamped "RPLS 4561" found for corner at
the northwest corner of a called 0.118 acre tract of land described in the deed to Denton
I.S,D, recorded in Volume 4812, Page 949, said Official Records;
THENCE South 1'.'21'22" East, along the westerly line of said 0.1.18 acre tract a distance of
21.54 feet to a 1/2, inch iron rod with plastic cap stamped "RPLS 4561" found for corner;
THENCE North 8�8'42'07" East, along the southerly line of said 0.118 acre tract a distance
of 220.00 feet to a 1/2 inch iron rod with plastic cap stamped "RPI.S 4561" found for
corner;
THENCE South 46'27'21" East, continuing along the southerly line of said 0.118 acre tract
a distance of 21.38 feet to a 5/8 inch iron rod with plastic cap stamped "KIJA" set for corner
on the easterly line of said 15 acre tract and on the westerly line of Creekdale Drive;
THENCE South 1'3542" East, along the easterly line of said 15 acre tract and along the
westerly right-of-way line of Creekdale Drive a distance of 613.13 feet to a 1/2 inch iron
rod with plastic cap stamped "RPI.S 4561" found for corner at the southeast corner of said
15 acre tract, common to the southwest corner of said Wayne Ryan Elementary School
Addition and on the northerly line of said 58.7 acre tract;
Exhibit 1) - Page 2
THENCE North 88'30'00" East, along the northerly line of said 58.7 acre tract and along the
southerly line of said Wayne Ryan Elementary School Addition a distance of 1032.33 feet to
the PLACE OF BEGINNING, and enclosing 67.318 acres (2,932,377 square feet) of land,
more or less.
Exhibit D Page 3
ExhibiLEA
Pipeline Easement
B a traw of 4ind sitmed in th* JaMeSlff Wither'. SUMey, AbVra,cl No 1343, Ccy afDentor- Demon, Counry, Texas, arA
N & pbet0m 00, a called 19, 1 Acirt r, arl of rand de,%onbed un Vht do,*d to to IM F1w,*v and wvfe,, Mmfoc* Pirvw, is r*(,,war wi
VrApirme MA, Pop, 407, Dvod R"pirds "I"r oerft"I caulmy, '79"S, w-md bqing more ip vtXk,V3Hy *NV3Gt0d AiS fr4rAN%
COMMENCINO ja a siAneh aolm fad *11V IWa stue rap sumped 'ARrHUA ll�ufklv' O tvj, m. rme vaefwixon ofth* soutle&OV me vo
4*4 56 7atre V*0 Amd the, 0"A'Stwly nghlM�way hrl'o of liv, lul cokil & lam's prk MwArami, os eN%d"m,,vd m iy r„ aunt# No 4,5277.
recorded win 'VcAum* 431. Page 69. and Caus4 Nc 4652 recoirded jin Vaisu,m,p 4115, Pape 43. Sdd Defd f3 orris, and commanto
the nzedvibest ootrer at cafl*d 20-406 acre trav of Vjr4 dosord" din ; Vie deed w IKeisoe and Ril", ILLC, as vuyisoom
trtwurmwd No 20001=16W OfNdW Rettudli of D16MUM Coul)ty, T#AAS,
THENCE North BV53'26' Easl, a4mi the souiheoly line of said 53 7 aree tracl ar"d allorgi The morva0# dens ,of sajid 220 406 acre
tract, a rNstance of 07,08 fw to 9* POINT OF BEGINNIN6
TKENCE departing tho narthedy lfme 0 sad 2'01 40e jraro trx:t antj crotilng said 58 7 ao-,,re tract the kykwira feoe fTp cmwrsesr
I North 461,S71151 Mom, a diAtArm.,* & 29,4 02 f*iK to a po,nm Pw r.*rew
2. Noritt 34148:124 d3"ev, a dfvswd * of 16 we feet w a poml ft" mw on the icutleOy klme of mwompy 011ixt wde rdoin*
*a,$*merwt r ,,opded or VWjm,* 542e Page I 10, satd d foxi Rec.V%W
3 North 0 710,10,71' East, aloqnq the sovlhely line e, said p,,po,6e e3seoT v", a dmtamno of 20 09 foot Tv a p'am, ky wr*r
4, ^So uth 'l a'49"24" Eau, dop,sening the souvwty wie vir, seal pqpo6no oatofnw4t, a dtstamo of 16 75, !"t to 4% point ,kw %twrm ,
6 South 48'5755" East, a disump of 314,7 K f&eet PC a pamt for ,rornpr on tree soutjieey wne ofaawd 53 , 7 jcxetrav, and om, 00
ilwthwfy hifte 4410 S,kqd 20 CM mwe tratt;
THENCE South I33 '53'2e' West, *yaln the scut#N-rly uine of swd IS 7 ave tram arld afcm,; the nrxlmery 20,40e acre
traot, a, d�jvamm of 20-9 1 Ne4 tatiYe POINT OF BEGINNING and donljming 0 read 001 'W% 300 (er345 arise e io*tp of Iland, rm&e oq,
lols
BOAAr qj SyStOrm baSod, on, the T***% Cooldinale wystom 00 U48), Nodli Cv, stra), Zone 4202), T00h Armwtzan DaLon 0, t 033
Exhibit E-1 - Page 1
EXHISIT A
20"WIDE PlIPELINE, EASEMENT
JAMES VV WITHERS SURVEY,
ABSTRACT NO 13443
CITY OF DENT ON
DENTON C(DUNTY, TEXAS
11-,,
PRELIMINARY
THM DOCUMENT SH,kL
MICKAEL MARX
NOT BE RECORDED FOR
REGST IONAL
ANY MJRPOSE MO
LAND SUFNEYOR NO 51181
SHALL N, OT BE U',,:,ED OR
5750 GENESIS COURT, SUITE 200 VIEW EDOriREL�EO
RISC O, TEXAS 750M
UPON AS A FFNAL
PH 972-335-15M
SURVEY 0CCk)MENT
1111%1111�
mich-ae,l.ma,rYA21kirtey-homi,cmi
le
4 1HRS 1"llmli Sm 04" Cwhr, NVAE 1.0,F90 JShJRVEWtlMj 17E714-ff YAM
Exhibit E-1 - Page 1
EXHISIT A
20"WIDE PlIPELINE, EASEMENT
JAMES VV WITHERS SURVEY,
ABSTRACT NO 13443
CITY OF DENT ON
DENTON C(DUNTY, TEXAS
NOTE 60airmu sesUm tastid om, V* TOXA C40(como
Systool *0 11aI 1, NOON Coitlit Z5,,m 8420 Ncoth, Arnwr4r,
Daturm of "W3
I VORTH
'—f-`
So Im
offionw---i
'AAPM�C, t� i h V20
40 *t"pl. Nit 4 VMONT JAMES W W IT H ERS SURVEY
r,E%'ER9-01i FIREUNE ABSTRACT W),,W
AA m TA�A'fv
29' PIPELNE EASEMENT'
0 1, 46 OF ANA(" RE
5 345 SQ FT)
m Pil rNER ma mr,,Frz, kiii Ii
Wrfmr els AM
CAUSE V1 4w,
09 0 V40
Alo t Ir N
ft*p air cdow"towhil
k.
rii a pv, � m vo
OW WIOAAAM �OTWIA*Aiil
LEV39NO
A a C EKTRAL AHKXE
IP 0 C POINT OF COMMFNCIW�
IP'O S P00,47 OF 8EG,NNlV0G
ftic x *do, ifttii Pli W'W"AA, CAP s4l,
4MFC it PON ROD 'NZ CAP P000
MF - 11ROINKP6 FOUND
OR D,C t a, 09SO RECORDS OF
DENT ONCOUNTY TEXAS
O.RD C,T, - OFF CiAL EE OF
l`i K R Lfy "Z
"NIT rqe� "wUr 'OA�*
N
PRELIMINA RY
UNE TAELE
A
C F D
NO,
AM, ma J =1414013
LENGT4
a R 0 C
ANY PI. RP(6E AND
LAND SURVEYOR N01,51181
SHALL NOT BE USED OR
LEV39NO
A a C EKTRAL AHKXE
IP 0 C POINT OF COMMFNCIW�
IP'O S P00,47 OF 8EG,NNlV0G
ftic x *do, ifttii Pli W'W"AA, CAP s4l,
4MFC it PON ROD 'NZ CAP P000
MF - 11ROINKP6 FOUND
OR D,C t a, 09SO RECORDS OF
DENT ONCOUNTY TEXAS
O.RD C,T, - OFF CiAL EE OF
OENI'OIN CMUNTY, TEXAS
l`i K R Lfy "Z
"NIT rqe� "wUr 'OA�*
PA, , R OF
D,C T = PLAT EE
PRELIMINA RY
UNE TAELE
A
C F D
NO,
BEAR,�,Nro
LENGT4
REGISTERED PROFESSlirwAL
ANY PI. RP(6E AND
LAND SURVEYOR N01,51181
SHALL NOT BE USED OR
5,750 GENESIS COURT, SUITE 200
VIEWi OR RELlE,,:)
FRMCO, TEXAS 75MM
L I
N49'! 7!1" Al
29417
michaeI marWim m
L2
MWi14F'1,4'W
I f, 93,
. ..... k4T �,W
W
Na 7* � 14W t
1 0 8191
z
L4
334"46".A4 E
a TV
u
L5
L Ld
OENI'OIN CMUNTY, TEXAS
PA, , R OF
D,C T = PLAT EE
PRELIMINA RY
CeNTON, COUNTY, TEXAS
0100JIMENr %IALL
MICHAEL MARX
NOT BE REC 0RDE, ID IFOR
REGISTERED PROFESSlirwAL
ANY PI. RP(6E AND
LAND SURVEYOR N01,51181
SHALL NOT BE USED OR
5,750 GENESIS COURT, SUITE 200
VIEWi OR RELlE,,:)
FRMCO, TEXAS 75MM
IUPON AS A RNAL
PH q72-335,4590
SUMI�Y rOCUMENT
michaeI marWim m
Exhibit 17-1, .- Page 2
EXHIBITS
20' WIDE PIPELINE EASEMENT
JAMES W WITHERS SURVEY,
ABSTRACT NO 13413
CITY OF NTON
DENTON COUNTY, TEXAS
Pipeline Easement
ffiffyw..
BEING a tract of land situated in James W, Miami Survey, Abstract No. 1343, City of Denton County" Texas, and being a
portion of a called 20,406, acre tract of land descrA)ed in the dead to h and Miley, LLC as recorded m Nnstruinverrt No,
2006-1012638, Officall Records, of Denton County, Texas, and tieing more particularly described as folows:
COMMENCING at a A-inch ftn rod with a cap stamped 'ARTHU R SUR'I'lound at the northwest comer of sad 20,406
aae tract, on the Southerly, Line of a cafled 581 acre tract of kmd desenbed in the deed to HIM. Pftner and wife, Margo de
Pitrier, as recorded in Vdume 356, Page 497, Deed Records of Denton County, Texas, and on the e3stedy, nght-ofixey
fine of the Guff Coast & Santa Fe RMrciad, evidenced by Cause No. 4627, recorded in Volume 433, Page 58, and Cause
No. 4652, recorded in'Volumie 435, Page 43, said Deed Records,
T14ENCE North 88�'53'26" East, departing the easterly sight -of -way fine of said Gulf Coast & Santa Fe Railroad, "ig the
southerly fine, of said 20A06 acre tract, and abng the northertj Nvie of said 58.7 acre tract a distance of 97,DS feet to Ole
POjINT OF SEGINMNG'„
THENCE North 88*53216" East, along: the northe0y line of said 2U 4116 acre tract, and aloing the Southerly kne of said 587
acre, tract, a distance of 29, 81 fast to a point for Corner,
THENCE South 4657'55" East, deporting the Southerly Tune of said 58.7 acre tract and croseAnig wW 210A26 acre tract, a
distance of 29.81 feet to a point for comer,
THENCE North 88'24"I6" East, confinang across said 20006 acre tract, a distance of 75537 feet to a Point for comer
THENCE North 89"1421" East, continuing across said 20006 acre tract, a distance of 766,39 feet to a Ipoint for corner on
the easterly knie of said 20 4.06 acre tract, and on the westerly i1ne, of a caged 63.466 acre tract of land destribed in the
dead to Phoebe Ryan HWiinboMarn, as recorded in Volume 2522, Page 896, said Official Public Records of Denton
County, Texas, from which " nodheast comer of said 20.406 acre tract, cornnm to the southeast corner of said 581
acre tract, bears North 00*45'39'West, a distance of 18.31 feet;
THENCE South 014539" East, Wong the eastedly line of sad 20A06 sore tract, and Wong the westeity IOie of said 52.486
acre tract, a distance of 15,00 fed to a point for comer, frorn, which a 518-mch iron rod with a cap starniped "WIMBERLY'
found for the southeast corner of 20 406 acre tract bears Sou th 00'45'39' East, a distance of 573.92 fee(
THENCE South 89`214'21" West, departing, flie easterly line of sand .M,406 acre tract and the westerly kw of said 52.486
acre tract, crossing sad 20,4016 acre tract, a distance of 766.28 feet to a point for comer;
THENCE South 88'2,4'18" West, continkfing across, said 29.406 acre tray, a, distance of 768 50 feet to a point for corner
THENCE North 48*,57155" West, oontinuAng across sad 20.406 acre tract, a distance of 62,39 feet to the POINT OF
BEGINNING and containing 11.545 of an acre 123 "747 square feet) of land.
Searing system based on the Texas Coordinate System of 1983, North Central one (4202), North Arnerkan Datum of
1961
EXHIBIT A
PIPELINE EASEMENT
JAMES W. WITHERS SURVEY,
ABSTRACT NO. 13,43
CITY OF DE NON TON
DENTON COUNTY, TEXAS
LVAOMNOLMIIANU;�:an m� MOIII,Ikiwc"ml -M4M*,WiMi4Uff;bL'MM"W.";ftd",Stlik&'DLWW44iU",r**MaNY
Exhibit L-2 - Page 1
PRELIMINARY
THIS DOCUMENT SHALL
MICHAEL MARX
NOT BE RECORDED FOR
REGISTERED PROFESSIONAL
ANY PURPOSE AND
LAND SURVEYOR NO. 5 181
SHALL NOT BE USED OR
5750; GENESIS COURT, SUITE 2W VIEWED OR RELIED
FRISCO, TEXAS 75034
UPON AS A FINAL
PH. 972-335-3580
SURVEY DOCUMENT
ntichael.marxgkirrilephom.com
EXHIBIT A
PIPELINE EASEMENT
JAMES W. WITHERS SURVEY,
ABSTRACT NO. 13,43
CITY OF DE NON TON
DENTON COUNTY, TEXAS
LVAOMNOLMIIANU;�:an m� MOIII,Ikiwc"ml -M4M*,WiMi4Uff;bL'MM"W.";ftd",Stlik&'DLWW44iU",r**MaNY
Exhibit L-2 - Page 1
WES Bewri syswni mased on Owe Texas Coorsnme
lystwn of G,11, Nero ConivA Zemmi, r4202; Noptq Anionow,
Datum a, llel
S", Page I of 3 fcr ��# two N
JAMES W MTHERS SURVEY
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S", Page I of 3 fcr ��# two N
JAMES W MTHERS SURVEY
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DA 0 C-T a DEED RECORDS OF
MffON CrYUNTY, TEXAS
O,R,,D,C T, ig OFFICiAL RECORDS UF
DENT%, OWNTY TEXAS
P,R,D,C T. - PLA r RECORDS Or
DEWON C(.WNrV, TEXAS
MWCHAEL MARX
REGISTERED PROFESSIONAL
LAND SUIF;NEYOR NO 5181
T150 GENESIS COURT, SUITE 200
FWSCO, rEXAS 75034
PH, 972-335-3580
rr0c,ht*l,n'or)rAfPk��mWv-,Ihiom ccwn
Exhibit E-2 — Page 2
I" A L T
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EXHIBIT 8
PIPELINE EASEMENT
JAMES, W WITHERS SOIRVEY,
ABSTRACT NO 1343
CIITY OF DENTOIN
DENTON COONTY, TEXAS
30
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Sormomi 10I VIM, Nol� C*mftil Zmw �,,4112), Nomh, Amomml
Dso�mof M3
JAMES, W WITHERS SURWY
LEGEND
SAWITIAIVNNI 4*28'
PFIELINE FASEMENT
,0
-!415 Of MACRE
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D R,O,C,T I DEE0 RECORDS Of
DENTON CAM047Y TEXAS
OA D Cl, z OFFICIAL RECORDS Of
DENTIONCOUNrY TEXAS
ARSTRACT NO 134
N,O.
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THIS OOCIU�MENT SHALL
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FRfSCOJEXAS 715034
URDN ASA FINAL
fib
SUF-Z%,EY DiCCLAMENT
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PFIELINE FASEMENT
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D R,O,C,T I DEE0 RECORDS Of
DENTON CAM047Y TEXAS
OA D Cl, z OFFICIAL RECORDS Of
DENTIONCOUNrY TEXAS
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MARINO LENOT14
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THIS OOCIU�MENT SHALL
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PFIELINE FASEMENT
,0
-!415 Of MACRE
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D R,O,C,T I DEE0 RECORDS Of
DENTON CAM047Y TEXAS
OA D Cl, z OFFICIAL RECORDS Of
DENTIONCOUNrY TEXAS
S
R R, D C T =PLAT RECORDS �OF
PREEIMINARY
DENTION COUfM tlEXAS
THIS OOCIU�MENT SHALL
MICHAEL MARX
NOT BE RECORDED FOR
REGISTFRIED PROFESSIONAL
V4Y PURP M-K. AND
LAND SURVEYOR NO 5181
$HALL NOT BE USED OR
50 GENESM COUIRT, SUTE 200 VIEVIVED OR RELIED
FRfSCOJEXAS 715034
URDN ASA FINAL
PH 972-335-31580
SUF-Z%,EY DiCCLAMENT
ftchael,mon4*Jm0y�bw com,
Pxhibit E-2 -- Page 3
EXHI13IT IS
PIPELINE EASEMENT
JAMIES W WITHERS SURVEY,
ABSTRACT NO 13,43
CITY OF ILA N"
DENTON COUNTY, TEXAS
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A, t S T
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FAY
EXHI13IT IS
PIPELINE EASEMENT
JAMIES W WITHERS SURVEY,
ABSTRACT NO 13,43
CITY OF ILA N"
DENTON COUNTY, TEXAS
A, t S T
EXHI13IT IS
PIPELINE EASEMENT
JAMIES W WITHERS SURVEY,
ABSTRACT NO 13,43
CITY OF ILA N"
DENTON COUNTY, TEXAS
Exhibit F - Page I
City Hall
City of Denton 215 E. McKinney St.
Denton, Texas 76201
www.cityofdenton.com
D EN'FON
Legislation Text
File #: ID 15 -533, Version: 1
Agenda Information Sheet
DEPARTMENT: Denton Municipal Electric
CM/ ACM: Howard Martin, 940 - 349 -8232
Date: June 30, 2015
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager, or his designee,
to execute a contract of sale between the City of Denton, Texas ( "City "), as Buyer, and Tomasa Garcia and
Spouse ( "Owner "), as Seller, to acquire fee title to a 2.484 acre tract situated in the Alexander Hill Survey,
Abstract No. 623, located in the City of Denton, Denton County, Texas, and more particularly described in
Exhibit "1 ", and located generally in the 200 block of Collins St., ( "Property Interests "), for the purchase price
of Six Hundred Seventy Six Thousand Two Hundred and Seventy Six Dollars and no cents ($676,276.00), and
other consideration, as prescribed in the contract of sale ( "Agreement "); authorizing the expenditure of funds;
and providing an effective date. [File ID 15 -532]
BACKGROUND
In accord with the current DME Electric Substation Re -build project initiative, DME staff is undertaking the
identification of the additional land rights necessary to accommodate the construction and operation of
improvements to the electric transmission and distribution systems. In respect to the tract herein, the project
requires the fee simple acquisition of a 2.484 -acre tract of land to accommodate the electric utilities and electric
substation infrastructure to be constructed. This tract lies within the site designated by the City Council for the
location of the future Locust Substation.
OPTIONS
1. Recommend approval of offers and negotiations for the land purchase.
2. Do not recommend approval of offers and negotiations for the land purchase and provide staff with
further direction.
3. Table the matter for future discussion.
RECOMMENDATION
DME staff recommends approval of the contract to purchase land.
ESTIMATED SCHEDULE OF PROJECT
Completion in first quarter of 2017
City of Denton Page 1 of 2 Printed on 6/25/2015
File #: ID 15 -533, Version: 1
PRIOR ACTION/REVIEW (Council, Boards, Commissions)
The Public Open House was held on November 19, 2013
The Public Utilities Board conducted a public site selection hearing and selected the site which includes
abovementioned property on July 28, 2014.
The City Council conducted a public site selection hearing and selected the site which includes the
abovementioned property on August 19, 2014.
The Public Utilities Board recommended that the City Council approve an ordinance authorizing acquisition
and offers for the abovementioned property on November 10, 2014.
FISCAL INFORMATION
The proposed substation project will be in the transmission category. These costs for transmission projects will
ultimately be recovered through the Public Utility Commission transmission cost of service program (TCOS).
F,XHIRITS
Ordinance (also contains contract, legal description and survey)
Respectfully submitted:
Phil Williams
General Manager, DME
Prepared by:
Smith Day
Compliance Manager, DME
City of Denton Page 2 of 2 Printed on 6/25/2015
Exhibit "
ORDINANCE NO. 2015 -
AN ORDINANCE AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE A CONTRACT OF SALE BETWEEN THE CITY OF DENTON, TEXAS
( "CITY "), AS BUYER, AND TOMASA GARCIA ( "OWNER ") AND HER HUSBAND,
ALEJANDRO GARCIA, AS SELLERS, TO ACQUIRE FEE TITLE TO A 2.484 ACRE
TRACT SITUATED IN THE ALEXANDER HILL SURVEY, ABSTRACT NO. 623,
LOCATED IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, AND MORE
PARTICULARLY DESCRIBED ON EXHIBIT "A ", AND LOCATED GENERALLY IN THE
200 BLOCK OF COLLINS ST., ( "PROPERTY INTEREST ") FOR THE PURCHASE PRICE
OF SIX HUNDRED SEVENTY SIX THOUSAND TWO HUNDRED AND SEVENTY SIX
DOLLARS AND NO CENTS ($676,276.00), AND OTHER CONSIDERATION, AS
PRESCRIBED IN THE CONTRACT OF SALE ( "AGREEMENT "); AUTHORIZING THE
EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton ( "City ") made a bona fide offer to Tomasa Garcia
( "Owner "), and her husband, Alejandro Garcia, to purchase the Property Interest;
WHEREAS, the Owner and her husband, Alejandro Garcia, have made a counteroffer to
the offer of the City;
WHEREAS, the City is amenable to the counteroffer, and finds that it is in the best
interest to agree to same; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is authorized (a) to execute on behalf
of the City (i) the Contract of Sale, between the City and Owner, in the form attached hereto and
made a part hereof as Exhibit "A ", with a purchase price of $676,276.00 and other consideration,
plus costs and expenses, all as prescribed in the Contract of Sale; and (ii) any other documents
necessary for closing the transaction contemplated by the Contract of Sale; and (b) to make
expenditures in accordance with the terms of the Contract of Sale.
SECTION 2. If any section, article, paragraph, sentence, phrase, clause or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2015.
Exhibit "l "
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
In
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
STATE OF TEXAS §
COUNTY OF DENTON §
Exhibit "l "
CONTRACT OF SALE
NOTICE
YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE
THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT
REGARDING THE CITY OF DENTON'S ACQUISITION OF THE
PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR
AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR
AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE.
This Contract of Sae e _ "Contract ") is made this day of
, 2Q 1�, c We as of the date of execution hereof by Buyer, as
defined herein (the "Effective Date "), by and between TOMASA L. GARCIA (referred to
herein as "Seller ") and the City of Denton, Texas, a Home Rule Municipal Corporation of
Denton County, Texas (referred to herein as "Buyer ").
RECITALS
WHEREAS, Seller owns that certain tract of land being more particularly
described in Exhibit "A" and depicted in Exhibit "B ", attached hereto and made a part
hereof for all purposes, being located in Denton County, Texas (the "Land "); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller,
the Land, together with any and all rights or interests of Seller in and to adjacent streets,
alleys and rights of way and together with all and singular the improvements and fixtures
thereon and all other rights and appurtenances to the Land (collectively, the "Property ").
ARTICLE I
SALE OF PROPERTY
For the consideration hereinafter set forth, and upon the terms, conditions and
provisions herein contained, and subject to the reservations herein, Seller agrees to sell
and convey to Buyer, and Buyer agrees to purchase from Seller, the Property.
Seller, subject to the limitation of such reservation made herein, shall reserve, for
herself, her heirs, devisees, successors and assigns all oil, gas and other minerals in, on
and under and that may be produced from the Property. Seller, her heirs, devisees,
successors and assigns shall not have the right to use or access the surface of the
Property, in any way, manner or form, in connection with or related to the reserved oil,
gas, and other minerals and/or related to exploration and/or production of the oil, gas and
Exhibit "l "
other minerals reserved herein, including without limitation, use or access of the surface
of the Property for the location of any well or drill sites, well bores, whether vertical or
any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank
batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or
lateral support for any surface facilities or well bores, or any other infrastructure or
improvement of any kind or type in connection with or related to the reserved oil, gas and
other minerals, and/or related to the exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated
hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated
hydrocarbons) that any reasonable extraction, mining or other exploration and/or
production method, operation, process or procedure would consume, deplete or destroy
the surface of the Property; and (ii) all substances (except oil and gas) which are at or
near the surface of the Property. The intent of the parties hereto is that the meaning of
the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v.
Wylie, 597 S.W.2d 743 (Tex. 1980).
As used herein, the term "surface of the Property" shall include the area from the
surface of the earth to a depth of five hundred feet (500') below the surface of the earth
and all areas above the surface of the earth.
ARTICLE II
PURCHASE PRICE AND EARNEST MONEY
2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the
sum of -&Pd
Ei F Fnr -and Nn/ QQ nQll - j (the "Purchase Price "). S "D �b
5q gUAXEP SEVEN y T{400AVP , `No OvNDM50
2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No /100 CJ blb,�,1 b.00}
Dollars ($1,000.0), as Earnest Money (herein so called) with Title Resources, LLC, 525
South Loop 288 , Suite 125, Denton, Texas, 76205, (the "Title Company "), as escrow //42_
agent, within fourteen (14) calendar days of the Effective Date hereof. All interest earned
thereon shall become part of the Earnest Money and shall be applied or disposed of in the
same manner as the original Earnest Money deposit, as provided in this Contract. If the
purchase contemplated hereunder is consummated in accordance with the terms and the
provisions hereof, the Earnest Money, together with all interest earned thereon, shall be
applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the
interest accrued thereon, shall be disposed of by the Title Company as provided in this
Contract.
2.03 Independent Contract Consideration. Within fourteen (14) calendar days after
the Effective Date, Buyer shall deliver to the Title Company, payable to and for the
benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00)
(the "Independent Contract Consideration "), which amount the parties hereby
acknowledge and agree has been bargained for and agreed to as consideration for Seller's
execution and delivery of the Contract. The Independent Contract Consideration is in
Contract of Sale
Page 2 of 22
Exhibit "l "
addition to, and independent of any other consideration or payment provided in this
Contract, is non - refundable, and shall be retained by Seller notwithstanding any other
provision of this Contract.
ARTICLE III
TITLE AND SURVEY
3.01 Title Commitment.
(a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be
furnished to Buyer a current Commitment for Title Insurance (the "Title
Commitment ") for the Property, issued by Title Company. The Title
Commitment shall set forth the state of title to the Property, including a list of
liens, mortgages, security interests, encumbrances, pledges, assignments, claims,
charges, leases (surface, space, mineral, or otherwise), conditions, restrictions,
options, severed mineral or royalty interests, conditional sales contracts, rights of
first refusal, restrictive covenants, exceptions, easements (temporary or
permanent), rights -of -way, encroachments, or any other outstanding claims,
interests, estates or equities of any nature (each of which are referred to herein as
an "Exception ").
(b) Along with the Title Commitment, Seller shall also cause to be delivered to
Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments
that create or evidence Exceptions (the "Exception Documents "), including those
described in the Title Commitment as exceptions to which the conveyance will be
subject and/or which are required to be released or cured at or prior to Closing.
3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall
cause to be prepared at Buyer's expense, a current on the ground survey of the Property
(the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by
Buyer and shall include the matters prescribed by Buyer, which may include but not be
limited to, a depiction of the location of all roads, streets, easements and rights of way,
both on and adjoining the Property, water courses, 100 year flood plain, fences and
improvements and structures of any kind. The Survey shall describe the size of the
Property, in acres, and contain a metes and bounds description thereof. Seller shall
furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions
as required by the Title Company in order to amend the survey exception as required by
Section 3.05 below. The description of the Property as set forth in the Survey, at the
Buyer's election, shall be used to describe the Property in the deed to convey the Property
to Buyer and shall be the description set forth in the Title Policy.
3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall
have a period of fifteen (15) calendar days (the "Title Review Period ") commencing with
the day Buyer receives the last of the Title Commitment; the Survey, and the Exception
Documents, in which to give written notice to Seller, specifying Buyer's objections to
one or more of the items ( "Objections "), if any. All items set forth in the Schedule C of
Contract of Sale
Page 3 of 22
Exhibit "l "
the Title Commitment, and all other items set forth in the Title Commitment which are
required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be
Objections without any action by Buyer.
3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall,
within twenty (20) calendar days after Seller is provided notice of Objections, either
satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in
writing of the Objections that Seller cannot or will not satisfy at Seller's expense.
Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure
those Objections or Exceptions that have been voluntarily placed on or against the
Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any
Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day
period, and if Buyer does not agree in writing to an extension of that period, said
extension to not exceed an additional thirty (30) calendar days, then Buyer has the option
of either:
(a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller
prior to Closing, in which event those Objections shall become Permitted
Exceptions (herein so called), or
(b) terminating this Contract by notice in writing prior to Closing and receiving back
the Earnest Money, in which latter event Seller and Buyer shall have no further
obligations, one to the other, with respect to the subject matter of this Contract.
3.04. Additional Title Commitment. Due to the fact that the effective period of the
Title Commitment shall expire prior to Closing, Seller shall cause to be furnished to
Buyer, no earlier than ninety one (91) calendar days after the Effective Date and no later
than one hundred ten (110) calendar days after the Effective Date, a Title Commitment
( "Updated Commitment "), in the form of the Title Commitment prescribed by Section
3.01, above. Buyer shall have fifteen (15) calendar days to review and provide
Objections, if any, to the items in the Updated Commitment in the same manner as
prescribed by Section 3.03 related to the Title Commitment. All time periods related to
review and cure of the Objections, waiver of uncured Objections and termination of this
Contract, as set forth in Article III, above, shall be applicable to the Objections by Buyer
to the Updated Commitment, if any, and Closing shall be so extended to accommodate
such review and cure period.
3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a
standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to
Buyer. The Title Policy shall be issued by the Title Company, in the amount of the
Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property,
subject only to the Permitted Exceptions. The Title Policy may contain only the
Permitted Exceptions and shall contain no other exceptions to title, with the standard
printed or common exceptions amended or deleted as follows:
(a) survey exception must be amended if required by Buyer to read "shortages in
Contract of Sale
Page 4 of 22
Exhibit "l "
area" only (although Schedule C of the Title Commitment may condition
amendment on the presentation of an acceptable survey and payment,, to be borne
solely by Buyer, of any required additional premium);
(b) no exception will be permitted for "visible and apparent easements" or words to
that effect (although reference may be made to any specific easement or use
shown on the Survey, if a Permitted Exception);
(c) no exception will be permitted for "rights of parties in possession ";
(d) no liens will be shown on the commitment.
Notwithstanding the enumeration of the following exceptions, amendments and/or
deletions, Buyer may object to any Exception it deems material, in its sole discretion.
ARTICLE IV
FEASIBILITY REVIEW PERIOD
4.01 Review Period. Any term or provision of this Contract notwithstanding, the
obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having
determined, in Buyer's sole and absolute discretion, during the period commencing with
the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the
"Absolute Review Period "), based on such tests, examinations, studies, investigations and
inspections of the Property the Buyer deems necessary or desirable, including but not
limited to studies or inspections to determine the existence of any environmental hazards
or conditions, performed at Buyer's sole cost, that Buyer finds the Property suitable for
Buyer's purposes. Buyer is granted the right to conduct engineering studies of the
Property, and to conduct a physical inspection of the Property, including inspections that
invade the surface and subsurface of the Property. If Buyer determines, in its sole
judgment, that the Property is not suitable, for any reason, for Buyer's intended use or
purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as
reasonably practicable, but in any event prior to the expiration of the Absolute Review
Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor
Seller shall have any further duties or obligations hereunder. In the event Buyer elects to
terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will
provide to Seller copies of (i) any and all non - confidential and non - privileged reports and
studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey.
ARTICLE V
REPRESENTATIONS, WARRANTIES, COVENANTS AND
AGREEMENTS
5.01 Representations and Warranties of Seller. To induce Buyer to enter into this
Contract and consummate the sale and purchase of the Property in accordance with the
terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective
Contract of Sale
Page 5 of 22
Exhibit "l "
Date and as of the Closing Date, except where specific reference is made to another date,
that:
(a) The descriptive information concerning the Property set forth in this Contract is
complete, accurate, true and correct.
(b) There are no adverse or other parties in possession of the Property or any part
thereof, and no party has been granted any license, lease or other right related to
the use or possession of the Property, or any part thereof, except those described
in the Leases, as defined in Article V, Section 5.02(a).
(c) The Seller has good and marketable fee simple title to the Property, subject only
to the Permitted Exceptions.
(d) The Seller has the full right, power, and authority to sell and convey the Property
as provided in this Contract and to carry out Seller's obligations hereunder.
(e) The Seller has not received notice of, and has no other knowledge or information
of, any pending or threatened judicial or administrative action, or any action
pending or threatened by adjacent landowners or other persons against or
affecting the Property.
(t) The Seller has disclosed to Buyer in writing of any and all facts and
circumstances relating to the physical condition of the Property that may
materially and adversely affect the Property and operation or intended operation
thereof, or any portion thereof, of which Seller has knowledge.
(g) The Seller has paid all real estate and personal property taxes, assessments,
excises, and levies that are presently due, if any, which are against or are related
to the Property, or will be due as of the Closing, and the Property will be subject
to no such liens.
(h) The Seller shall convey the Property free and clear of all debts, liens and
encumbrances.
(i) Seller has not contracted or entered into any agreement with any real estate
broker, agent, finder, or any other party in connection with this transaction or
taken any action which would result in any real estate broker commissions or
finder's fee or other fees payable to any other party with respect to the
transactions contemplated by this Contract.
(j) To the best of Seller's knowledge, there has not occurred the disposal or release
of any Hazardous Substance to, on or from the Property.
As used in this Contract, "Hazardous Substance" means and includes all
hazardous and toxic substances, waste or materials, chemicals, and any pollutant
Contract of Sale
Page 6 of 22
Exhibit "l "
or contaminant, including without limitation, PCB's, asbestos, asbestos -
containing material, petroleum products and raw materials, that are included
under or regulated by any Environmental Law or that would or may pose a health,
safety or environmental hazard.
As used in this Contract, `Environmental Law" means and includes all federal,
state, and local statutes, ordinances, regulations and rules presently in force or
hereafter enacted relating to environmental quality, contamination, and clean-up
of Hazardous Substances, including without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et
seq.), as amended by the Superf ind Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as
amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state
superlien and environmental clean-up statutes and all rules and regulations
presently or hereafter promulgated under or related to said statutes, as amended.
(k) All Leases, as defined in Article V, Section 5.02(a), shall have expired or
otherwise terminated and any and all tenants or parties occupying the Property
pursuant to the Leases shall have permanently abandoned and vacated the
Property on or before the date of Closing.
(1) The Seller is not a "foreign person" as defined in Section 1445 of the Internal
Revenue Code of 1986, as amended.
5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer
as follows:
(a) Unless stated otherwise, within ten (10) calendar days after the Effective Date,
Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the
Property, true, correct, and complete copies of the following:
(i) All lease agreements and /or occupancy agreements and/or licenses of any
kind or nature (if oral, Seller shall provide to Buyer in writing all material
terms thereof) relating to the possession of the Property, or any part
thereof, including any and all modifications, supplements, and
amendments thereto (the "Leases ").
(ii) All environmental audits, soil tests and engineering and feasibility reports,
including any and all modifications, supplements and amendments thereto,
with respect to the Property that Seller possesses or has the right to
receive.
(b) From the Effective Date until the date of Closing or earlier termination of this
Contract, Seller shall:
(i) Not enter into any written or oral contract, lease, easement or right of way
Contract of Sale
Page 7 of 22
Exhibit "l "
agreement, conveyance or any other agreement of any kind with respect
to, or affecting, the Property that will not be fully performed on or before
the Closing or would be binding on Buyer or the Property after the date of
Closing.
(ii) Advise the Buyer promptly of any litigation, arbitration, or administrative
hearing concerning or affecting the Property.
(iii) Not take, or omit to take, any action that would result in a violation of the
representations, warranties, covenants, and agreements of Seller.
(iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or
to the Property, or create, grant or permit to be attached or perfected, any
lien, encumbrance, or charge thereon.
(c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law,
from all loss, liability, and expense, including, without limitation, reasonable
attorneys' fees, arising or incurred as a result of any liens or claims resulting from
labor or materials furnished to the Property under any written or oral contracts
arising or entered into prior to Closing.
5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in
this Contract, the representations, warranties, covenants and agreements of Seller
contained in this Contract shall survive the Closing, and shall not, in any circumstance,
be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a).
ARTICLE VI
CONDITIONS PRECEDENT TO PERFORMANCE
6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under
this Contract unless, within the designated time periods, all of the following shall have
occurred:
(a) Seller has performed, furnished, or caused to be furnished to Buyer all items
required to be so performed or furnished under other sections of this Contract; and
(b) Seller cures or Buyer waives in writing, within the time periods specified in
Article III, all of Buyer's objections made in accordance with Article III.
6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements.
Buyer is not obligated to perform under this Contract unless all representations,
warranties, covenants and agreements of Seller contained in this Contract are true and
correct or have been performed, as applicable, as of the Closing Date, except where
specific reference is made to another date.
6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the
date of Closing, any portion of the Property has been condemned by an entity other than
Contract of Sale
Page 8 of 22
Exhibit "l "
Buyer, or is the subject of condemnation, eminent domain, or other material proceeding
initiated by an entity other than Buyer, or the Property, or any part thereof, has been
materially or adversely impaired in any manner.
6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer
delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined
that the Property is unsuitable to or for Buyer's purposes.
6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything
contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive
any of the conditions precedent to the performance of Buyer's obligations under this
Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying
the waived condition precedent.
6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any
of the conditions precedent to the performance of Buyer's obligations under this Contract
have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving
written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest
Money shall be immediately returned to Buyer by the Title Company. The Seller shall,
on written request from Buyer, promptly issue the instructions necessary to instruct the
Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise
provided in this Contract, Buyer and Seller shall have no further obligations under this
Contract, one to the other.
ARTICLE VII
CLOSING
7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the
offices of the Title Company and shall be accomplished through an escrow to be
established with the Title Company, as escrowee. The Closing Date (herein sometimes
called), shall be one hundred and eighty (180) calendar days after the Effective Date,
unless otherwise mutually agreed upon by Buyer and Seller.
7.02 Items to be Delivered at the Closing.
(a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or
the Title Company, at the expense of the party designated herein, the following
items:
(i) The Title Policy, in the form specified in Article III, Section 3.05;
(ii) The Special Warranty Deed, substantially in the form as attached hereto as
Attachment "1 ", subject only to the Permitted Exceptions, if any, duly
executed by Seller and acknowledged;
(iii) Other items reasonably requested by the Title Company as administrative
Contract of Sale
Page 9 of 22
Exhibit "l "
requirements for consummating the Closing.
(b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the
following items:
(i) The sum required by Article II, Section 2.01, less the Earnest Money and
interest earned thereon, in the form of a check or cashier's check or other
immediately available funds;
(ii) Other items reasonably requested by the Title Company as administrative
requirements for consummating the Closing.
7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in
this Contract and without limiting the general application of the provisions of Section
5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing.
The following item shall be adjusted or prorated between Seller and Buyer with respect to
the Property:
(a) Ad valorem taxes relating to the Property for the calendar year in which the
Closing shall occur shall be prorated between Seller and Buyer as of the Closing
Date. If the actual amount of taxes for the calendar year in which the Closing
shall occur is not known as of the Closing Date, the proration at Closing shall be
based on the amount of taxes due and payable with respect to the Property for the
preceding calendar year. As soon as the amount of taxes levied against the
Property for the calendar year in which Closing shall occur is known, Seller and
Buyer shall readjust in cash the amount of taxes to be paid by. each party with the
result that Seller shall pay for those taxes attributable to the period of time prior to
the Closing Date (including, but not limited to, subsequent assessments for prior
years due to change of land usage or ownership occurring prior to the date of
Closing) and Buyer shall pay for those taxes attributable to the period of time
commencing with the Closing Date.
7.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at
Closing.
7.05 Costs of Closing. Each party is responsible for paying the legal fees of its
counsel, in negotiating, preparing, and closing the transaction contemplated by this
Contract. Seller is responsible for paying fees, costs and expenses identified herein as
being the responsibility of Seller. Buyer is responsible for paying fees, costs and
expenses identified herein as being the responsibility of Buyer. If the responsibility for
such costs or expenses associated with closing the transaction contemplated by this
Contract are not identified herein, such costs or expenses shall be allocated between the
parties in the customary manner for closings of real property similar to the Property in
Denton County, Texas.
Contract of Sale
Page 10 of 22
Exhibit "l "
ARTICLE VIII
DEFAULTS AND REMEDIES
8.01 Seller's Defaults and Buyer's Remedies.
(a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any
one or more of the following events:
(i) Any of Seller's warranties or representations contained in this Contract are
untrue on the Closing Date; or
(ii) Seller fails to meet, comply with or perform any covenant, agreement,
condition precedent or obligation on Seller's part required within the time
limits and in the manner required in this Contract; or
(iii) Seller fails to deliver at Closing, the items specified in Article VII,
Section 7.02(a) of this Contract for any reason other than a default by
Buyer or termination of this Contract by Buyer pursuant to the terms
hereof prior to Closing.
(b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's
sole and exclusive remedies for the default, may, at Buyer's sole option, do any of
the following:
(i) Terminate this Contract by written notice delivered to Seller in which
event the Buyer shall be entitled to a return of the Earnest Money, and
Seller shall, promptly on written request from Buyer, execute and deliver
any documents necessary to cause the Title Company to return to Buyer
the Earnest Money;
(ii) Enforce specific performance of this Contract against Seller, requiring
Seller to convey the Property to Buyer subject to no liens, encumbrances,
exceptions, and conditions other than those shown on the Title
Commitment, whereupon Buyer shall waive title objections, if any, and
accept such title without reduction in Purchase Price on account of title
defects and shall be entitled to assert any rights for damages based on
Seller's representations, warranties and obligations that are not waived by
Buyer by its acceptance of Seller's title; and
(iii) Seek other recourse or relief as may be available to Buyer at or by law,
equity, contract or otherwise.
8.02 Buyer's Default and Seller's Remedies.
(a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver
Contract of Sale
Page 11 of 22
Exhibit "l "
at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for
any reason other than a default by Seller under this Contract or termination of this
Contract by Buyer pursuant to the terms hereof prior to Closing.
(b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's
sole and exclusive remedies for the default, may, at Seller's sole option, do either
one of the following:
(i) Terminate this Contract by written notice delivered to Buyer in which
event the Seller shall be entitled to a return of the Earnest Money, and
Buyer shall, promptly on written request from Seller, execute and deliver
any documents necessary to cause the Title Company to return to Seller
the Earnest Money; or
(ii) Enforce specific performance of this Contract against Buyer.
ARTICLE IX
MISCELLANEOUS
9.01 Notice. All notices, demands, requests, and other communications required
hereunder shall be in writing, delivered, unless expressly provided otherwise in this
Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be
deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by
telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly
maintained receptacle for the United States Mail, registered or certified, return receipt
requested, postage prepaid, addressed as follows:
SELLER: BUYER:
City of Denton
Paul Williamson
Real Estate and Capital Support
Telecopy 901 -A Texas Street
Denton, Texas 76209
Telecopy: (940) 349 -8951
Copies to:
For Seller: For Buyer:
Scott W. Hickey, Attorney at Law
Kelsey, Kelsey & Hickey, PLLC
P.O. Box 918
Denton, Texas 76202
Telecopy: Telecopy: (940) 387 -9553
Contract of Sale
Page 12 of 22
9.02 Governing Law and Venue.
is intended to be performed in the
validity, construction, enforcement
CONTRACT IS PERFORMABLE I
ACTION BROUGHT WITH RE',
COUNTY, TEXAS.
Exhibit "l "
This Contract is being executed and delivered and
state of Texas, the laws of Texas governing the
and interpretation of this Contract. THIS
J, AND THE EXCLUSIVE VENUE FOR ANY
PECT HERETO, SHALL LIE IN DENTON
9.03 Entirety and Amendments. This Contract embodies the entire agreement
between the parties and supersedes all prior agreements and understandings, if any,
related to the Property, and may be amended or supplemented only in writing executed
by the party against whom enforcement is sought.
9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller
and Buyer, and their respective successors, beneficiaries and assigns. If requested by
Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract
in the Real Property Records of Denton County, Texas, imparting notice of this Contract
to the public.
9.05 Release of Claims. In consideration of the payments and promises contained in
this Contract, Seller releases and discharges Buyer from any and all claims, demands or
suits, at law or in equity, known or unknown, fixed or contingent, liquidated or
unliquidated, whether or not the same have been asserted by Seller, arising or existing on
or at any time prior to the effective date of this Contract. This release excludes claims for
obligations created by this Contract.
9.06 Risk of Loss. If any damage or destruction to the Property shall occur prior to
Closing, or if any condemnation or any eminent domain proceedings are threatened or
initiated by an entity or party other than Buyer that might result in the taking of any
portion of the Property, Buyer may, at Buyer's option, do any of the following:
(a) Terminate this Contract and withdraw from this transaction without cost,
obligation or liability, in which case the Earnest Money shall be immediately
returned to Buyer; or
(b) Consummate this Contract, in which case Buyer, with respect to the Property,
shall be entitled to receive any (i) in the case of damage or destruction, all
insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the
Property related to the eminent domain proceedings.
Buyer shall have a period of up to ten (10) calendar days after receipt of written
notification from Seller on the final settlement of all condemnation proceedings or
insurance claims related to damage or destruction of any improvement located on
the Property, in which to make Buyer's election. In the event Buyer elects to
close prior to such final settlement, then the Closing shall take place as provided
in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all
interests of Seller in and to any and all insurance proceeds or condemnation
Contract of Sale
Page 13 of 22
Exhibit "l "
awards which may be payable to Seller on account of such event. In the event
Buyer elects to close upon this Contract after final settlement, as described above,
Closing shall be held five (5) business days after such final settlement.
9.07 Further Assurances. In addition to the acts and deeds recited in this Contract
and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller
and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed
and/or delivered at the Closing or after the Closing, any further deeds, acts, and
assurances as are reasonably necessary to consummate the transactions contemplated
hereby. Notwithstanding anything to the contrary contained in this Contract and without
limiting the general application of the provisions of Section 5.03, above, the provisions
of this Article IX, Section 9.07 shall survive Closing.
9.08 Time is of the Essence. It is expressly agreed between Buyer and Seller that time
is of the essence with respect to this Contract.
9.09 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are
incorporated in and made a part of, this Contract for all purposes.
9.10 Delegation of Authority. Authority to take any actions that are to be, or may be,
taken by Buyer under this Contract, including without limitation, adjustment of the
Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of
Denton, Texas, to Frank Payne, P.E., City Engineer of Buyer, or his designee.
9.11 Contract Execution. This Contract of Sale may be executed in any number of
counterparts, all of which taken together shall constitute one and the same agreement, and
any of the parties hereto may execute this Agreement by signing any such counterpart.
9.12 Business Days. If the Closing Date or the day of performance required or
permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then
the Closing Date or the date of such performance, as the case may be, shall be the next
following regular business day.
9.13 Relocation. Relocation advisory services and relocation financial assistance, if
applicable pursuant to Ordinance No. 2012 -073 (the "Relocation Ordinance "), shall be
administered as provided by the Relocation Ordinance, aside and apart from the
transaction contemplated by this Contract.
SELLER:
oMasA z. GAxCrA Aleja ro Garcia
Executed by Seller on the day 019 �--, 20 . "—
Contract of Sale
Page 14 of 22
Exhibit "l "
BUYER:
By:
GEORGE C. CAMPBELL, CITY MANAGER
Executed by Buyer on the day of
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
I'YA
APPROVED AS TO LEGAL FORM:
SCOTT W. HICKEY
KELSEY, KELSEY & HICKEY, PLLC
a
Contract of Sale
Page 15 of 22
2014.
Exhibit "l "
RECEIPT OF AGREEMENT BY TITLE COMPANY
By its execution below, Title Company acknowledges receipt of an executed copy
of this Contract. Title Company agrees to comply with, and be bound by, the terms and
provisions of this Contract and to perform its duties pursuant to the provisions of this
Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as
amended from time to time, and as further set forth in any regulations or forms
promulgated thereunder.
TITLE COMPANY:
Title Resources, LLC
525 South Loop 288, Suite 125
Denton, Texas 76205
Telephone: (940) 381 -1006
Telecopy: (940) 898 -0121
Printed Name:
Title:
Contract receipt date: , 2014
Contract of Sale
Page 16 of 22
Exhibit "l "
Exhibit "A"
LEGAL DESCRIPTION
BEING LOT 1, BLOCK A OF GARCIA ADDITION, AN ADDITION TO THE CITY OF
DENTON, DENTON COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF
RECORDED IN DOCUMENT NO. 2009 -168 OF THE PLAT RECORDS OF DENTON
COUNTY, TEXAS.
Contract of Sale
Page 17 of 22
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slage 38 of 22
Exhibit "l "
ATTACHMENT "1"
to
Contract of Sale
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT
TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That ToMASA L. GARCIA (herein called "Grantor "), for and in consideration of the
sum of TEN AND NO /100 DOLLARS ($10.00), and other good and valuable
consideration to Grantor in hand paid by the City of Denton, Texas, a Texas Home Rule
Municipal Corporation (herein called "Grantee "), 215 E. McKinney, Denton, Texas
76201, the receipt and sufficiency of which are hereby acknowledged and confessed,
subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED,
and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real
property in Denton County, Texas being particularly described on Exhibit "A ", attached
hereto and made a part hereof for all purposes, and being located in Denton County,
Texas, together with any and all rights or interests of Grantor in and to adjacent streets,
alleys and rights of way and together with all and singular the improvements and fixtures
thereon and all other rights and appurtenances thereto (collectively, the "Property").
Grantor, subject to the limitation of such reservation made herein, reserves, for
herself, her heirs, devisees, successors and assigns all oil, gas and other minerals in, on
and under and that may be produced from the Property. Grantor, her heirs, devisees,
successors and assigns shall not have the right to use or access the surface of the
Contract of Sale
Page 19 of 22
Exhibit "l "
Property, in any way, manner or form, in connection with or related to the reserved oil,
gas, and other minerals and/or related to exploration and/or production of the oil, gas and
other minerals reserved herein, including without limitation, use or access of the surface
of the Property for the location of any well or drill sites, well bores, whether vertical or
any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank
batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or
lateral support for any surface facilities or well bores, or any other infrastructure or
improvement of any kind or type in connection with or related to the reserved oil, gas and
other minerals, and/or related to the exploration or production of same.
As used herein, the term "minerals" shall include oil, gas and all associated
hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated
hydrocarbons) that any reasonable extraction, mining or other exploration and/or
production method, operation, process or procedure would consume, deplete or destroy
the surface of the Property; and (ii) all substances (except oil and gas) which are at or
near the surface of the Property. The intent of the parties hereto is that the meaning of
the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v.
Wylie, 597 S.W.2d 743 (Tex. 1980):
As used herein, the term "surface of the Property" shall include the area from the
surface of the earth to a depth of five hundred feet (500') below the surface of the earth
and all areas above the surface of the earth.
This conveyance is subject to the following:
(All of those Exceptions from Coverage found on Schedule B of the
Owners Title Policy to which reference is hereby made for all purposes
and incorporated by reference as is fully set forth herein.)
TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors
and assigns forever; and Grantor does hereby bind Grantor, Grantor's heirs, devisees,
successors and assigns to WARRANT AND FOREVER DEFEND all and singular the
Contract of Sale
Page 20 of 22
Exhibit "l "
Property unto Grantee and Grantee's successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof when the claim is
by, through, or under Grantor but not otherwise.
EXECUTED the day of , 2014
ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
This instrument was acknowledged before me on the day of
2014 by Tomasa L. Garcia.
My Commission Expires:
Notary Public, in and for the State of Texas
Contract of Sale
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Exhibit "l "
Exhibit "A"
LEGAL DESCRIPTION
BEING LOT 1, BLOCK A OF GARCIA ADDITION, AN ADDITION TO THE CITY OF
DENTON, DENTON COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF
RECORDED IN DOCUMENT NO. 2009 -168 OF THE PLAT RECORDS OF DENTON
COUNTY, TEXAS.
Contract of Sale
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